关于外商投资企业合并与分立的规定

关于外商投资企业合并与分立的规定（中英文对照）Provisions on The Merger And Division of Enterprises with Foreign Investment［1999］外经贸法发第395号各省、自治区、直辖市及计划单列市外经贸委（厅、局）、工商行政管理局：为规范涉及外商投资企业合并与分立的行为，保护企业投资者和债权人的合法权益，现将《关于外商投资企业合并与分立的规定》印发给你们，请遵照执行。

Article 1 These Provisions are formulated in accordance with the Company Law of the People''s Republic of China and the laws and administrative regulations concerning enterprises with foreign investment for the purpose of regulating the acts relating to the merger and division of enterprises with foreign investment and protecting the legitimate rights and interests of the investors and creditors thereof.第一条为了规范涉及外商投资企业合并与分立的行为，保护企业投资者和债权人的合法权益，根据《中华人民共和国公司法》和有关外商投资企业的法律和行政法规，制定本规定。

Article 2 These Provisions shall apply to the merger or division of Chinese-foreign equity joint ventures, incorporated Chinese-foreign contractual joint ventures, foreign-capital enterprises and joint stock limited companies with foreign investment (hereinafter referred to as companies) that have been set up within the territory of the People''s Republic of China in accordance with the laws of the land. 第二条本规定适用于依照中国法律在中国境内设立的中外合资经营企业、具有法人资格的中外合作经营企业、外资企业、外商投资股份有限公司（以下统称公司）之间合并或分立。

The merger of such a company with a Chinese-invested company shall be handled with reference to the relevant laws, administrative regulations and these Provisions.公司与中国内资企业合并，参照有关法律、法规和本规定办理。

Article 3 The term "merger" as used in these Provisions refers to the consolidation through the conclusion of agreements into one company of two or more companies in accordance with the relevant provisions of the Company Law. 第三条本规定所称合并，是指两个以上公司依照公司法有关规定，通过订立协议而归并成为一个公司。

The merger of companies may be achieved in two forms: merger by absorption or merger by new establishment.公司合并可以采取吸收合并和新设合并两种形式。

Merger by absorption refers to a company that absorbs other companies as its own future吸收合并，是指公司接纳其他公司加入本公司，接纳方继续存在，加入方解散。

components, the absorbing company continues to exist while the participating ones are dissolved.Merger by new establishment refers to the merging of two or more companies into a new company, with all the participating companies dissolved after the establishment of the new company.新设合并，是指两个以上公司合并设立一个新的公司，合并各方解散。

Article 4 The term "division" as used for the purpose of these Provisions refers to the splitting up of a company into two or more companies in accordance with the relevant provisions of the Company Law and on the resolution of the organ of supreme power of the company. 第四条本规定所称分立，是指一个公司依照公司法有关规定，通过公司最高权力机构决议分成两个以上的公司。

The division of a company may take the form of division by continued existence or division by dissolution.公司分立可以采取存续分立和解散分立两种形式。

Division by continued existence refers to the division of a company where the original company exists after it has been split up into two or more companies, and more than one new companies have been set up thereafter.存续分立，是指一个公司分离成两个以上公司，本公司继续存在并设立一个以上新的公司。

Division by dissolution refers to the division of a company where the original company has been split up into two or more companies, and more than two new companies are established thereafter.解散分立，是指一个公司分解为两个以上公司，本公司解散并设立两个以上新的公司。

Article 5 The merger or division of companies shall be carried out in strict observance of the laws and administrative regulations of China and these Provisions, and on the basis of the principle of free, equal and fair competition, and the public interests of society and the legitimate rights and interests of the creditors shall not be jeopardized. 第五条公司合并或分立，应当遵守中国的法律、法规和本规定，遵循自愿、平等和公平竞争的原则，不得损害社会公共利益和债权人的合法权益。

The merger or division of companies must be in conformity with the provisions in the Interim Provisions on Orienting Foreign Investments and the Catalog of Guidance to Industries for Foreign Investment, and it shall not lead to the sole ownership, controlling interest or predominance of foreign investors in the companies of the industries where sole ownership, controlling interest or predominance of foreign investors are prohibited.公司合并或分立，应符合《指导外商投资方向暂行规定》和《外商投资产业指导目录》的规定，不得导致外国投资者在不允许外商独资、控股或占主导地位的产业的公司中独资、控股或占主导地位。

Where the merger or division of a company has resulted in changes in the line of business it has operated in and its business scope, such a merger or公司因合并或分立而导致其所从事的行业或经营范围发生变更的，应符合有关法律、法规及国家产业政策的规定并办理必要的审批手续。

division shall have to conform to the provisions of the relevant laws, administrative regulations and the pertinent industrial polic ies and the necessary procedures of examination and approval must be performed.Article 6 The merger or division of a company shall be in compliance with the provisions promulgated by such administrative departments as the Customs, tax and foreign exchange control. The companies that have either survived the division or emerged from the merger as newly established companies shall continue to enjoy the treatment for enterprises with foreign investment the original companies enjoyed upon the verification by the examining and approving departments and such administrative departments as the Customs, tax and foreign exchange control. 第六条公司合并或分立，应当符合海关、税务和外汇管理等有关部门颁布的规定。