自贸区外商投资项目备案管理办法中英文对照
自贸区法律法规政策整理(更新至2014年4月1日)
自贸区法律法规政策整理（更新至2014年4月1日）腹有诗书气自华腹有诗书气自华腹有诗书气自华腹有诗书气自华贸易试验区企业经营异常名录管理办法（试行）》的通知出师表两汉：诸葛亮先帝创业未半而中道崩殂，今天下三分，益州疲弊，此诚危急存亡之秋也。
然侍卫之臣不懈于内，忠志之士忘身于外者，盖追先帝之殊遇，欲报之于陛下也。
诚宜开张圣听，以光先帝遗德，恢弘志士之气，不宜妄自菲薄，引喻失义，以塞忠谏之路也。
宫中府中，俱为一体；陟罚臧否，不宜异同。
若有作奸犯科及为忠善者，宜付有司论其刑赏，以昭陛下平明之理；不宜偏私，使内外异法也。
侍中、侍郎郭攸之、费祎、董允等，此皆良实，志虑忠纯，是以先帝简拔以遗陛下：愚以为宫中之事，事无大小，悉以咨之，然后施行，必能裨补阙漏，有所广益。
将军向宠，性行淑均，晓畅军事，试用于昔日，先帝称之曰“能”，是以众议举宠为督：愚以为营中之事，悉以咨之，必能使行阵和睦，优劣得所。
亲贤臣，远小人，此先汉所以兴隆也；亲小人，远贤臣，此后汉所以倾颓也。
先帝在时，每与臣论此事，未尝不叹息痛恨于桓、灵也。
侍中、尚书、长史、参军，此悉贞良死节之臣，愿陛下亲之、信之，则汉室之隆，可计日而待也。
臣本布衣，躬耕于南阳，苟全性命于乱世，不求闻达于诸侯。
先帝不以臣卑鄙，猥自枉屈，三顾臣于草庐之中，咨臣以当世之事，由是感激，遂许先帝以驱驰。
后值倾覆，受任于败军之际，奉命于危难之间，尔来二十有一年矣。
腹有诗书气自华先帝知臣谨慎，故临崩寄臣以大事也。
受命以来，夙夜忧叹，恐托付不效，以伤先帝之明；故五月渡泸，深入不毛。
今南方已定，兵甲已足，当奖率三军，北定中原，庶竭驽钝，攘除奸凶，兴复汉室，还于旧都。
此臣所以报先帝而忠陛下之职分也。
至于斟酌损益，进尽忠言，则攸之、祎、允之任也。
愿陛下托臣以讨贼兴复之效，不效，则治臣之罪，以告先帝之灵。
若无兴德之言，则责攸之、祎、允等之慢，以彰其咎；陛下亦宜自谋，以咨诹善道，察纳雅言，深追先帝遗诏。
《外商投资创业投资企业管理规定》英文版 By 商务部网站
Provisions Concerning the Administration of Foreign-funded Business-starting InvestmentEnterprisesChapter I General ProvisionsArticle 1 The present Provisions are formulated to encourage foreign-funded companies, enterprises and other economic organizations or individuals (hereinafter referred to as foreign investors) to come to China to engage in business-starting investments, and to establish and perfect the mechanism of business-starting investments in China in accordance with the Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures, the Law of the People's Republic of China on Chinese-foreign Equity Joint Ventures, the Law of the People's Republic of China on Foreign-capital Enterprises, the Company Law of the People's Republic of China and other related laws and regulations.Article 2 The term "foreign-funded business-starting investment enterprise " (hereinafter referred to as FBIE" refers to the foreign-funded investment enterprises established by foreign investors or by foreign investors jointly with companies, enterprises or other economic organizations established and registered in China in accordance with the Chinese law (hereinafter referred to as Chinese investors). To establish an FBIE shall be in conformity with the present Provisions. It shall mainly engage in business-starting investments.Article 3 The term "business-starting investment" means making principal equity investments to high and new tech enterprises that haven't been listed in the stock market (hereinafter referred to as invested enterprises), and providing management services to them for the prospective capital gains.Article 4 An FBIE is allowed to take the form of the non-legal-person organization or the corporate organization.As to a non-legal-person organization, the investors shall bear joint liabilities for its debts. The investors may also specify in the contract of the FBIE that: When the assets of an FBIE are not enough to clear the debts of this enterprise, the indispensable investors as stated in Article 7 shall bear joint liabilities and the other investors shall bear the liabilities to the company within the limit of contributions made by each of them.For a corporate-form FBIE, the investors shall bear the liabilities to the company within the limit of the amount of investment made by each of them.Article 5 The FBIEs shall abide by relevant laws and regulations of China, shall be in conformity with the policies of foreign investment industries and shall not damage the public interests of China. The legitimate businesses and lawful rights and interests of the FBIE within the borders of China shall be subject to the protection of Chinese law.Chapter II Establishment and RegistrationArticle 6 To establish an FBIE, the following requirements shall be met:(1) There are more than 2 but less than 50 investors, and at least one shall be an indispensable investor as stated in Article 7;(2) The investors of a non-legal-person organization shall subscribe to a minimum total contribution in the sum of 10, 000, 000 U.S. $. The investors of an incorporated FBIE shall subscribe to a minimum total capital in the sum of 5, 000, 000 U.S. $. Except for the indispensable investors as provided in Article 7, each of the other investors shall subscribe to a minimum capitalcontribution no less than 1, 000, 000 yuan. Foreign investors may contribute their investments in convertible currencies and Chinese investors may contribute their investments in Renminbi.(3) It shall have definite organization form;(4) It shall have a definite and legitimate investment direction;(5) Except that the operations of such an enterprise are subject to the management of a business-starting investment management company under authorization, an FBIE shall have at least 3 professional managerial persons who have practical experience in business-starting investment;(6) It shall meet the other requirements as provided in laws and administrative regulations. Article 7 An indispensable investor shall meet the following requirements:(1) Business-starting investment is its main business;(2) The accumulative total capital managed by it in the three years before the application is not less than 100, 000, 000 U.S. dollars, and of which no less than 50, 000, 000 U.S. dollars have been used in business-starting investment If the indispensable investor is a Chinese investor, the accumulative total capital managed thereby in the three years before the application is submitted is not less than 100, 000, 000 Yuan, and of which no less than 50, 000, 000 yuan have been used in business-starting investment;(3) It shall have at least 3 professional managerial persons who have practical experience in business-starting investment;(4) If the affiliated entity of an investor meets the above-mentioned requirements, the investor may apply for the status of an indispensable investor. The term "affiliated entity" in this paragraph refers to an entity controlled by the investor, or an entity that controls the investor, or another entity that subject to the control of the same entity that controls the investor. The term "control" in this paragraph means that the controlling party has a voting power of more than 50 % over the controlled party.(5) Neither the above-mentioned indispensable investor nor its affiliated entity shall have any record of being prohibited from engaging in business-starting investment or business of investment consultancy, or being punished for the reason of cheat, by the judicial departments and other relevant agencies of the country where it is located;(6) An indispensable investor of a non-legal-person enterprise shall subscribe to and actually pay not less than 1 % of the subscribed contributions and the actual total contributions respectively, and it shall bear joint liabilities for the debts of this enterprise. An indispensable investor of an incorporated FBIE shall subscribe to and actually pay not less than 30% of the subscribed contributions and the actual total contributions respectively.Article 8 The following procedures shall be observed in the establishment of an FBIE:(1) The investors shall submit the establishment application and relevant documents to the administrative departments in charge of foreign trade and economic cooperation at the provincial level of the place where the FBIE is to be established.(2) The administrative departments in charge of foreign trade and economic cooperation at the provincial level shall complete the original examination and report to the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as the MOFTEC) within 15 days as of the acceptance of the above-mentioned materials.(3) The MOFTEC shall, with the consent of the Ministry of Science & Technology，make a written decision on approval or disapproval within 45 days as of the acceptance of all theabove-mentioned materials. And it shall issue a Certificate of Approval for Foreign-invested Enterprises to the approved enterprises.(4) With the approved of establishing an FBIE, the applicant shall file an application for registration at the State Administration of Industry and Commerce or at local bureaus with its authorization by presenting the Certificate of Approval for Foreign-invested Enterprise within one month as of the acceptance of the Certificate of Approval for Foreign-invested Enterprise.Article 9 The following documents shall be submitted to the MOFTEC when applying for the establishment of an FBIE:(1) an establishment application signed by the indispensable investors;(2) contracts and articles of association of the FBIE signed by all the investors;(3) a written declaration made by the indispensable investors (covering: a. the investors meet the requirements as provided in Article 7; b. all the materials submitted are genuine; and c. the investors will strictly abide by the present provisions and other relevant Chinese laws and regulations);(4) a letter of legal advice issued by a law firm affirms that the legal indispensable investors exist and the above-mentioned declaration has got valid authorization and has been signed;(5) explanations of the business-starting operations of the foreign investors, explanations of the capital managed by them of the three years before the application is submitted, explanations of the investment made among the capital managed by them of the three years before the application is submitted, resumes of its professional managerial persons of business-starting investment;(6) the registration certificate of the investors (photocopy) and the certificate of the legal representative (photocopy);(7) the notice of pre-approval of the name of the FBIE issued by the name registration organ;(8) If the qualifications of the indispensable investors are based on the requirements as provided in paragraph (4) of Article 7, they shall submit relevant materials of the affiliated entity that meets the requirements;(9) other documents related to the establishment application as required by the examination and approval authority.Article 10 The FBIEs shall give a clear indication of "Business-starting Investment" in its name. Except for business-starting investment enterprises, none of the other foreign investment enterprises may use the aforesaid words in their name.Article 11 In applying for establishing an FBIE, the following documents shall be submitted to the registration organ and shall be responsible for their authenticity and effectiveness:(1) registration application signed by the chairman of the board of directors or by the person-in-charge of the joint management committee;(2) contracts, articles of association, the documents and certificate of approval issued by the approving authorities;(3) legal license to do business or the certification of the ID of the investor;(4) credit certification of the investor;(5) appointment documents and the certification of the ID of the legal representative and archival documents of the directors and managers of this enterprise;(6) notice of pre-approval of its name;(7) the certification of the address of the enterprise and the certification of its business offices.In the case of applying for establishing a non-legal-person organization, the applicant shall submitthe articles or agreement of overseas indispensable investors besides the aforesaid materials. Where an enterprise includes investors as provided in Article 7 (4) of the present Provisions, the applicant shall submit the letter of undertaking issued by its affiliated entity, which is to bear the joint liabilities of investments. All of the aforesaid documents should be written in Chinese. Those written in foreign languages other than Chinese shall be accompanied by good Chinese translations.An FBIE should apply to the original registration organ for the modification registration of its modified registration matters.Article 12 Upon the approval of the registration organ, the incorporated FBIEs shall be issued the business license of legal entity, and the non-legal-person FBIEs shall be issued a business license.A business license shall clearly states the total registered capital of the investors and the names of the dispensable investors.Chapter III Capital Contributions and Relevant ModificationsArticle 13 The capital contributions made by the investors of a business-starting enterprise without qualifications of legal entity and the relevant modifications shall be in conformity with the following:(1) The investors may pay the their subscribed capital by installments according to the proceedings of the business-starting investment, but the longest term shall be no more than 5 years. The amount of capital to be invested at each stage shall be decided by the FBIE itself according to the contract of the enterprise and the agreement concluded by it and its invested enterprise. In the contract, the investors shall stipulate liabilities of the investors who do not pay the subscribed capital contributions and relevant measures.(2) During the period of the continuous existence of the FBIE, the investors generally shall not reduce their subscribed amount of capital. Upon approval of the examination and approval organ, an investor may reduce its subscribed amount of capital if the said amount exceeds 50 % of the total provided that it has obtained the consent of the indispensable investors and the business-starting FBIE isn't in violation of the requirement of minimum registered capital of 1, 000, 000 U.S. $ (The present provision shall not be applicable to a case where an investor reduces its invested amount of capital in accordance with item (5) of this Article or the FBIE reduces the untapped capital when its term of investment expires). In this case, the investors shall stipulate the conditions, procedure and methods for reducing the subscribed amount of capital in the contract of the FBIE;(3) Indispensable investors shall not withdraw from the FBIE during the period of its continuous existence. A necessary withdrawal under a special circumstance shall be upon the consent of the investor whose investment amount exceeds 50% of the total amount, and the relevant rights and interests shall be assigned to the new investor who satisfies the conditions as provided in Article 7. The contract and the articles of association of this enterprise shall be modified and shall be reported to the check and approving authority for approval.The transference of the other investors' subscribed amount of capital or invested amount of capital shall be done in compliance with the contract of the FBIE and the assignee shall meet the requirements as provided in Article 6. All investors shall make relevant modifications in the contract and the articles of association of the FBIE and report to the examination and approval organ for archival purposes.