外資企業(yè)經(jīng)營(yíng)期滿(mǎn)需要延長(cháng)經(jīng)營(yíng)期限的，應當在距經(jīng)營(yíng)期滿(mǎn)180天前向審批機關(guān)報送延長(cháng)經(jīng)營(yíng)期限的申請書(shū)。審批機關(guān)應當在收到申請書(shū)之日起30天內決定批準或者不批準。外資企業(yè)經(jīng)批準延長(cháng)經(jīng)營(yíng)期限的，應當自收到批準延長(cháng)期限文件之日起30天內，向工商行政管理機關(guān)辦理變更登記手續。
Guidelines for Establishing Foreign-funded Enterprises
Legal Basis
2. Article Seven of the Detailed Rules for Implementing the Law of The People’s Republic of China on Foreign-Capital Enterprises (amended as pursuant to the Notice of Amending the ‘Detailed Rules for Implementing the Law of The People’s Republic of China on Foreign-Capital Enterprises by the State Council, Order of the State Council of the People’s Republic of China, No.301)
3. Rules for Guiding Investment Direction of Foreign Businessmen (Order of the State Council No. 346 on February 11, 2002)
4. Decision of Reform of Investment System by the State Council [state-development (2004) No. 20 appendix: List of Investment Projects Approved by the Government (Year 2004 version)] Article 12
Establishing Conditions
The establishment of a foreign enterprise must benefit the development of the national economy of China, and facilitate the achievement of significant economic benefits. The state encourages foreign enterprises which adopt advanced technologies and equipment, engage in R&D for new product development, improve products and save energy and raw materials. The state also encourages the establishment of foreign enterprises that export products.
Foreign enterprise applications must not be approved in any of the following cases.
1. Damage the sovereignty of China or social common interest.
2. Jeopardize the national security of China.
3. Breach the laws and regulations of China.
4. Fail to comply with the requirements on the national economic development of China.
5. Risk causing environmental pollution.
Foreign enterprises can only conduct business activities within the scope of business operations specified on the industrial and commercial operation license. In the case of a change of the scope, the enterprise must apply for approval of the specified change.
Review and Approving Department
Foreign-funded enterprises that are either encouraged or licensed to operate in China with a total investment amount of USD 100 million or more, and foreign-funded enterprises that are restricted from operations in China with a total investment amount of USD 50 million are reviewed initially by the Shenzhen Trade & Industry Bureau and submitted to the Ministry of Commerce for final approval.
Where the establishment of the foreign-funded enterprise complies with any of the following cases, the Ministry of Commerce authorizes the Shenzhen Trade & Industry Bureau to approve or reject the application.
1. Foreign-funded enterprises in the categories of encourage and permission with a total investment amount of USD 100 million or less, and the foreign-funded enterprises in the restricted category with a total investment amount of less than USD 50 million
2. Foreign-funded enterprises that do not need the additional allocation of raw materials by the state, do not affect the quota of fuel, power, transportation and foreign trade, and do not affect other national balances
3. Foreign-funded enterprises which do not seek export quota and license for product exports issued by the departments of the state concerned, or those which seek such export quota and license but have gained the consent of the departments of the state concerned before the submission of the project proposal
4. Enterprises which are reviewed and approved by the departments authorized by the State Council or the local people’s government as pursuant to laws and regulations
Documents to Be Submitted
1. Documents to be submitted for the establishment of foreign-funded enterprises
l Application for the establishment of a foreign-funded enterprise (one original complete with the signature of the investor and official seal)
l Feasibility Report (one original complete with the signature of the investor and official seal)
l Articles of Association of the foreign-funded enterprise (four originals complete with the signature of the investor and official seal)
l Candidate for the post of legal representative of the foreign-funded enterprise (or list of directors of the board if available) (one original)
l The registration certification or ID certification of the foreign investor (one original) notarized by the notary of the resident country and verified by the Chinese embassy or consulate. In the case of a Hong Kong, Macau or Taiwan investors, the registration certification or ID certification of the foreign investor (one original) notarized by the local notary and the credibility certification of the investor (one original)
l Approval document of the company name issued by the Industrial and Commercial Administrative Management Bureau
l Notice of Pre-endowed Codes of National Organization Codes (slip for handling approval certification)
l One copy of completed Approval Certification of Foreign-funded Investors (Taiwan, Hong Kong, and Macau Expatriates)
l In the case that the project may affect the environment, the document of environment protection issued by the environment protection department (one original and one photocopy)
l Legal Document Delivery Authorization (one original) signed by the foreign investor or Hong Kong, Macau or Taiwan investor and by the recipient of the legal document delivery within the territory of China
The comprising items 1 and 3 must be written in Chinese, and the documents for items 2, 4 and 5 can be written in a foreign language, but must be accompanied with Chinese translation (self translation is allowed but the investor must sign and approve the translation; in the case of translation carried out by a professional translation company, the certification of the translation company must be submitted). Where two or more foreign-funded investors jointly apply for the establishment of a foreign-funded enterprise, the copy of their signed contract must be submitted to the review and approving department for registration purpose.
