Interim Measures for the Recordation Administration of the Formation and Modification of Foreign-funded Enterprises (II)

Date:2017-03-20

Chapter II Procedures of Recordation


Article 5 With respect to the formation of a foreign-funded enterprise subject to the scope of recordation as stipulated in these Measures, the representative appointed or the agent jointly entrusted by all investors of the foreign-funded enterprise (or all sponsors in case of a foreign-funded company limited by shares, hereinafter referred to as all Sponsors) shall after the obtainment of the prior approval of the enterprise’s name and before the issuance of the business license, or the representative appointed or the agent entrusted by the foreign-funded enterprise shall within 30 days after the issuance of the business license, via the Integrated Administration System, fill in and submit online the Declaration Form for the Recordation of the Formation of the Foreign-funded Enterprise (hereinafter referred to as the Formation Declaration Form) and the relevant documents and conduct the procedures of recordation.


Article 6 A foreign-funded enterprise subject to the scope of recordation as stipulated in these Measures shall, through the representative appointed or the agent entrusted by it, via the Integrated Administration System, fill in and submit online the Declaration Form for the Recordation of the Modification of the Foreign-funded Enterprise (hereinafter referred to as the Modification Declaration Form) and the relevant documents and conduct the procedures of registration when any of the following modifications occurs:


(1) Any modification of the basic information of the Foreign-funded Enterprise, including any modification of the name, registered address, type of enterprise, operation term, investment industry, type of business, scope of business, within or not within the scope of imported equipment entitled to the tax relief as stipulated by the State, registered capital, total investment, composition of organizational structure, legal representative, ultimate actual controller of the foreign-funded enterprise, contact person or contact information;


(2) Any modification of the basic information of the investors of the foreign-funded enterprise, including any modification of their names, nationalities/regions or addresses (the places of registration or registered addresses), the types and numbers of their certificates, the amounts of the capital subscribed for by them, the means and amount of contributing the capital, time limits for their contribution to the capital, the source of fund or the type of investor;


(3) Any modification of equity (shares) or cooperative interest;


(4) Merger, separation or termination;


(5) Pledge or transfer of property or interest of the foreign-owned enterprise;


(6) Advance recovery of investment by the foreign copartner of the Chinese-foreign cooperative enterprise;


(7) Operation and management of the Chinese-foreign cooperative enterprise by entrustment.


Among the aforesaid modifications, with respect to any modification regarding merger, separation, decrease of capital or any other item which shall be announced in accordance with the relevant laws and regulations, the information for legally handling the procedures of such announcement shall be explained when conducting the recordation of such modification.


Any of the aforesaid modifications subject to the resolution of the supreme power organ of the foreign-funded enterprise shall be deemed to have taken place when the supreme power organ adopts the resolution; should there be any conditions precedent required by the laws and regulations for the effectiveness of any modification of the foreign-funded enterprise, such modification shall be deemed to have taken place when such conditions have been satisfied.


A listed foreign-funded company or a company listed in the National Small and Medium Enterprise Share Transfer System may conduct the recordation of modification of the basic information of its investors or its share only when the change in the shareholding percentage of its foreign investors accumulatively exceeds 5% and the controlling or relative controlling status changes.

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