(4) After an FBIE has been established, the investment application of new investors shall be in conformity with the present Provisions and the stipulations in the contract, and shall be consented by the indispensable investors. Relevant modifications shall be made in the contract and the articles of association of the FBIE and shall be reported to the examination and approval organ for archival purposes.(5) Among the incomes of an FBIE arising from selling or disposing of the interests of its invested enterprise by other means, the part equivalent to its original amount of investment may be directly allocated to all the investors. Such allocation constitutes a reduction of the invested amount of the investors. An FBIE shall stipulate concrete methods of allocation in its contract, and at least 30 days before it makes such allocation, it shall submit an archival statement on the request of reducing the relevant invested amount of the investors. In the said statement, it shall prove that the amount of the investments to be made by the investors and the other capital it has at that time is at least in conformity with the investment obligations that the FBIE shall undertake at that time. However, such allocation shall not be a plea to the litigation resulted from its violation of any of the investment obligations.Article 14 When a non-legal-person organization files an application to the registration authority for modifying its registration, the archival evidential documents issued by the above-mentioned examination and approval organ may replace relevant documents for examination and approval. Article 15 Having made investments according to the proceedings of business-starting investments and upon relevant capital verification report, the investors of the FBIE shall file an application to the original registration organ for handling the archival procedures for their investments. The registration organ shall fill up the number of its actual amount of capital behind the item of "Capital Amount" on its Business License.Where an FBIE makes no investment or fails to make the total investment, it shall be subject to penalties imposed by the registration organ in accordance with the existing regulations.Article 16 The investors of an FBIE shall make investments and relevant modifications in accordance with the existing regulations.Chapter IV Institutional StructureArticle 17 An FBIE in the form of non-legal-person organization shall establish a joint management committee. An FBIE in the form of company shall establish a board of directors. The investors shall stipulate on how to organize the joint management committee or the board of directors in the contract and in the articles of association of the FBIE. The joint management committee and the board of directors shall manage the enterprise on behalf of its investors. Article 18 The subordinate administrative departments of the joint management committee and the board of directors shall, in accordance with the power as specified in the contract and the articles of association of the FBIE, take charge of the routine managerial work and execute the investment decisions made by the joint management committee and the board of directors.Article 19 The person-in-charge of an administrative department shall satisfy the following conditions:(1) shall have full capacity for civil conduct;(2) shall have no record of criminal offence;(3) shall have no record of bad operations;(4) shall be experienced in business-starting investments and have no record of illegal practices.(5) shall meet the other requirements of the examination and approval organ.Article 20 The administrative departments shall regularly report the following to the joint management committee and the board of directors:(1) significant investments under authorization;(2) metaphase& annual performance reports and financial statements;(3) other matters as provided in laws and regulations;(4) relevant matters as stipulated in the contract and in the articles of association of the FBIE. Article 21 The joint management committee and the board of directors may grant the power of routine administration to a business-investment management enterprise or another FBIE rather than establish administrative departments. The business-investment management enterprise may be a domestically-funded business-starting investment enterprise or a foreign-funded one or an overseas enterprise. In this case, the business-starting investment enterprise and the business-starting investment management enterprise shall conclude a managerial contract, stipulating respective rights and interests. Such a contract shall not come into effect until it has been agreed by all the investors and has been approved by the examination and approval organ. Article 22 The investors of an FBIE may, by reference to the international practices, stipulate interior system for income allocations and incentive mechanism in the business-starting investment contract.Chapter V Business-Starting Investment Management EnterpriseArticle 23 An entrusted business-starting investment management enterprise shall meet the following conditions:(1) To accept the entrustment of the FBIEs and to manage the investments made by them shall be its main business;(2) It shall have at least 3 professional managerial persons who have at least three years of practical experience in business-starting investment;(3) Its registered capital or its total investments shall not be less than 1, 000, 000 yuan or equivalent foreign exchange;(4) It shall have a perfect interior control system.Article 24 A business-starting investment management enterprise is allowed to take the form of the corporate organization or the partnership organization.Article 25 A business-starting investment management enterprise may be entrusted to manage different FBIEs.Article 26 A business-starting investment management enterprise shall report the matters as listed in Article 20 to the joint management committee and the board of directors of the entrusting party. Article 27 The establishment of a foreign-funded business-starting investment management enterprise shall be in conformity with the conditions as provided in Article 23 and shall be reported to the examination and approval organ for approval via the administrative departments of foreign trade and economic cooperation at the provincial level where the company to be established is located. The examination and approval organ shall make a written decision on whether to approve or not within 45 days as of the acceptance of the complete set of the above-mentioned documents. It shall issue a Certificate of Approval for Foreign-invested Enterprises to the approved enterprises, which shall file an application to the registration organ by holding the Certificate within a month as of their acceptance of the Certificate.Article 28 The following documents shall be submitted to the examination and approval organ in applying for the establishment of a foreign-invested business-starting investment management company:(1) establishment application;(2) contract and articles of association of foreign-funded business-starting investment management company;(3) the investors' registration certificate (photocopy) and the certificate of the legal representative (photocopy);(4) relevant documents required by the examination and approval organ;Article 29 A foreign-invested business-starting investment management enterprise shall give a clear indication of "INVESTMENT MANAGEMENT" in its name. Except for the foreign-invested business-starting investment management enterprises any other foreign-funded enterprises shall not do so.Article 30 An overseas business-starting investment management enterprise, which has acquired the approval of engaging in business-starting investment management under the authorization of FBIEs, shall file an application to the registration organ to handle the business registration procedures within 30 days as of the approval day of the management contract.An applicant shall submit the following documents to the business registration organ and shall be responsible for their authenticity and effectiveness:(1) an application for registration signed by the chairman of the board of directors of the overseas business-starting investment management enterprise, or by a competent person;(2) a management contract and the approval documents of the examination and approval organ;(3) articles of association or partnership agreement of the overseas business-starting investment management enterprise;(4) the overseas business-starting investment management enterprise' legal license to do business;(5) the credit certification of the overseas business-starting investment management enterprise;(6) the power of attorney, resume and the certification of the identification of the person-in-charge of the Chinese project appointed by the overseas business-starting investment management enterprise;(7) the certification of its business offices in China; All of the aforesaid documents should be written in Chinese, those written in foreign languages other than Chinese shall be accompanied by good Chinese translationsChapter VI Business ManagementArticle 31 An FBIE may engage in the following businesses:(1) It may make equity investments with all of its own capital through establishing new enterprises, or investing into an established enterprise, or accepting the stock equities transferred by the investors of an established enterprise, or through other means as permitted in the laws and regulations of the state;(2) It may offer business-starting investment consultancy services;(3) It may offer management consultancy to the invested enterprises;(4) It may engage in other businesses as approved by the examination and approval organ. The capital of an FBIE may be largely used to make equity investments into its invested enterprise. Article 32 A business-starting enterprise shall not engage in the following activities:(1) It shall not make investments into the areas in which foreign investments are prohibited by the state;(2) It shall not make direct or indirect investments into the listed securities and bonds of an enterprise, but after the invested enterprise is listed, the shares held by the FBIE shall be an exception.(3) It shall not make direct or indirect investments into real property not for its own use;(4) It shall not make investments by way of loans;(5) It shall not make investments by embezzling the capital not in its ownership;(6) It shall not provide a loan or guaranty to others, but the bonds with a term of more than 1 year issued by its invested enterprise and the investments in the nature of bonds that may be converted into equity investments to the invested enterprise shall be excluded (this paragraph doesn't concern whether the invested enterprise is entitled to issue such bonds or not);(7) It shall not engage in other activities as prohibited in the law and regulations and the contract of the FBIE.Article 33 The investors shall stipulate a term for foreign investments in the contract of the FBIE. Article 34 The incomes of an FBIE shall be generated largely from selling the stock equities it holds in the invested enterprise or from disposing of the stock equities by other means. When an FBIE sell the stock equities it holds in the invested enterprise or dispose of the stock equities by other means, it may, in accordance with the law, choose one of the following available methods of withdrawing:(1) It may transfer part of or all of the stock equities it holds to other investors;(2) It may sign an agreement of stock equity counter-purchase with the invested enterprise, which may counter-purchase the stock equities held by the business-starting investment enterprise under certain circumstances;(3) Where the invested enterprise satisfies the conditions of listing as provided by laws and administrative regulations, it may apply for listing in the securities markets of home and abroad. In accordance with the law, the FBIE may transfer the shares it holds in the invested enterprise through the securities markets;(4) The other methods that are allowed by the laws and administrative regulations of China. The concrete regulatory measures concerning the invested enterprise' counter-purchase of the stock equities held by the FBIE shall be separately formulated by the examination organ jointly with the registration organ.Article 35 An FBIE shall make tax declaration in accordance with the tax laws of the state. As to a non-legal-person organization, in accordance with the law, it may request all the investing parties to file returns for enterprise income taxes on their own, or file an application by itself, after the application has been approved, it shall, in accordance with the law, calculate and pay the enterprise income tax in a consolidated way.The concrete regulatory measures concerning the levy of enterprise income tax upon the non-legal-person FBIEs shall be promulgated separately by the State Administration of Taxation. Article 36 Where the profit or other income obtained by a foreign investor from an FBIE is to be remitted abroad, it shall be paid from the foreign currency account of the FBIE, or shall be remitted through an entrusted bank with the foreign currencies purchased from the bank. Such payment or remittance shall be made on the basis of the allocation decision made by the joint management committee or the board of directors, the audit report issued by an accountant office,。
