People's Republic of China Ministry of Commerce
Measures for the Administration of the Filing of Foreign Investment in the Trial Area of Free Trade (for Trial Implementation)
Announcement No. 12 of the Ministry of Commerce of the People 's Republic of China
In order to further expand the opening to the outside world and promote the reform of the management system for foreign investment, in the free trade zone (hereinafter referred to as the Free Trade Area), an international, legal and market-oriented business environment shall be established. With the authorization of the Standing Committee of the National People's Congress, The FTA will apply a pre-admission national treatment plus a negative list management model for foreign investment. To implement the relevant requirements for reforming the management mode of foreign investment and to regulate the management of foreign investment in the FTA, it is hereby promulgated the Measures for the Administration of the Filing of Foreign Investment in the Free Trade Pilot Zone (Trial), 30 days after the date of promulgation.
Ministry of Commerce
April 8, 2015
Measures for the Administration of the Filing of Foreign Investment in the Trial Area of Free Trade (for Trial Implementation)
Article 1 In order to further expand opening to the outside world and promote the reform of the management system for foreign investment in China (Guangdong) Free Trade Zone, China (Tianjin) Free Trade Zone, China (Fujian) Free Trade Zone, According to "the NPC Standing Committee on the authorization of the State Council in China (Shanghai) free trade pilot zone to temporarily adjust the relevant provisions of the administrative examination and approval of the relevant laws and regulations." (Hereinafter referred to as the Free Trade Area) , The Standing Committee of the National People's Congress on the authorization of the State Council in China (Guangdong), China (Tianjin), China (Fujian) Free Trade Zone and China (Shanghai) Free Trade Area expansion of the temporary adjustment of the relevant provisions of the administrative examination and approval The relevant laws, administrative regulations and the decisions of the State Council, the present Measures are formulated.
Article 2 Where a foreign investor invests in the FTA free trade zone, the establishment, alteration (hereinafter referred to as investment implementation) of the foreign-invested enterprise and the record of the contract constitution shall apply to the areas other than the foreign investment enterprise in the "Special Measures for the Administration of Foreign Investment Admission in the Free Trade Pilot Area (Negative List) These Measures. Where laws, administrative regulations and the decisions of the State Council otherwise provide, such provisions shall prevail.
The time for the implementation of the investment shall be the time when the enterprise's business license is issued for the establishment of the foreign-funded enterprise. For the change of the enterprise with foreign investment, if the business license of the enterprise involved in the renewal is involved, the time of implementation shall be the renewal time of the enterprise's business license, Enterprise business license, the investment implementation time for the occurrence of change events.
Article 3 The administrative organ of the free trade zone (hereinafter referred to as the archiving agency) shall be responsible for the filing management of foreign investment matters in the FTA.
The filing agency shall carry out the filing work of the foreign investment matters in the FTA by the Ministry of Commerce of the People's Republic of China (Hong Kong, Macao and Taiwan) Investment and Record Information System (hereinafter referred to as the Record System).
Article 4 Where a foreign investor invests in the establishment of an enterprise in the FTA, which falls within the scope of filing under these Measures, the foreign investor may, after obtaining the pre-approval notice of the enterprise name, may, before the investment is implemented or within 30 days from the date of implementation of the investment (Hereinafter referred to as the "Acceptance Platform"), and fill in and submit on-line the Declaration Form for the Establishment of FIEs in the FTA (hereinafter referred to as the "Filing Report").
Article 5 Foreign-invested enterprises that fall within the scope of filing under these Measures may fill in and submit on-line and submit the following items of changes in the FTA of FTA before the implementation of the investment or within 30 days from the date of implementation of the investment: (Hereinafter referred to as the "change of return"), to change the record filing procedures:
(1) changes in the total amount of investment;
(2) changes in registered capital;
(3) change or transfer of equity and cooperative interests;
(4) the pledge of equity interests;
(5) Merger and division;
(6) changes in the scope of business;
(7) changes in the operating period;
(8) Early termination;
(9) Modes of contribution and change of investment period;
(10) Foreign partners of a Chinese - foreign contractual joint venture shall first recover the investment;
(11) changes in the name of the enterprise;
(12) Change of registered address.
Among them, in accordance with relevant laws and regulations should be announced, it should be in the process of filing procedures for change in accordance with the law that the notice of the formalities.
Article 6 The foreign-invested enterprises under the filing administration shall go through the examination and approval formalities in accordance with the relevant provisions on the administration of foreign investment.