2. Documents to be submitted for the establishment of foreign-funded commercial enterprises
l Application for the establishment of the enterprise signed by the investor (one original)
l Feasibility Report signed jointly by all investing parties (one original)
l The bank credibility certification of the investing parties (one original), business license or registration certification or ID (photocopy of the business license of the Chinese legal representative complete with the official seal; one original of the registration certification or ID certification of the foreign investor notarized by the notary of the resident country and verified by the local Chinese embassy or consulate; and one original of the registration or ID certification notarized by the local notary for a Hong Kong, Macau or Taiwan investor), and the certification of the legal representative (one photocopy)
l The audit report of the investing parties in the previous year by an accounting firm (one photocopy; exempt from providing such a report in the case that the enterprise has been established for less than one year or the investor is a natural person)
l The evaluation report of the state-owned asset planned to be inputted into the joint venture or cooperative commercial enterprise by the Chinese investor (one original)
l The list of the exported and imported commodities of the foreign-funded commercial enterprise to be established (printed, one original)
l The list of the directors of the board of the foreign-funded commercial enterprise to be established and the designation of the board directors by all investing parties (printed, one original)
l Notice of initial approval of the company name issued by the Industrial and Commercial Administrative Management Bureau (one photocopy)
l Notice of Pre-endowed Codes of National Organization Codes (slip for handling certification approval)
l Descriptive document specifying the compliance of the enterprise with the requirements of city development and city commercial development, issued by the department of the local government responsible for commercial affairs in the place where the establishment is set up (for example, if a shop is opened in Shenzhen, the Shenzhen Trade & Industry Bureau must perform internal review and approval) (one original)
l One copy of Approval Certification of Foreign-funded Investors (Taiwan, Hong Kong, and Macau Expatriates)
l Legal Document Delivery Authorization (one original) signed by the investor for a foreign country, Hong Kong, Macau or Taiwan and by the recipient of the legal document delivery within the territory of China
In the case of a document signed by the non legal representative, the authorization by the legal representative must be produced.
Period of Review and Approving
In the case of an enterprise with an investment amount below the investment limit, the Shenzhen Trade & Industry Bureau must make the decision of approving or rejecting the application within five (5) working days as from the day the application is accepted. In the case of an enterprise with an investment amount over the investment limit, the Shenzhen Trade & Industry Bureau must make decision of submitting to the Ministry of Commerce or returning it within five (5) working days as from the day the application is accepted.
For the establishment of foreign-funded international cargo transportation agents (excluding international courier service) directly approved by the Shenzhen Trade & Industry Bureau, the decision of approval or rejection must be made within fifteen (15) working days as from the day the application is accepted. For the “establishment of foreign-funded commercial enterprises (excluding commodities and businesses not approved by the Ministry of Commerce), the decision of approval or rejection must be made within thirty (30) working days from the day the application is accepted.
Registration
After the application to establish a foreign-funded enterprise is reviewed and approved by the authorities concerned, the foreign investor must apply to the Shenzhen Industrial and Commercial Administrative Management Bureau for registration within thirty (30) days from the day the approval is received, and obtain the business license. The date of the issuance for the business license of the foreign-funded enterprise also constitutes the founding date of the enterprise. Where the foreign investor fails to apply to the Shenzhen Industrial and Commercial Administrative Management Bureau for registration within thirty (30) days as from the day the approval is received, the approval of the establishment of the foreign enterprise automatically becomes invalid. Meanwhile, the foreign-funded enterprise must handle taxation registration at the taxation department within thirty (30) days founding date.
Duration of Business Operation
The license period for foreign-funded enterprises is specified in the application for the establishment of a foreign enterprise by the foreign investor in accordance with the actual situation. Normally the duration is fifteen (15) to thirty (30) years. In cases where the project involves substantial investment, a long construction cycle, and low Return on Investment (ROI), and complicated products are produced and advanced key technologies required, and where the projects demonstrates international competitiveness, the duration can be extended to fifty (50) years, and must be reported to the review and approving department for approval.
The duration of business operation of the foreign-funded enterprise starts from the day of the issuance of the business license.
Where the business license expires and an extension is required, the enterprise must submit an application for extension to the review and approving department within one hundred and eighty (180) days before the expiry of the business operation. The review and approving department must issue a within thirty (30) days after receiving the application. Where the license is approved, the enterprise must handle the registration formalities related to the change at the Industrial and Commercial Administrative Management Bureau within thirty (30) days after receiving the approval of the extension.