外商投资的公司注册所需资料中英文对照版
外商投资的公司设立登记提交材料规范Regulations on the Materials Submitted for the Establishment &Registration of Foreign-Invested Companies1．《外商投资的公司登记（备案）申请书》。
1. The Application Form for Registration (or Record-filing) of Foreign-Invested Companies. 2．《指定代表或者共同委托代理人授权委托书》。
2. Power of Attorney for Designated Representative or Jointly Entrusted Agent3．审批机关的批准文件（批复和批准证书副本1）或备案文件。
3. The written approval (including the Written Reply and the Counterpart I of the Approval Certificate) or the Record-filing Documents◆涉及外商投资实施准入特别管理措施或外资并购的企业，提交批复和批准证书副本1。
◆For business enterprises governed by any special control measures for foreign investment access or involving any merger or acquisition, the Written Reply and Counterpart I of the Approval Certificate shall be submitted.◆港澳服务提供者按CEPA服务贸易协议投资的公司，提交备案文件。
◆ For companies in which any service provider from Hong Kong or Macao under the CEPA Agreement, the record-filing documents shall be submitted.◆在中国（广东）自由贸易试验区内登记的外商投资企业，投资自由贸易试验区负面清单内项目的，提交商务主管部门的批准文件；投资自由贸易试验区负面清单外项目的，无需提交商务主管部门的批准文件或备案文件。
(中英文对照版)外商投资产业指导目录 2011年版
【Statute Title】Catalogue of Industries for Guiding Foreign Investment (2011 Amendment) 【法规标题】外商投资产业指导目录(2011年修订)Promulgation date:12-24-2011Effective date:01-30-2012Department:Ministry of Commerce,State Development and Reform Commission (incl. Former State Development Planning Commission, formerSubject:Foreign Economy and Trade 发布日期：2011-12-24生效日期：2012-01-30发布部门：商务部，国家发展和改革委员会（含原国家发展计划委员会、原国家计划委员会）类别：对外经贸Order of the National Development and Reform Commission and the Ministry of Commerce(No. 12)The Catalogue of Industries for Guiding Foreign Investment (2011 Amendment) as approved by the State Council is hereby issued and shall come into force on January 30, 2012; simultaneously, the Catalogue of Industries for Guiding Foreign Investment (2007 Amendment) issued by the National Development and Reform Commission and the Ministry of Commerce on October 31, 2007 shall be repealed.Zhang Ping, Director of the National Development and Reform CommissionChen Deming, Minister of CommerceDecember 24, 2011Catalogue of Industries for Guiding Foreign Investment (2011 Amendment)Catalogue of Encouraged Industries for Foreign Investment国家发展和改革委员会、商务部令（第12号）《外商投资产业指导目录（2011年修订）》已经国务院批准，现予以发布，自2012年1月30日起施行。
中国(上海)自由贸易试验区外商投资准入特别管理措施(负面清单)(2013年)
2013 年 10 月 1 日 星期二 PUDONG TIMES
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E-mail:shuxianzhang@ 责任编辑 /张淑贤 美编 / 吴婷
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中国 （上海） 自由贸易试验区外商投资准入特别管理措施 （负面清单） （2013 年）
门类 （代码及名称） 大类 （代码及名称） 中类 （代码及名称） 特别管理措施 1.投资中药材种植、 养殖须合资、 合作 2.限制投资农作物新品种选育和种子生产 （中方控股） 3.投资农作物种子企业须合资、 合作， 投资粮、 棉、 油作物种子企业的注册资本不低于 200 万美元， 且中方投资比例应大于 50%， 其他农作物种子企业的注册资 本不低于 50 万美元 4.限制投资棉花 （籽棉） 加工 5.限制投资珍贵树种原木加工 （限于合资、 合作） 6.禁止投资我国稀有和特有的珍贵优良品种研发、 养殖、 种植以及相关繁殖材料生产 （包括种植业、 畜牧业、 水产业优良基因） ， 转基因生物研发和转基因农作 物种子、 种畜禽、 水产苗种生产 7.禁止投资我国管辖海域及内陆水域水产品捕捞 限制投资特殊和稀缺煤类开采 （中方控股） 1.投资煤层气开发和矿井瓦斯利用须合资、 合作 2.投资石油、 天然气开发须合资、 合作 3.投资低渗透油气藏 （田） 的开发须合资、 合作 4.投资提高原油采收率及相关新技术的开发应用须合资、 合作 5.投资物探、 钻井、 测井、 录井、 井下作业等石油勘探开发新技术的开发与应用须合资、 合作 6.投资油页岩、 油砂、 重油、 超重油等非常规石油资源开发须合资、 合作 7.投资页岩气、
外商投资企业项目核准暂行管理办法(英文)
Verification and Approval Procedures of Foreign-invested Projects (Promulgated by the National Development and Reform Commission on 9 October 2004 and effective as of the date of promulgation.)PART ONE GENERAL PROVISIONSArticle 1These Procedures are specially formulated in accordance with the PRC, Administrative Licensing Law and the State Council, Reform of the Investment System Decision in order to standardize the administration of verification and approval of foreign-invested projects.Article 2These Procedures shall apply to the verification and approval of various types of foreign-invested projects such as Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures, wholly foreign-owned enterprises, merger and acquisition of domestic enterprises by foreign investors, and capital increase by foreign-invested enterprises.PART TWO VERIFICATION AND APPROVAL AUTHORITIES AND THEIR AUTHORITYArticle 3In accordance with the classification of the Foreign Investment Industrial Guidance Catalogue, project application reports for projects in the encouraged category and permitted category with a total investment (here and hereinafter including capital increase) of US$ 100 million or more and projects in the restricted category with a total investment of US$ 50 million or more shall be verified and approved by the National Development and Reform Commission. Project application reports for projects in the encouraged category and permitted category with a total investment of US$ 500 million or more and projects in the restricted category with a total investment of US$ 100 million or more shall be submitted to the State Council for verification and approval after examination and verification by the National Development and Reform Commission.Article 4Projects in the encouraged category and permitted category with a total investment of less than US$ 100 million and projects in the restricted category with a total investment of less than US$ 50 million shall be verified and approved by local development and reform departments. Projects in the restricted category shall be verified and approved by provincial-level development and reform departments. Authority to verify and approve such projects may not be delegated.If a local government has other stipulations on the verification and approval of the projects listed in the preceding paragraph according to the relevant regulations, such stipulations shall prevail.PART THREE PROJECT APPLICATION REPORTSArticle 5Project application reports submitted to the National Development and Reform Commission shall include the following particulars:1. the project name, term of operation and basic details of the investors;2. the scale of establishment of the project, main establishment particulars andproducts, principal technology and techniques to be employed, target market(s) for the products, and planned number of employees;3. the location of the project, the requirements on resources such as land, waterand energy, and the consumption quantity of principal raw materials;4. an environmental impact assessment;5. prices when public products or services are involved;6. total investment in the project, registered capital of the project, capitalcontribution of each party, method of capital contribution and financing plan, and equipment that needs to be imported and its costs.Article 6Project application reports submitted to the National Development and Reform Commission shall be accompanied by the following documents:1. the Chinese and foreign partners' enterprise registration certificates (businesslicences), business registration certificates, the most recent enterprise financial statements (including balance sheets, profit and loss statement and cash flow statement) that have been audited, and proof of capital creditworthiness issued by the account opening bank;2. a letter of investment intent, and resolution of the company's board of directorson capital increase or merger and acquisition project;3. a letter of intent for financing issued by a bank;4. an opinion on environmental impact assessment issued by the provincial-levelor State administrative department in charge of environmental protection;5. an opinion on zoning of the selected site issued by the provincial-levelplanning department;6. an opinion on the preliminary examination of the project land use issued bythe provincial-level or State land and resources administrative department;7. a confirmation document issued by the competent department where capitalcontribution is made in the form of State-owned assets or land use rights.PART FOUR VERIFICATION AND APPROVAL PROCEDUREArticle 7Where a project is subject to the verification and approval of the National Development and Reform Commission and the State Council according to the verification and approval authority, the project application report shall be submitted by the project applicant to the provincial-level development and reform department of the place in which the project is to be located, which shall then be submitted to the National Development and Reform Commission after examination and approval by the provincial-level development and reform department. Enterprise groups with independent development plans and enterprises administered by thecentral government may submit project application reports directly to the National Development and Planning Commission.Article 8If the National Development and Reform Commission, when verifying and approving project application reports, needs to seek the opinion of the State Council department in charge of the industry, it shall submit a letter seeking opinions attached with the relevant materials to such department. The State Council department in charge of the industry shall, within seven working days of the date of receipt of the aforementioned materials, issue a written opinion to the National Development and Reform Commission.Article 9The National Development and Reform Commission shall, within five working days of the date of acceptance of a project application report, appoint a qualified consultancy institution to carry out an assessment and discussion of the key issues that need to undergo assessment and discussion. The appointed consultancy institution shall submit an assessment report to the National Development and Reform Commission within the stipulated time period.Article 10The National Development and Reform Commission shall, within 20 working days of the date of acceptance of the project application report, complete verification and approval of the application or submit an examination and verification opinion to the State Council. If it is unable to render a decision on verification and approval or submit an examination and verification opinion to the State Council within 20 working days, an extension of 10 working days shall be approved by the responsible person of the National Development and Reform Commission, and the project applicant shall be notified of the reason for the extension.The period for verification and approval specified in the preceding paragraph shall not include the time for the assessment conducted by the appointed consultancy institution.Article 11The National Development and Reform Commission shall issue a written verification and approval document to the project applicant whose project has been verified and approved. Where a project is not verified and approved, the National Development and Reform Commission shall notify the project applicant in writing, explaining the reasons therefore and notifying the project applicant of his right to apply for an administrative review or to institute an administrative action in accordance with the law.PART FIVE VERIFICATION AND APPROVAL CRITERIA AND EFFECTIVENESSArticle 12The criteria for verification and approval of a project application report by the National Development and Reform Commission shall be:1. the project complies with the relevant State laws and regulations, and theprovisions of the Foreign Investment Industrial Guidance Catalogue and the Guiding Foreign Investment in the Dominant Industries of the Central and Western Regions Catalogue;2. the project complies with the requirements of medium- and long-term plan fornational economic and social development, industry plans and policies for the adjustment of industrial structure;3. the project complies with the public interest and the relevant State provisionson anti-monopoly;4. the project complies with the requirements of land use planning, overall urbanplanning and environmental protection policies;5. the project complies with the requirements of the State standards ontechnology and techniques; and6. the project complies with the State provisions on administration of capitalaccounts and foreign debt.Article 13The project applicant shall, on the strength of the verification and approval document issued by the National Development and Reform Commission, carry out the procedures in regard to land use, urban planning, quality supervision, safe production, utilization of resources, establishment of (or change to) enterprises, administration of capital accounts, import of equipment and applicable tax policies, etc. in accordance with the law.Article 14The verification and approval document issued by the National Development and Reform Commission shall stipulate the term of validity of the document. Within the term of validity, the verification and approval document shall be the basis for carrying out the procedures listed in Article 13 hereof by the project applicant. After the expiration of the term of validity, the project applicant shall, when carrying out the aforementioned procedures, at the same time present the document issued by the National Development and Reform Commission that grants an extension.Article 15The land, urban planning, quality supervision, regulation of safe production, industry and commerce, customs, tax, foreign exchange control departments, etc. shall not handle the relevant procedures for foreign-invested projects that have not been verified and approved.Article 16If a project applicant has obtained a project verification and approval document through improper means such as