1. What are the latest regulations on foreign investment in real estate industry? How to handle with the approval and registration formalities?
According to the Notice of the Ministry Commerce and the State Administration of Foreign Exchange on Further Strengthening and Regulating the Examination, Approval and Supervision of Foreign Direct Investment in Real Estate Industry (Shang Zi Han  No. 50), from Nov. 19, 2007, after government departments approve foreign investment in real estate industry in new establishment (including M&A) and capital increase and grant the Approval Certificate of Foreign-Invested Enterprises, they shall within a working day submit application materials, approval documents and a copy of the Approval Certificate of Foreign-Invested Enterprises to the Foreign Investment Department of the Ministry of Commerce for recordal. For more details, please contact with the commercial department of the place where the invested enterprise is located.
2. Is the Administrative Measures for the Registration of Capital Contributions Made with Equities, No. 39 Decree of the State Administration for Industry and Commerce, applicable to foreign-invested enterprises?
The Administrative Measures for the Registration of Capital Contributions Made with Equities applies to foreign-invested enterprises, but the type of such enterprises shall also conform to the relevant regulations including the Detailed Rules for the Sino-Foreign Equity Joint Venture Law and the Detailed Rules for the Foreign-invested Enterprises. Such enterprises shall apply for filing with the administration for industry and commerce when going through approval procedures.
3. My company is considering setting up a manufacturing plant in China. What are the laws that we need to be aware of and how do we go about its formation and operations?
Since your company may manufacture various products, policies may differ as well. For getting a general profile of foreign investment industrial policy, please refer to the Catalogue for the Guidance of Foreign Investment Industries (Amended in 2007), in which industrial sectors of the National Economy are listed into four Catalogues, namely the encouraged, the permitted (list of the permitted industries is not included in the Catalogue of Guidance), the restricted and the prohibited.
4. Where to find different regions’ regulations on the minimum registered capital for a foreign company?
You can find relevant information on internet and are suggested to consult The Minimum Registered Capital for a Foreign Company (http://www.gslawyer.cn/xxbb/html/article-428.html). The information is for reference only, and the actual amount shall be subject to that affirmed by departments responsible for foreign investment approval and administrations for industry and commerce.
5. How to handle the procedures for establishing and registering one Chinese foreign joint venture?
The basic procedures of applying for the establishment of one Chinese foreign joint venture as follows:
1. Project examination and approval. Chinese or foreign investor may select partner (cooperator) in a variety of ways and Chinese investor may formulate the project application report after knowing the business scope and credit status of partner (cooperator) and agreeing on cooperation intention to report to the examination and approval department (the National Development and Reform Commission or its local administration) for approval. Chinese investor should apply to the industrial and commercial administration for the registration of the enterprise’s name to protect the exclusive right of name and prevent duplication of name in the wake of approval.
2. Report of contract and articles of association for examination and approval and application of the approval certificate for foreign investment enterprise. In the wake of project approval, Chinese investor will submit such legal documents as contract and articles of association to the examination and approval department commerce administration) for approval. The examination and approval department should decide on whether or not to approve within 90 days upon receiving the documents including feasible research report, contract and articles of association. Application for the establishment of one cooperative enterprise should be decided on whether or not to approve within 45 days. The commerce department may grant the approval certificate of foreign investment enterprise after being approved.
3. Application of business license. Chinese and foreign investors may handle the registration procedures in the industrial and commercial administrative department within 30 days upon acquiring the approval certificate of foreign investment enterprise and acquire the business license, with the signing date on the business license being the date of the establishment of the joint venture (cooperative enterprise).
6. Providing that our company has registered a foreign-invested commercial enterprise in a certain province and set up several branches (retail sales of electric appliances) in the same province and whether can branches be set up across China (inclusive of other provinces and cities) with this brand? If not, what formalities shall be handled?
The application of a foreign-invested commercial enterprise for the establishment of a branch in other places shall be examined and approved by the provincial-level competent commerce authority where the enterprise is domiciled within its approval authority. Providing that a cross-provincial branch is set up, the enterprise should also seek the opinion of the provincial-level competent commerce authority where the branch is domiciled. Please refer to the Measures for the Administration of the Foreign Investment Commerce Area (No. 8 circular of the Ministry of Commerce in 2004).
7. How to accurately and easily confirm the legitimacy of an enterprise? Which certificates are required?
According to the relevant provisions of the Company Law of the People’s Republic of China (amended in 2005), the public may apply for inquiry of the registration of any company with the company registration authority and the latter shall provide inquiry services. According to the provisions of the above-mentioned law, please make inquiry with the administration for industry and commercial in the place where the company is registered.
8. Where is the registration certificate for key industrial products handled or how to apply for handling?
In accordance with relevant provisions of the Implementation Rules for Automatic Import Franchise Administration on Key Industrial Products (No. 26, 2002 of the State Economic and Trade Commission and the General Administration of Customs), economic and trade committees of provinces, autonomous regions, municipalities directly under the Central Government and separately planning cities trusted by the State Economic and Trade Commissions and the administrative management organizations designated by the State Council, under the guidance of the State Economic and Trade Commission, are responsible for the administration on automatic import franchise of key industrial products of their jurisdictions and sectors.
9. How much does registration capital exceed and on condition that approval shall be made in the Ministry of Commerce?
In accordance with the Article 7 of the Measures for the Administration on Foreign Investment in Commercial Fields, foreign investment in commercial enterprises should be qualified for the following conditions:
(I) The minimum registration capital is qualified for relevant provisions of the Company Law of the People's Republic of China.
(II) Qualified for relevant provisions for the registration capital and total investment of foreign-funded enterprises.
(III) The operating period of foreign investment in commercial enterprises is generally no more than 30 years and that of foreign investment in commercial enterprises in central and west China generally no more than 40 years.
Please refer to such laws and administrative regulations as the Measures for the Administration on Foreign Investment in Commercial Fields, the Law of the PRC on Sino-foreign Equity Joint Ventures, the Law of the PRC on Chinese-foreign Contractual Joint Ventures, the Law of the PRC on Foreign-funded Enterprises and the Company Law of the People's Republic of China for detailed information.
10. What materials shall be needed when a foreign company of foreign trade invests and registers within China?
There are various forms of investment within China, and you may refer to the following policies and regulations: the Catalogue for the Guidance of Foreign Investment Industries, the Law of the People's Republic of China on Foreign-Capital Enterprises, the Rules for the Implementation of the Law of the People’s Republic of China on Foreign-Capital Enterprises, the Regulations for the Implementation of the Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures and the Rules for the Implementation of the Law of People's Republic of China on Chinese-foreign Contractual Joint Ventures. And an investment company may refer to the Provisions of the Ministry of Commerce on the Establishment of Foreign Investment Company (No. 22 in 2004). You may directly consult the local commerce management department for specific formalities of examination and approval.
Only when a foreign trade enterprise shall firstly handle the Registration Form of Foreign Trade Operator and all the follow-up formalities (including industry and commerce, alteration of taxation, customs and registration of commerce inspection can it carry out import and export business.