Article 7 Where a foreign-invested enterprise established before the implementation of the present Measures is changed in the FTA, or a foreign-invested enterprise is located outside the FTA, and it falls within the scope of filing under these Measures, , And to cancel the "foreign (Hong Kong, Macao and Taiwan) investment enterprise approval certificate."
Article 8 A foreign investor or a foreign-invested enterprise shall, when submitting the Declaration of Establishment or the Form of Alteration, undertake that the declared content is true, complete and valid, and the declared investment matters comply with relevant laws and regulations.
Article 9 After a foreign investor or a foreign-invested enterprise submits the "establishment declaration form" or "change declaration form" online, the archiving agency shall make a screening of whether or not the declared matters fall within the scope of filing. The filing institution shall complete the filing within 3 working days and notify the foreign investor or the foreign-invested enterprise. If the case does not fall within the scope of filing, the foreign investor or foreign-invested enterprise shall be notified to go through the examination and approval formalities in accordance with the relevant provisions.
Article 10 The archival filing institution shall immediately publish the record results in the filing system, and share the record result information with the receiving platform.
Article 11 Upon receipt of the filing completion notice, a foreign investor or a foreign-invested enterprise may obtain the Certificate of Filing for Foreign-invested Enterprises (hereinafter referred to as the "Certificate of Filing") from the archiving agency. The following documents are required for collection:
(1) A notice of pre - approval of the enterprise name (photocopy);
(2) "Declaration of Establishment" signed by a foreign investor or its authorized representative, or a "Declaration of Change" signed by a foreign - funded enterprise or its authorized representative;
(C) foreign investors, the actual controller of the main qualification certificate or proof of identity (copy).
Article 12 Foreign-invested enterprises in the Free Trade Area shall, before June 30 of each year, register with the filing system and fill in the "Annual Report on Investment and Operation of Foreign-funded Enterprises".
Article 13 The filing agency shall supervise and inspect the foreign investors and enterprises with foreign investment in FTAZ to abide by the provisions of laws and regulations on foreign investment.
The archiving agency may take regular spot checks, carry out inspections according to the reports, conduct inspections according to the suggestions and reflections of the relevant departments or judicial organs, and initiate the inspection according to statutory powers.
Article 14 The supervision and inspection of the archival filing agency shall include: whether the foreign investor or the enterprise with foreign investment fulfills the record procedure according to the provisions of these Measures; whether the investment and business activities of the foreign-funded enterprise are consistent with the filing information of the filed report; whether the annual report is filled in according to the provisions of these Measures; ; And whether there are other circumstances in violation of laws and regulations on foreign investment.
Article 15 Where a foreign investor or a foreign-invested enterprise is found to have violated the provisions of the laws and regulations on foreign investment, the archival filing institution shall notify in writing the circumstances of its explanation and conduct an investigation according to law. If the circumstances are serious, the archival filing agency shall cancel the record and submit it to the relevant department for punishment according to law.
Article 16 The information formed by foreign investors and enterprises with foreign investment in the registration, registration and investment and other activities, as well as the information reflected in the supervision and inspection by the archiving institution and other competent departments, shall be included in the Ministry of Commerce Foreign Investors (Hong Kong, Macao and Taiwan) Investment Integrity File System.
The Ministry of Commerce and the relevant departments to share the integrity of foreign investors and foreign-invested enterprises information. If the record information is untrue or the annual report is not provided in accordance with the provisions of these Measures, the archiving agency shall record the relevant information in the integrity file and make appropriate publicity.
Honesty information sharing and publicity shall not contain foreign investors, foreign-invested enterprises of trade secrets, personal privacy.
Article 17 Where the matters concerning foreign investment involved in a national security review or antitrust review in the FTA area are handled in accordance with the relevant provisions.
Article 18 The present Measures shall apply to foreign-invested investment companies and venture capital enterprises investing in the FTA as foreign investors.
Foreign investment in FTA trial area, foreign investors 'strategic investment in listed companies, foreign investors' equity investment in Chinese enterprises held by them, and reinvestment of foreign investment enterprises in China should comply with relevant regulations.
Article XIX of the Hong Kong Special Administrative Region, Macao SAR, Taiwan investors in the FTA pilot area of foreign trade investment in the special measures for the entry of special measures (negative list) outside the field, with reference to the approach.
Article 20 The present Measures shall come into force 30 days after the date of promulgation.
People's Republic of China Ministry of Commerce
April 8, 2015