splitting up a project into smaller parts or submitting false materials, the National Development and Reform Commission may revoke the verification and approval document for the project.Article 17The National Development and Reform Commission may supervise and inspect the implementation of projects by project applicants and the verification and approval of foreign-invested projects by local development and reform departments, and shall handle verified issues in accordance with the law.PART SIX AMENDMENT AND THE VERIFICATION AND APPROVAL THEREOFArticle 18In any of the following circumstances, an application for amendment shall be made to the National Development and Reform Commission for projects approved by the National Development and Reform Commission:1. there is a change in the place of establishment;2. there is a change in an investor or equity;3. there is a change in the main establishment particulars or main products;4. the total investment exceeds the investment amount originally verified andapproved by 20% or more; or5. other circumstances in which amendment is required by the relevant laws andregulations or industrial policies.Article 19The procedure for verification and approval of amendment shall, mutatis mutandis, be handled according to the provisions of Part Four hereof.PART SEVEN SUPPLEMENTARY PROVISIONSArticle 20In order to grasp information on verified and approved projects in a timely manner, provincial-level development and reform departments shall submit duplicates of the project verification and approval document for foreign-invested projects with a total investment of US$ 30 million or above that are verified and approved locally to the National Development and Reform Commission within 20 working days of the date of verification and approval of the project.Article 21All provincial-level development and reform departments shall formulate corresponding administrative procedures in accordance with the provisions of the Guiding the Direction of Foreign Investment Provisions (Order No. 346 of the State Council) and these Procedures.Article 22Investment projects established in the mainland by investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan region shall, mutatis mutandis, be handled according to these Procedures.Article 23The National Development and Reform Commission shall be responsible for interpreting these Procedures.Article 24These Procedures shall be effective as of 9 October 2004. In the event of a conflict between previous regulations on examination and approval of foreign-invested projects and these Procedures, these Procedures shall prevail.。
外商投资合伙企业登记管理规定(英文)概要
Decree of State Administration forIndustry and CommerceNo. 47The Regulations for Administration of the Registration of Foreign-Invested Partnership Enterprises, deliberated and adopted at the executive meeting of the State Administration for Industry an d Commerce of the People’s Republic of China, are hereby promulgated and shall be effective as of March 1, 2010.Director of the State Administration for Industry and Commerce ofthe People’s Republic of China, Zhou BohuaJanuary 29, 2010Regulations for Administration of theRegistration of Foreign-investedPartnership EnterprisesChapter 1 General ProvisionsChapter 2 Establishment RegistrationChapter 3 Alteration RegistrationChapter 4 Cancellation RegistrationChapter 5 Registration of BranchesChapter 6 Registration ProceduresChapter 7 Annual Examination and License ManagementChapter 8 Legal LiabilitiesChapter 9 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1These Regulations are formulated in accordance with the Law of the People’s Republic of China on Partnerships (hereinafter referred to as the PartnershipsLaw, the Measures for Administration of the Establishment of Partnership Enterprises within the Territory of China by Foreign Enterprises or Individuals and the Measures for Administration of the Registration of Partnership Enterprises of the People’s Republic of China (hereinafter referred to as the Measures for Administration of Partnership Enterprises Registration, for the purpose of regulating the establishment of partnership enterprises within the territory of China by foreign enterprises or individuals to facilitate their investment in China through establishing such partnership enterprises and expand economic cooperation and technological exchange with other countries.Art icle 2For the purpose of these regulations,The term “foreign-invested partnership enterprises” in these Regulations means partnership enterprises which are established within the territory of China by two or more foreign enterprises or individuals, as well as by foreign enterprises or individuals jointly with Chinese natural persons, legal persons or other organizations.These regulations shall apply to the establishment, alteration and cancellation registration of foreign-invested partnership enterprises.To apply for the registration of a foreign-invested partnership enterprise, the applicant shall be liable for the authenticity of the application materials.Article 3Foreign-invested partnership enterprises shall abide by the provisions of the Partnerships Law as well as other relevant laws, administrative regulations and rules, and shall comply with foreign investment industrial policies.The State encourages foreign enterprises or individuals possessing advanced technologies and management expertise to establish partnership enterprises within the territory of China, so as to help promote the development of the modern service industry and other industries.With respect to any project in the Guiding Catalogue of Industries for Foreign Investment which is lis ted under the restricted category or is marked as “limited to joint venture,” “limited to cooperation,” “limited to joint venture or cooperation,” “controlled by the Chinese party” or “relatively controlled by the Chinese party” or is subject to the restriction on proportion of foreign investment, no foreign-invested partnership enterprise may be established.Article 4Foreign-invested partnership enterprises are only permitted to conduct business activities after going through the registration and obtaining the Business License for Foreign-Invested Partnership Enterprises.Article 5The State Administration for Industry and Commerce is in charge of the administration of the registration of foreign-invested partnership enterprises throughout the country.The local administrative departments for industry and commerce authorized by the State Administration for Industry and Commerce with the power of registration of foreign-invested enterprises (hereinafter referred to as the enterprise registrationauthority are in charge of the administration of the registration of foreign-invested partnership enterprises within its administrative area..The local administrative departments for industry and commerce of provinces, autonomous regions, municipalities directly under the Central Government, municipalities separately listed in the State plan or sub-provincial municipality are responsible for the administration of the registration of foreign-invested partnership enterprises which take investment making as the main business.Chapter 2 Establishment RegistrationArticle 6For the purpose of establishing a foreign-invested partnership enterprise, the conditions as specified in the Partnerships Law and the Measures for Administration of the Establishment of Partnership Enterprise Within the Territory of China by Foreign Enterprises or Individuals shall be fulfilled.No wholly state-owned companyies. state-owned enterprises, listed companies, public institutions or public social organizations may become general partners. Article 7The registration particulars of foreign-invested partnership enterprises shall include:(1 Title;(2 Main operating place;(3 Executive partners;(4 Business scope;(5 Type of partnership enterprise; and(6 Name or title, country (region and domicile of each partner, the method of assuming the liabilities, the amounts of subscribed capital contribution or the actually paid capital contribution, the time limit for payment of subscribed capital, the capital contribution method and evaluation method.In case the partnership agreement sets forth partnership term, the items to be registered shall also include the partnership term.In case the executive partner is a foreign enterprise, Chinese legal person or another organization, the items to be registered shall also include the representative appointed by such foreign enterprise, Chinese legal person or another organization (hereinafter referred to as “appointed representative”.Article 8The title of foreign-invested partnership enterprises shall comply with the provisions of the State relating to the administration of registration of enterprise title.Article 9Each foreign-invested partnership enterprise may only have one main operating place, which shall be located within the administrative area of the competent enterprise registration authority.Article 10I n case no executive partner is appointed in the partnership agreement orby all general partners, all the general partners shall be executive partners.No limited partner may become the executive partner.Article 11The types of foreign-invested partnership enterprise include foreign-invested general partnership enterprises (including special general partnership enterprises and foreign-invested limited partnership enterprises.Article 12F or the purpose of establishing a foreign-invested partnership enterprise, the representative appointed or the agent jointly entrusted by all of the partners shall apply for registration of establishment to the enterprise registration authority.To apply for registration of establishment of a foreign-invested partnership enterprise, the following documents shall be submitted to the enterprise registration authority:(1 Establishment registration application form signed by all partners;(2 Partnership agreement signed by all partners;(3 Legal-subject capacity certificate of each partner (identity certificate in case of a natural person;(4 Main operation place using certificate;(5 Power of attorney for the representative appointed or the agent jointly entrusted by all of the partners;(6 Confirmation of all partners for the subscribed capital contribution or actually paid capital of each partner;(7 Statement on compliance with foreign investment industrial policies as signed by all partners;(8 The credit certificate issued by financial institutions which have business contact with the foreign partners;(9 Power of Attorney for Acceptance of Legal Documents signed by foreign partners and the recipients of legal documents within the territory of China; and (10 Other relevant documents as required by these regulations.In case the establishment of a foreign-invested partnership enterprise is subject to the approval as required in relevant laws or administrative regulations or regulations of the State Council, the relevant approval documents shall also be submitted.The legal-subject capacity certificates (or identity certificate in case of a natural person and overseas domicile certificates of the foreign partners shall be notarized and verified by the competent authority in their own countries, and shall be certified by the Chinese embassies or consulates in such countries. As for a partner which is domiciled inthe Hong Kong Special Administrative Region, the Macao Special Administrative Region or the Taiwan Region, the legal-subject capacity certificate (or identity certificate in case of a natural person and domicile certificate shall be dealt with in accordance with the existing relevant regulations.Power of Attorney for Acceptance of Legal Documents shall expressly authorize the agent to accept the legal documents on behalf of the foreign partners, and shall set forth the name or title, address and contact information of the authorized. The agent may be an enterprise set up by such foreign partner within the territory of China, ato-be-founded foreign-invested partnership enterprise (In case the agent is a to-be-founded foreign-invested partnership enterprise, the authorization shall come into force only after such foreign-invested partnership enterprise is duly established or any other relevant entity or individual within the territory of China.Article 13I n case the business scope of foreign-invested partnership enterprises cover any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval documents shall also be submitted to the enterprise re gistration authority.Article 14W here a foreign partner pays the subscribed capital in RMB gained in accordance with the law within the territory of China, he shall submit the relevant approval documents, including the approval documents for foreign exchange dealings under capital account issued by the foreign exchange administration authority for the reinvestment of domestic RMB profits or other lawful RMB proceeds, etc.Article 15I n case the subscribed capital is paid in kind, intellectual property right, land use right or other property rights, the price thereof shall be determined by all partners through negotiation, and the confirmation letter for the negotiated price signed by all partners shall be submitted to the enterprise registration authority; in case the priceis determined by a legally-recognized Chinese appraisal organization entrusted by all partners, the price appraisal certification issued by such appraisal organization shall be submitted to the enterprise registration authority.In case the foreign general partner pays the subscribed capital with labor services, the relevant documents of permit for employment of foreigners shall be submitted to the enterprise registration authority, and the specific procedure shall be subject to the relevant provisions of China.Article 16I n case the professional qualification certificates of the partner shall be submitted for the establishment of a special general partnership enterprise as required in the relevant laws or administrative regulations, such certificates shall be submitted to the enterprise registration authority in accordance with the provisions of such laws or administrative regulations.Article 17T he establishment date of a foreign-invested partnership enterprise shall be the date on which the business license for such foreign-invested partnership enterprise is issued.Chapter 3 Alteration RegistrationArticle 18W here a foreign-invested partnership enterprise has its registration altered, it shall, within 15 days after the decision on such alteration is made or such alteration occurs, apply to the original enterprise registration authority for alterationregistration.Article 19F or the purpose of applying for alteration registration, a foreign-invested partnership enterprise shall submit the following documents to the original enterprise registration authority:(1 The alteration registration application form signed by the executive partner or the representative appointed thereby;(2 The decision on alteration signed by all general partners, or the decision on alteration signed by the persons as agreed in the partnership agreement; and(3 Other relevant documents as required by these Regulations.In case the alteration is subject to approval as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval document shall also be submitted.In case of alteration to the registered matters such as the executive partner, the type of partnership enterprise, name or title of any partner, the methods of assuming the liabilities, the subscribed capital contribution or actually paid capital of each partner, the time limit for payment of subscribed capital, the capital contribution method and evaluation method, the signatures on the relevant application documents shall be notarized by a legally-recognized Chinese notarization institution.Article 20I n case a foreign-invested partnership enterprise modifies its main operation site, such enterprise shall apply for alteration registration and submit the new main operation site using certificate.In case a foreign-invested partnership enterprise moves its main operation site out of the administrative area of the original enterprise registration authority, suc h enterprise shall apply for alteration registration with the enterprise registration authority of the place where the new business place is located; where the enterprise registration authority of the place where the new business place is located accepts such application, the original enterprise registration authority shall transfer the registration files of such enterprise to the enterprise registration authority of the place where the new business place is located.Article 21I n case of alteration to the executive partner of a foreign-invested partnership enterprise, such enterprise shall submit the altered partnership agreement signed by all partners.In case the new executive partner is a foreign enterprise, Chinese legal person or another organization, the power of attorney issued to the appointed representative and the identity certificate of the appointed representative shall also be submitted.In case of alteration to the representative appointed by the executive partner, the power of attorney issued to the new representative and the identity certificate of the new representative shall be submitted.Article 22I n case a foreign-invested partnership enterprise modifies its business scope, such enterprise shall submit the statement on compliance withforeign-investment-related industrial policies.In case the altered business scope covers any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, such enterprise shall, within 30 days after obtaining the approval by the relevant competent authority, apply to the original enterprise registration authority for alteration registration.In case any business within the business scope of a foreign-invested partnership enterprise is subject to approval as required in the relevant laws or administrative regulations or regulations of the State Council, and the relevant license or other approval document is revoked or cancelled or expires, such enterprise shall, within 30 days after such license or other approval document is revoked or cancelled or expires, apply to the original enterprise registration authority for alteration registration or cancellation registration.Article 23I n case a foreign-invested partnership enterprise modifies the type of partnership enterprise, such enterprise shall, in accordance with the conditions for establishment of the new type of partnership enterprise and within the specified time limit, apply to the enterprise registration authority for alteration registration and submit the relevant documents in accordance with laws.Article 24 In case any partner of a foreign-invested partnership enterprise modifies its name (title or domicile, the supporting documents for the alteration to name (title or domicile shall be submitted.The supporting documents for alteration to name (title, country (region or overseas domicile of a foreign partner shall be notarized and verified by the competent authority in its own country, and shall be verified by the Chinese embassy or consulate in such country. As for a partner which is domiciled in the Hong Kong Special Administrative Region, the Macao Special Administrative Region or the Taiwan region, the supporting documents for alteration to name (title, region or overseas domicile shall be dealt with in accordance with the relevant provisions.Article 25I n case a partner increases or reduces its capital contribution to the foreign-invested partnership enterprise, the written confirmation on the subscribed capital contribution or actually paid capital of each partner signed by all partners or by the persons specified in the partnership agreement shall be submitted to the original enterprise registration authority.Article 26I n case a new partner joins the partnership, the foreign-invested partnership enterprise shall apply to the original enterprise registration authority for alteration registration, and the relevant provisions of Chapter 2 hereof shall apply to the documents mutatis mutandis.In case a new partner joins the partnership by taking over the transfer of all or any part of the equity owned by an original partner in the foreign-invested partnership enterprise, the transfer agreement for such equity shall be submitted.Article 27I n case all foreign partners withdraw from a foreign-invested partnership enterprise and such enterprise will continue to exist, such enterprise shall, in accordance with the procedure of the Measures for Administration of Partnership Enterprises Registration, apply for alteration registration.Article 28I n case the partnership agreement is altered but no registered matter is involved, the foreign-invested partnership enterprise shall submit to the original enterprise registration authority the altered partnership agreement or the resolution on alteration to the partnership agreement.Article 29I n case a foreign partner modifies its agent for accepting legal documents within the territory of China, such partner shall sign a new Power of Attorney for Acceptance of Legal Documents, and file the same with the original enterprise registration authority.Article 30I n case the business license must be altered due to the alteration made by the foreign-invested partnership enterprise to any registered matter, the enterprise registration authority shall renew the business license.Chapter 4 Cancellation RegistrationArticle 31I n case a foreign-invested partnership enterprise is dissolved, the liquidation therefore shall be carried out by liquidators in accordance with the provisions of the Partnerships Law. The liquidators shall, within 10 days after they are appointed, file the name list of liquidators with the enterprise registration authority.Article 32I n case a foreign-invested partnership enterprise is dissolved, the liquidators shall, within 15 days after the liquidation is completed, apply to the original enterprise registration authority for cancellation registration.Article 33F or the purpose of applying for the cancellation registration of a foreign-invested partnership enterprise, the following documents shall be submitted:(1 The cancellation registration application form signed by liquidators;(2 The decree for bankruptcy is sued by a people’s court, the decision made by the foreign-invested partnership enterprise in accordance with the Partnerships Law, the document issued by the administrative authority for wind-up of such enterprise, or the legal document for revocation or cancellation of business license of such enterprise; and(3 The liquidation report signed by all partners (The liquidation report shall indicate that all formalities for taxation and customs affairs have been gone through. In case a foreign-invested partnership enterprise with a branch applies for cancellation registration, such enterprise shall also submit the supporting documents which prove that the registration of such branch has been cancelled.When going through the formalities for cancellation registration, the foreign-invested partnership enterprise shall return the business license.Article 34A fter the registration is cancelled by the enterprise registration authority, the foreign-invested partnership enterprise shall be terminated immediately.Chapter 5 Registration of BranchesArticle 35I n case a foreign-invested partnership enterprise intends to establish a branch, such enterprise shall apply for registration with the enterprise registration authority of the place where such branch is located.Article 36F or a branch, the matters to be registered shall include: the name, business place and business scope of such branch, as well as the name and domicile of the person in charge of such branch.The business scope of the branch may not go beyond the business scope of the foreign-invested partnership enterprise.In case the foreign-invested partnership enterprise is subject to a term of partnership, the registered matter of a branch shall also include the operating term. The operating term of a branch may not exceed the operating term of the foreign-invested partnership enterprise.Article 37F or the purpose of establishing a branch, a foreign-invested partnership enterprise shall submit the following documents to the enterprise registration authority of the place where such branch is located:(1 The application form for registration of such branch;(2 The decision on establishment of such branch signed by all partners;(3 The copy of business license of such enterprise (stamped with the official seal of such enterprise;(4 The power of attorney issued to and the identify certificate of the person in charge of such branch;(5 The operation site using certificate; and(6 Other relevant documents as specified in these Regulations.Article 38I n case the business scope of the branch covers any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval document shall besubmitted to the enterprise registration authority of the place where such branch is located.Article 39T he application for alteration registration or cancellation registration by a foreign-invested partnership enterprise for its branch shall be dealt with by reference to the provisions hereunder relating to alteration registration or cancellation registration for foreign-invested partnership enterprise.Article 40A foreign-invested partnership enterprise shall, within 30 days after the date on which the establishment of a branch is registered, take the copy of business license of such branch (stamped with official seal to the original enterprise registration authority for going through the filing formalities.In case any registered matter of its branch is altered, the foreign-invested partnership enterprise shall, within 30 days after the alteration is registered, go through the filing formalities with the original enterprise registration authority.In case a foreign-invested partnership enterprise applies for the cancellation registration of its branch, such enterprise shall, within 30 days after such registration is cancelled, go through the filing formalities with the original enterprise registration authority.Article 41 T he date on which the business license of a branch is issued shall be the establishment date of such branch of the foreign-invested partnership enterprise.Chapter 6 Registration ProceduresArticle 42I n case the registration application materials submitted by a applicant are complete and comply with legal requirements and the enterprise registration authority can immediately grant the registration, the enterprise registration authority shall grant the registration and issue (renew the business license.Unless under the circumstance as mentioned above, the enterprise registration authority shall, within 20 days after accepting the application, make the decision on whether to grant the registration. Where the enterprise registration authority decides to grant the registration, it shall issue (renew the business license; where the enterprise registration authority decides not to grant the registration, it shall reply in writing and explain the reasons thereof.For any project under the restricted category in the Guiding Catalogue of Industries for Foreign Investment which is subject to legally-required approval prior to registration or is related to the duties of other authorities, the enterprise registration authority shall, within 5 days after accepting the application, solicit in writing the opinions from the relevant authority. The enterprise registration authority shall, within 5 days after receiving the written opinions from the relevant authority, make the decision on whether to grant the registration. Where the enterprise registration authority decides to grant the registration, it shall issue (renew the business license; where the enterprise registration authority decides not to grant the registration, it shall reply in writing and explain the reasons thereof.Article 43I n case the foreign-invested partnership enterprise involves any investment project which is subject to the approval by the government, the formalities for approval on such investment project shall be gone through in accordance with the relevant provisions of China.Article 44 When a foreign-invested partnership enterprise is established, altered or cancelled, the enterprise registration authority shall simultaneously inform the commerce authority at the same level of such establishment, alteration or cancellation. Article 45 The enterprise registration authority shall record the registered matters of each duly-registered foreign-invested partnership enterprise in the register of foreign-invested partnership enterprises and make such register available to the public for inquiry and duplication. Article 46 In case the enterprise registration authority revokes the businesslicense of a foreign-invested partnership enterprise, the enterprise registration authority shall make a public announcement. Chapter 7 Annual Examination and License Management Article 47 Each foreign-invested partnership enterprise and its branch(s shall, in accordance with the requirements of the enterprise registration authority and within the period from March 1 to June 30 of each year, submit the annual examination report and other relevant documents and accept the annual examination. After the annual examination is completed, the enterprise registration authority shall circulate the information about the annual examination of foreign-invested partnership enterprises to the commerce authority at the same level. Article 48 The business license is divided into original and duplicate, and both the original and duplicate are equally authentic. A foreign-invested partnership enterprise and its branch(s may, on the basis of the needs of business, apply for more than one duplicate of business license with the enterprise registration authority. The original of business license shall be placed in a conspicuous position in the business place. Article 49 No entity or individual may alter, sell, lease, lend or otherwise transfer the business license. In case the business license is lost or damaged, the foreign-invested partnership enterprise shall make the announcement on invalidation of such business license in the newspaper designed by the enterprise registration authority, and then apply to the enterprise registration authority for reissue or replacement of business license. Article 50 The formats of registration documents for a foreign-invested partnership enterprise and the branch thereof as well as the formats of original and duplicate of business license shall be formulated by the State Administration for Industry and Commerce. Chapter 8 Legal Liabilities 11Article 51 Where any entity or individual conducts businesses in the name of a foreign-invested partnership enterprise without obtaining the business license, such entity or individual shall be punished by the enterprise registration authority in accordance with the provisions of Article 36 of the Measures for Administration of Partnership Enterprises Registration. Where a foreign-invested partnership enterprise engages in the prohibited category of projects in the Catalogue for the Guiding Foreign Investment Industries or。
中国(上海)自贸区外商投资准入负面清单(2014修订版)
中国(上海)自由贸易试验区外商投资准入特别管理措施(负面清单)(2014年修订)上海市人民政府公告2014年第1号根据有关法律法规、国务院批准的《中国(上海)自由贸易试验区总体方案》、《中国(上海)自由贸易试验区进一步扩大开放的措施》、《外商投资产业指导目录(2011年修订)》，现予公布《中国(上海)自由贸易试验区外商投资准入特别管理措施(负面清单)(2014年修订)》。
特此公告。
上海市人民政府2014年6月30日中国(上海)自由贸易试验区外商投资准入特别管理措施(负面清单)(2014年修订)上海市人民政府说明《中国(上海)自由贸易试验区外商投资准入特别管理措施(负面清单)(2014年修订)》(以下简称“负面清单”)，以有关法律法规、国务院批准的《中国(上海)自由贸易试验区总体方案》、《中国(上海)自由贸易试验区进一步扩大开放的措施》、《外商投资产业指导目录(2011年修订)》等为依据，列明中国(上海)自由贸易试验区(以下简称“自贸试验区”)内对外商投资项目和设立外商投资企业采取的与国民待遇等不符的准入措施。
负面清单按照《国民经济行业分类及代码》(2011年版)分类编制，包括18个行业门类。
S公共管理、社会保障和社会组织、T国际组织2个行业门类不适用负面清单。
对负面清单之外的领域，按照内外资一致的管理原则，外商投资项目实行备案制(国务院规定对国内投资项目保留核准的除外)；外商投资企业设立和变更实行备案管理。
对负面清单之内的领域，外商投资项目实行核准制(国务院规定对外商投资项目实行备案的除外)；外商投资企业设立和变更实行审批管理。
除列明的外商投资准入特别管理措施，禁止(限制)外商投资国家以及中国缔结或者参加的国际条约规定禁止(限制)的产业，禁止外商投资危害国家安全和社会安全的项目，禁止从事损害社会公共利益的经营活动。
自贸试验区内的外资并购、外国投资者对上市公司的战略投资、境外投资者以其持有的中国境内企业股权出资，应符合相关规定要求；涉及国家安全审查、反垄断审查的，按照相关规定办理。
自由贸易试验区外商投资备案管理办法(试行)
商务部公告2015年第12号为进一步扩大对外开放，推进外商投资管理制度改革，在自由贸易试验区（以下称自贸试验区）营造国际化、法治化、市场化的营商环境，经全国人大常委会授权,国务院决定在自贸试验区对外商投资实行准入前国民待遇加负面清单的管理模式.为落实改革外商投资管理模式的相关要求，规范自贸试验区外商投资备案管理工作，现公布《自由贸易试验区外商投资备案管理办法（试行）》，自发布之日起30日后实施.商务部2015年4月8日自由贸易试验区外商投资备案管理办法（试行) 第一条为进一步扩大对外开放，推进外商投资管理制度改革，在中国（广东）自由贸易试验区、中国（天津）自由贸易试验区、中国(福建)自由贸易试验区、中国(上海）自由贸易试验区(以下简称自贸试验区）营造国际化、法治化、市场化的营商环境,根据《全国人大常委会关于授权国务院在中国（上海)自由贸易试验区暂时调整有关法律规定的行政审批的决定》、《全国人大常委会关于授权国务院在中国（广东）、中国（天津)、中国(福建)自由贸易试验区以及中国（上海)自由贸易试验区扩展区域暂时调整有关法律规定的行政审批的决定》、相关法律、行政法规及国务院决定,制定本办法。
第二条外国投资者在自贸试验区投资《自由贸易试验区外商投资准入特别管理措施(负面清单)》以外领域，外商投资企业设立、变更(以下统称投资实施）及合同章程备案，适用本办法。
法律、行政法规和国务院决定另有规定的,从其规定。
投资实施的时间对外商投资企业设立而言，为企业营业执照签发时间；对外商投资企业变更而言，涉及换发企业营业执照的,投资实施时间为企业营业执照换发时间，不涉及换发企业营业执照的,投资实施时间为变更事项发生时间。
第三条自贸试验区管理机构（以下简称备案机构)负责自贸试验区外商投资事项的备案管理。
备案机构通过商务部外商(港澳台侨)投资备案信息系统(以下简称备案系统），开展自贸试验区外商投资事项的备案工作.第四条外国投资者在自贸试验区投资设立企业，属于本办法规定的备案范围的，外国投资者在取得企业名称预核准通知书后,可在投资实施前，或投资实施之日起30日内,登录自贸试验区一口受理平台（以下简称受理平台），在线填报和提交《自贸试验区外商投资企业设立备案申报表》(以下简称《设立申报表》)。
外商投资备案管理办法范本
外商投资备案管理办法范本一、综述外商投资备案管理办法（以下简称“本办法”）是为了规范和指导外商投资活动，促进外商投资的合法、稳定和有序进行而制定的。
本办法适用于外国投资者和外国投资企业在中华人民共和国领域内的投资活动。
二、备案申请1. 外国投资者或外国投资企业在投资前应向所在居住地或注册地县级以上地方人民政府投资促进部门提出备案申请。
申请材料应包括：a) 外商投资者的基本信息，包括名称、国籍或地区等；b) 外商投资企业的基本信息，包括名称、注册地、经营范围等；c) 投资金额和来源，以及投资方式和期限；d) 预计产生的就业情况和经济效益；e) 其他相关的法律文件和证明材料。
2. 投资促进部门应根据申请材料的完整性、合法性进行审核，并在15个工作日内作出备案决定。
如有需要，备案机关可要求申请人提供补充信息或进行核实。
3. 申请备案的外国投资者或外国投资企业应在备案申请递交后保持与备案申请相符的投资情况，不得随意更改投资目的、方式和规模等。
三、备案程序1. 所在地或注册地的投资促进部门根据备案申请的审核结果，作出备案决定，并向外国投资者或外国投资企业发放备案证书。
备案证书应包含备案日期、备案编号等信息，并具有法律效力。
2. 备案决定作出后，备案机关应将备案信息报送国家外汇管理局或其他相关主管部门。
四、备案的效力1. 备案决定的作出，标志着外商投资交易的合法性和可行性。
2. 备案决定应得到政府和相关主管部门的保护，任何单位或个人不得侵犯外商投资者的合法权益。
五、备案的监督1. 外商投资备案管理机关应对备案决定的执行进行监督。
2. 备案机关应定期向国家外汇管理局或其他相关主管部门报告备案情况和履行情况。
六、责任追究1. 对于提供虚假材料进行备案申请的，备案机关有权撤销备案，并追究相应的法律责任。
2. 对于不按备案决定要求进行投资的，备案机关有权采取相应的制裁措施，包括责令停业、罚款等。
七、附则1. 本办法自发布之日起生效，之前的外商投资备案管理办法同时废止。
外商投资企业注册登记指南(中英文对照)
Guidance on RegistrationDocuments(one copy for each) for name approval application of foreign (including Hong Kong, Taiwan and Macao) invested enterprises1. The "application for name pre-approval of foreign invested enterprises" signed by all investors; 全体投资人签署的《外商投资企业名称预先核准申请书》；2. Photocopies of qualification certificates of all investors; 全体投资人的资格证明复印件；3. Other relevant documents and certificates; 其他有关文件、证件；Documents for registration of establishment of a Foreign-, Hong Kong-, Macao-or Taiwan-Invested enterprise (one copy for each)For registration of establishment of a Foreign-Invested company1、"The establishment registration application Form for foreign invested Enterprises" by the legal representative to be appointed 拟任法定代表人签署的《外商投资的公司设立登记申请书》2、The approval document issued by the approval authority (one duplicate of official reply and approval certificate); 审批机关的批准文件（批复和批准证书副本1）3、Articles of association公司章程4、The notification of name pre-approval 《名称预先核准通知书》5、Proof of subject qualification or proof of identification as a natural person for investors 投资者的主体资格证明或自然人身份证明6、Photocopies of documents of appointment and proof of identification for directors, supervisors and managers董事、监事和经理的任职文件及身份证明复印件7、Photocopies of documents of appointment and proof of identification for legal representative法定代表人任职文件和身份证明复印件8、Investment verification certificates issued by a legally established investment verification authority依法设立的验资机构出具的验资证明9、Where a shareholder has made his/her capital contribution with nom-currency properties for the first time, documents proving the completion of property transfer procedures shall be submitted.股东首次出资是非货币财产的，提交已办理财产权转移手续的证明文件10、Certificate of company domicile公司住所证明11、The minutes of the inaugural assembly;创立大会的会议记录12、Pre-approval document or certificate;前置审批文件或证件13、Letter of authorization for service of legal documents 法律文件送达授权委托书14、Other relevant documents and certificates;其它有关文件For registration of establishment of a Foreign-Invested enterprise (non-company) 1、"The application from signed by the pending legal representative";拟任法定代表人签署的《（非公司）外商投资企业设立登记申请书》2、The approval document issued by the approval authority (one duplicate of official replyand approval certificate);审批机关的批准文件（批复和批准证书副本1）3、Contract and articles of association; 合同、章程4、"The notification of name pre-approval" 名称预先核准通知书5、Investor's legal business certificate and credit certificate;投资者的合法开业证明和资信证明6、Photocopies of documents of appointment and proof of identification for legal representative and members of Joint management committee法定代表人、联合管理委员会委员任职文件原件及身份证明复印件7、The certificate of using the new domicile;住所使用证明8、Investment verification certificates issued by a legally established investment verification authority依法设立的验资机构出具的验资证明9、Pre-approval document or certificate;前置审批文件或证件10、Other relevant documents and certificates;其它有关文件For registration of cancellation of a Foreign-Invested company1、"The cancellation registration application form for foreign invested enterprises" signed by the responsible person of the liquidation team 清算组负责人签署的《外商投资的公司注销登记申请书》2、The approval document issued by the original approval authority agreeing the cancellation; 原审批机关同意注销的批准文件3、Resolution or decision made in accordance with laws依法作出的决议或者决定4、Liquidation report that has been recorded and confirmed in accordance with laws经依法备案、确认的清算报告5、Certificate for registration of cancellation issued by taxation and customs authorities税务和海关部门出具的完税证明6、Certificate for registration of cancellation of branches分公司的注销登记证明7、The original and the duplicate business license营业执照正、副本8、Other relevant documents and certificates;其它有关文件For registration of cancellation of a Foreign-Invested enterprise (non-company)1、"The cancellation registration application form for foreign invested enterprises";2、The approval document issued by the original approval authority agreeing the cancellation;3、Resolution or decision made in accordance with laws4、Reports confirming the settlement of credits and liabilities or documents formulated by liquidation team that are responsible for settlement of credits and liabilities5、Duty-paid certificates issued by taxation authority and customs;6、Certificates showing cancellation of its branches (administrative offices);7、The original and the duplicate business license, as well as the official stamp8、Other relevant documents and certificates《外商投资企业注销登记申请书》2、原审批机关同意注销的批准文件3、依法作出的决议或决定4、清理债权债务完结的报告或者清算组织负责清理债权债务的文件5、税务和海关出具的完税证明6、分支（办事）机构已注销的证明7、营业执照正、副本和公章8、其它有关文件Cancellation of modification registration of foreign invested enterprises1. "Application Form for Cancellation of Modification Registration of Foreign Invested Enterprises" signed by the legal representative of the company;2. Written judgment of the people's court;3. The former approval letter for the application of modification registration;4. Photocopy of the duplicate of the business license;5. Other relevant documents;The modification (for record) registration application form for foreign invested enterprisesModification of company name1、"The modification (for record) registration application form for foreign invested enterprises";2、Resolution or decision made in accordance with laws3、The photocopy of the duplicate of the business license4、The notification of name pre-approval;5、The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;6、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、营业执照副本复印件4、名称变更核准通知书5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、其他有关文件Modification of company domicile1. "The modification (for record) registration application form for foreign invested enterprises";2、Resolution or decision made in accordance with laws3、The Amendment of Articles of Association or the Revised Articles of Association signed by the legal representative4、The certificate of using the new domicile;5、The photocopy of the duplicate of the business license6、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、公司法定代表人签署的公司章程修正案或修改后的公司章程4、住所使用证明5、营业执照副本复印件6、其他有关文件Modification of the legal representative1、"The modification (for record) registration application form for foreign invested enterprises";2、Resolution or decision made in accordance with laws3、The appointment document of the new legal representative and the dismissal document of the former legal representative;4、The registration form of the new legal representative;5、The photocopy of the duplicate of the business license6、The approval document issued by the approval authority;7、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、原法定代表人的免职文件和新任法定代表人的任职文件4、新任法定代表人登记表5、营业执照副本复印件6、审批机关的批准文件7、其它有关文件Modification of gross investment and registered capital1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document and certificate issued by the approval authority (one duplicate);3、Resolution or decision made in accordance with laws4、The modification agreement for contract and articles of association;5、The Amendment of Articles of Association or the Revised Articles of Association signed by the legal representative6、Investment verification certificates issued by a legally established investment verification authority7、Sample newspaper that publishes the capital reduction announcement and debt repayment report or debt assurance certificate8、The photocopy of the duplicate of the business license9、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、依法设立的验资机构出具的验资证明7、刊登减资公告的报纸报样及债务清偿报告或债务担保证明8、营业执照副本复印件9、其它有关文件Modification of the paid-in registered capital1. "The modification (for record) registration application form for foreign invested enterprises";2. Certificate of investment verification issued by an investment verification entity established according to the law;3. Photocopy of the duplicate of the business license;4. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法设立的验资机构出具的验资证明3、营业执照副本复印件4、其它有关文件Modification of time and forms of investment (new investment)1. "The Modification (for record) Registration Application Form for Foreign Invested Enterprises" signed by the legal representative of the company;2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Resolution or decision made according to the law;4. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、公司法定代表人签署的《外商投资的公司变更（备案）登记申请书》2、审批机关的批准文件(批复和批准证书副本1）3、依法作出的决议或决定4、公司法定代表人签署的公司章程修正案或修改后的公司章程5、营业执照副本复印件6、其它有关文件Modification of business period1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document and certificate issued by the approval authority (one duplicate);3、Resolution or decision made in accordance with laws4. The modification agreement for contract and articles of association;5、The Amendment of Articles of Association or the Revised Articles of Association signed by the legal representative6、The photocopy of the duplicate of the business license7、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、营业执照副本复印件7、其它有关文件Modification of business scope1. 1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Resolution or decision made according to the law;4. The modification agreement for contract and articles of association;5. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;6. Photocopy of the duplicate of the business license;7. Prior approval documents or certificates;8. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、营业执照副本复印件7、前置审批文件或证件8、其他有关文件Modification of share ownership1、"The modification (for record) registration application form for foreign invested enterprises";2、Approval document and certificate issued by the approval authority (one duplicate);3、Resolution or decision made according to the law;4、The modification agreement for contract and articles of association;5、The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;6、The share transfer agreement;7、Statement acquiring the approval of other investors to allow the transfer in accordance with laws8、The proof of subject qualification of the transferee;9、Certificate of financial standing of the transferee;10、Letter of attorney for the serving of legal documents;11、The photocopy of the duplicate of the business license12、Other relevant documents;1、外商投资企业变更（备案）登记申请书2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、股权转让协议7、依法经其他投资方同意转让的声明8、股权受让方的主体资格证明9、股权受让方的资信证明10、法律文件送达授权委托书11、营业执照副本复印件12、其它有关文件Modification of investor name1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Evidentiary documents for modification of investor name;4. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、投资者名称变更的证明文件4、公司法定代表人签署的公司章程修正案或修改后的公司章程5、营业执照副本复印件6、其它有关文件The registration form for company form modification1. "The Modification (for record) Registration Application Form for Foreign Invested Enterprises" signed by the legal representative of the company;Invested Enterprises" signed by the legal representative of the company;2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Resolution or decision made according to the law;4. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、公司法定代表人签署的《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、公司法定代表人签署的公司章程修正案或修改后的公司章程5、营业执照副本复印件6、其它有关文件Increase branches1. "The modification (for record) registration application form for foreign invested enterprises";2. Resolution made according to the law;3. The approval document issued by the approval authority;4. Photocopy of the business license;5. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议3、审批机关的批准文件4、营业执照复印件5、其它有关文件Disband branches1. "The modification (for record) registration application form for foreign invested enterprises";2. Resolution or decision made according to the law;3. The approval document issued by the approval authority;4. The cancellation certificate issued by the registration authority of the branch (administrative office);5. Photocopy of the duplicate of the business license;6. Other relevant documents and certificates;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、审批机关的批准文件4、分支（办事）机构登记机关出具的注销证明5、营业执照副本复印件6、其它有关文件、证件Put the director (supervisor) on record1. "The modification (for record) registration application form for foreign invested enterprises";2. The dismissal document of the former director, supervisor or manager and the appointment document and photocopy of identification paper of the new director, supervisor or manager;3. The dismissal documents of former members of the Joint ManagementCommittee and the appointment documents and photocopies of identification papers of new members of the Joint Management Committee;4. "Basic information of the director, supervisor or manager/members of the Joint Management Committee";5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、原董事、监事、经理的免职文件和新任董事、监事、经理的任职文件及身份证明复印件3、原联合管理委员会委员的免职文件和新任联合管理委员会委员的任职文件及身份证明复印件4、《董事、监事、经理/联合管理委员会委员情况表》5、营业执照副本复印件6、其它有关文件Put other items on record1. Stock equity hypothecation:A. "The modification (for record) registration application form for foreign invested enterprises";B. Approval document of the approval authority;C. Resolution or decision made according to the law;D. The legal hypothecation contract agreed by other investors;E. Photocopy of the duplicate of the business license;股权质押：a. 《外商投资企业变更（备案）登记申请书》b. 审批机关批准文件c. 依法做出的决议或决定d. 依法经其他投资方同意的质押合同e. 营业执照副本复印件2. Branch company:A. "The modification (for record) registration application form for foreign invested enterprises";B. Photocopy of the duplicate of the branch company's business license;C. Photocopy of the duplicate of the company's business license;D. Others分公司：a. 《外商投资企业变更（备案）登记申请书》b. 分公司营业执照副本的复印件c. 公司营业执照副本的复印件d. 其他材料3. Members or chief of the liquidation team:A. "The modification (for record) registration application form for foreign invested enterprises" signed by the chief of the company's liquidation team;B. Resolution or decision made according to the law;C. Photocopy of the duplicate of the business license;D. Others清算组成员清算组负责人：a. 公司清算组负责人签署的《外商投资企业变更（备案）登记申请书》b. 依法做出的决议或决定c. 营业执照副本复印件d. 其他材料4. Modification of the articles of association that does not relate to the registered items:A. "The modification (for record) registration application form for foreign invested enterprises";B. The approval document issued by the approval authority;C. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;D. Photocopy of the duplicate of the business license;不涉及登记事项的章程修改：a.《外商投资企业变更（备案）登记申请书》b. 审批机关的批准文件c. 公司法定代表人签署的公司章程修正案或修改后的公司章程d. 营业执照副本复印件5. Overseas shareholder, founder or recipient of legal documents:A. "The modification (for record) registration application form for foreign invested enterprises";B. "Letter of attorney for the serving of legal documents";C. Photocopy of the proof of subject qualification of the authorized person;境外股东、发起人法律文件送达接受人：a. 《外商投资企业变更（备案）登记申请书》b. 《法律文件送达授权委托书》c. 被授权人的主体资格证明复印件6. Contact person for industrial and commercial registrationA. "The modification (for record) registration application form for foreign invested enterprises";B. Basic information of the contact person for industrial and commercial registration工商登记联络员：a. 《外商投资企业变更（备案）登记申请书》b. 工商登记联络员基本情况。
自贸区外商投资项目备案管理办法中英文对照
中国（上海）自由贸易试验区外商投资项目备案管理办法Administrative Measures for the Record-filing of Foreign Investment Projects in the China (Shanghai) Pilot Free Trade Zone第一章总则Chapter 1: General Provisions第一条为规范中国(上海)自由贸易试验区(以下简称“自贸试验区”)外商投资项目管理制度,根据《中国(上海)自由贸易试验区总体方案》,制定本办法。
Article 1 These Measures are formulated pursuant to the Overall Plan for the China (Shanghai) Pilot Free Trade Zone with a view to standardizing the management system of foreign investment projects in the China (Shanghai) Pilot Free Trade Zone (hereinafter referred to as the "FTZ").第二条本办法适用于自贸试验区内实行备案制管理的外商投资项目。
自贸试验区项目备案管理范围包括:自贸试验区外商投资准入特别管理措施(负面清单)之外的中外合资、中外合作、外商独资、外商投资合伙、外国投资者并购境内企业、外商投资企业增资等各类外商投资项目(国务院规定对国内投资项目保留核准的除外)。
法律、法规另有规定的,从其规定。
Article 2 These Measures shall apply to foreign investment projects withinthe FTZ that are subject to record-filing management.Projects subject to record-filing management within the FTZ shall include Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures, wholly foreign-owned enterprises, foreign-invested partnerships, merger and acquisition ("M&A") of domestic enterprises by foreign investors, increase of capital by foreign-invested enterprises and other various types of foreign investment projects other than those subject to special market entry management measures for foreign investment in the FTZ (i.e. those included on the negative list), but shall exclude domestic investment projects for which verification and approval shall be retained as prescribed by the State Council.The provisions otherwise prescribed by laws and regulations shall prevail.第三条属于国家安全审查范围的外商投资项目,需按照有关规定进行安全审查。
外商投资商业领域管理办法-英文版
Measures for the Administration on Foreign Investment in Commercial FieldsMeasures for the Administration on Foreign Investment in Commercial FieldsOrder of the Ministry of Commerce [2004] No.8April 16, 2004Measures for the Administration on Foreign Investment in Commercial Fields has been examined and approved at the sixth excutive meeting of the Ministry of Commerce of the People''s Republic of China and shall be promulgated. It shall be implemented as of June 1,2004.Bo Xilai, MinisterMeasures for the Administration on Foreign Investment in Commercial FieldsArticle 1 The present Measures are hereby formulated in accordance with the Law of the People's Republic of China on Sino-foreign Equity Joint Ventures, the Law of the People's Republic of China on Sino-foreign Contractual Joint Ventures, the Law of the People's Republic of China on Wholly Foreign-owned Enterprises, the Company Law, and other relevant laws and administrative regulations, for the purpose of further expanding the policy of opening-up to the outside world and improving the construction of the market circulation system.Article 2 In the event that a foreign company, enterprise and other economic organization or individual (hereinafter referred to as "foreign investors") establishes a foreign-funded commercial enterprise within the territory of China and engages in business activities, the present Measures must be observed.Article 3 The term "foreign-funded commercial enterprises" as used hereinshall refer to enterprises with foreign investment which undertake the following business activities:1. Commission agency: agents, brokers, auctioneers or other wholesalers of goods who sell goods owned by others and provide relevant attachment services through the collection of fees on the basis of contract.2. Wholesale: the selling of goods to retailers, customers of industry, commerce and organizations, or to other wholesalers or providing relevant attachment services.3. Retail: the selling of goods for consumption and use by individuals or groups or providing relevant attachment services in fixed places or through television, telephone, mail order, internet, and automats.4. Franchising: vesting other people with the right of use of a given trademark, trade firm or mode of management through the signing of a contract in order to collect remunerations or franchising fees.Foreign companies, enterprises, and other economic organizations or individuals must carry out the business activities as prescribed in items 1, 2, 3, and 4 of the preceding paragraph through the foreign-funded enterprises they establish within China.Article 4 All foreign-funded commercial enterprises must abide by the laws, administrative regulations and relevant rules of the People's Republic of China. Their proper business activities as well as their legal rights and interests shall be subject to protection by the laws of the People's Republic of China.Article 5 The competent commerce departments of the state shall perform supervisory and administrative duties concerning foreign investment in commercial fields and the business activities of foreign-funded commercial enterprises according to the law.Article 6 The foreign investors of foreign-funded commercial enterprises must have a good credit standing and must have committed no acts in violation of the laws, administrative regulations and relevant rules of the People's Republic of China. Foreign investors who have excessive economic power, advanced experience and marketing technology in business management,and broad international marketing networks are encouraged to establish foreign-funded commercial enterprises.Article 7 All foreign-funded commercial enterprises must meet the following conditions:1. The minimum registered capital must accord with the relevant provisionsas stated in the Company Law.2. The relevant provisions on the registered capital and total investment ofthe enterprises with foreign investment must be conformed to.3. The period of operation of a foreign-funded commercial enterprise mustnot exceed 30 years in general, and the term of operation of a foreign-funded commercial enterprise established in the middle and western areas must not exceed 40 years in general.Article 8 All foreign-funded commercial enterprises must meet the following conditions when opening a store:1. If the application for the establishment of a store occurs at the same time as the application for the establishment of a commercial enterprise, it must follow the relevant provisions on city development and urban commercial development.2. In the event that a foreign-funded commercial enterprise whose establishment has been approved applies for the establishment of additional stores, it must, in addition to meeting the requirements of item 1, meet the following conditions:(1) It must participate in and successfully pass the joint annual examination on enterprises with foreign investment.(2) The registered capital of the enterprise must have been paid in full.Article 9 Upon approval, foreign-funded enterprises may operate the following types of business:1. For the foreign-funded commercial enterprises that undertake retailing business:(1) Retailing of commodities.(2) Importing of self-managed commodities.(3) Purchasing domestic products for export.(4) Other relevant matching businesses.2. For the foreign-funded commercial enterprises that undertake wholesaling business:(1) Wholesaling of commodities.(2) Commission agency (excluding auction).(3) Importing and exporting of goods.(4) Other relevant matching businesses.A foreign-funded commercial enterprise may authorize others to establish stores by way of franchising.A foreign-funded commercial enterprise may, upon approval, undertake one kind or several kinds of sales businesses. The kinds of commodities it manages must be specified in the contents regarding the scope of business as prescribed in the contract or articles of association.Article 10 The following procedures must be followed when handling the establishment and opening of stores by a foreign-funded commercial enterprise:1. The project initiation, feasibility study report of the foreign-funded enterprise, and the report and verification on the establishment of the enterprises shall be submitted altogether at one time.2. Excluding the provisions in items (3) and (4) of paragraph one of the present Article, the investors of the foreign-funded commercial enterprises to be established and the already established foreign-funded commercial enterprises that apply for opening stores must submit respectively the application documents as prescribed in Article 12 and Article 13 to the competent commerce department at the level of the province where the foreign-funded commercial enterprise undergoes registration. The given competent commerce department at the provincial level shall, after making preliminary examination on the documents submitted, report to the Ministry of Commerce within one month from the date of the receipt of all the application documents. The Ministry of Commerce shall make decision on whether to approve the application within 3 months from the date of the receipt of all the application documents. If it approves the establishment, the Certificate of Approval for Foreign-funded Enterprises shall be issued. If the application is not approved, however, the reasons for the refusal will be thereby explained.The Ministry of Commerce may authorize the competent commerce departments at the provincial level to examine and approve the foregoing applications in accordance with the present Measures.3. In the event that the applicant is a foreign-funded commercial enterprise undertaking retail business operations opens stores within the administrative region at the level of the province of its locality, meets the following conditions, and its business scope does not include sales via television, telephone, mail order, internet, or automats, or any of the commodities as enumerated in Articles 17 and 18 of the present Measures, the said competent commerce department of the province shall examine and approve it within the power of its examination and approval and report it to and place it on record with the Ministry of Commerce.(1) The area of business of an individual store does not exceed 3,000 square meters, the number of stores does not exceed 3, and the total number of the similar stores established by foreign investors of such stores within China through the foreign-funded commercial enterprises they have established does not exceed 30.(2) The area of business of an individual store does not exceed 300 square meters, the number of stores does not exceed 30, and the total number of similar stores opened in China by foreign investors of such stores through the foreign-funded commercial enterprises they have established does not exceed 300.4. In the event that the owners of a trademark or business name of a Sino-foreign equity joint venture or cooperative commercial enterprise are Chinese-funded enterprises or Chinese natural persons, and the Chinese investors maintain the controlling shares in the foreign-funded commercial enterprise, and the business scope of the foreign-funded commercial enterprise does not concern any of the commodities enumerated in Articles 17 and 18 of the present Measures, its applications for establishment and establishment of stores shall be examined and approved by the competent commerce department at the level of the province where the enterprise is located. If a store is opened in a different province, the opinions of the competent commerce department at the level of the province where the planned store is located shall also be consulted.The competent commerce department at the provincial level shall not transfer the power for examination and approval as prescribed in items (3) and (4) of paragraph 1 of the present Article by itself to a lower level without the authorization of the Ministry of Commerce.Article 11 The investors must, within one month of receiving the certificate of approval, undertake the registration formalities at the administrative department for industry and commerce upon the strength of the Certificate of Approval for Foreign-funded Enterprises.Article 12 The following documents must be submitted upon application for the establishment of a foreign-funded commercial enterprise:1. Application letter.2. Feasibility study report signed jointly by all the investors.3. Contract, articles of association (for a foreign-funded commercial enterprise, only the articles of association should be submitted) and the attachment.4. Bank credit certificates of all investors, registration certificate (photocopy), certificate of the legal representative (photocopy), if the foreign investor is a legal individual, his/her identity certificate must be provided.5. The audit report of all investors during the past year, which is audited by accountant firms.6. The evaluation report on state-owned assets invested into the Sino-equityjoint venture or contractual joint venture commercial enterprises by Chinese investors.7. Catalogues of import and export commodities of the planned foreign-funded commercial enterprise.8. Name list of the members of the board of directors of the planned foreign-funded commercial enterprise and the power of attorney for directors of each investor.9. Notice of pre-approval of the enterprise name as issued by the administrative department for industry and commerce.10. The certificate documents (photocopy) of the right to use the land set aside for the planned store and (or) house lease agreement (photocopy), except when the business area of the store to be opened is less than 3,000 square meters.11. The documents of statement in conformity with the requirements for city development and urban commercial development as issued by the competent commerce department of the government at the locality of the store.In the event that the documents are signed by an individual who is not the legal representative, the power of attorney of the legal representative must be shown.Article 13 In situations where an already established foreign-funded commercial enterprise applies for opening a store, it must submit the following documents:1. Application letter.2. The revised contract or articles of association must be submitted in cases wherein amendments to the contract or articles of association are involved.3. Feasibility study report on the establishment of the store.4. Resolutions of the board of directors on the establishment of the store.5. The audit report of the enterprise during the past one year.6. The capital verification report of the enterprise (photocopy).7. Registration certificate (photocopy) of all the investors and the certificate of the legal representative (photocopy).8. Certificate documents of the right to use the land that has been set aside for the store to be opened and (or) house lease agreement (photocopy), except when the business area of the store opened is less than 3,000 square meters.9. The documents of statement in conformity with the requirements for city development and the commercial development of the city as issued by the government where the planned store is located.In the event that the document is signed by an individual who is not the legal representative, the power of attorney of the legal representative must be shown.Article 14 The license contract for the use of a trademark or a business name, technology transfer contract, management contract and service contract signed by a foreign-funded commercial enterprise, and other legal documents shall be deemed as the attachment of the contract (for a foreign-funded commercial enterprises, it shall be deemed as the attachment of the articles of association) and must be submitted along with all the other documents.Article 15 The foreign-funded commercial enterprises must, when opening a store, obtain the land for commercial use by way of public invitation of bidding, auction or listing in accordance with the provisions of the relevant laws and administrative regulations of the state on land management.Article 16 In the event that a foreign-funded commercial enterprise manages the commodities on which the state has special provisions and the import and export goods involving quota or license administration, it must undergo the formalities in accordance with the relevant state provisions.Article 17 A foreign-funded commercial enterprise must, when managing the following commodities, conform to the following prescriptions in addition to the provisions of the present Measures:In situations where a foreign-funded commercial enterprise manages books, newspapers or periodicals, it must act in accordance with the Measures forthe Administration of Foreign-funded Distribution Enterprises of Books, Newspapers, or Periodicals.In situations where a foreign-funded commercial enterprise manages a gas station and undertakes retail of refined oil, it must have a stable supply channel for refined oil, conform to the construction plan of the local oil station, with the business establishments thereof corresponding with the existingstate standards and the provisions on computation and checking procedures, meet the requirements for fire control and environmental protection, and etc. The specific implementation measures shall be additionally formulated by the Ministry of Commerce.In situations where a foreign-funded commercial enterprise manages drugs, it shall conform to the relevant standards for the administration of the drug sale. The specific implementation measures shall be formulated by the Ministry of Commerce additionally.In situations where a foreign-funded commercial enterprise manages automobiles, it shall manage within the approved business scope. The specific implementation measures shall be formulated by the Ministry of Commerce additionally.Except the special provisions in Article 18 of the present Measures and the present Article, if foreign investors establish commercial enterprises of farm products and by-products, and agricultural production materials, they shallnot be restricted by the region, proportion of share, and the amount of investment.Before December 11, 2004, no wholesaling foreign-funded commercial enterprises may manage drugs, pesticides and agricultural films, nor shall they manage fertilizers, refined oil and crude oil before February 11, 2006. Before December 11, 2004, no retailing foreign-funded enterprises may manage drugs, pesticides, agricultural films and refined oil, nor shall they manage fertilizers before December 11, 2006.No wholesaling foreign-funded commercial enterprises may manage salt or tobacco, and no retailing foreign-funded commercial enterprises may manage tobacco.Article 18 Under the circumstance that the same foreign investor accumulatively opens more than 30 stores within China, if the goods it manages include books, newspapers, magazines, automobiles (this restriction shall be cancelled from December 11, 2006), drugs, pesticides, agricultural films, fertilizers, refined oils, food, vegetable oil, sugar, cotton, and other commodities, and the above commodities are of different brands and come from different suppliers, the proportion of capital contribution of the foreign investors must not exceed 49%.Article 19 In the event that a foreign-funded commercial enterprise authorizesothers to open stores by way of franchising, it must, in addition to observing the provisions of the present Measures, observe any existing special provisions of the state regarding franchising.Article 20 In the event that a foreign-funded commercial enterprise manages an auction business, it must act in full accordance with the Auction Law, the Laws on Cultural Relics, and other relevant laws, and shall be examined and approved by the Ministry of Commerce. The specific implementation measures shall be formulated additionally.Article 21 The establishment of foreign-funded commercial enterprises shall be allowed beginning on December 11, 2004.Article 22 The regions where a foreign-funded retail commercial enterprise and its stores may be established shall be restricted to the provincial capital cities, the metropolises of autonomous regions, municipalities directly under the control of the Central Government, cities directly under state planning, and special economic zones before December 11, 2004, and the regional restrictions shall be cancelled after December 11, 2004.Regional restrictions on foreign-funded wholesaling commercial enterprises shall be cancelled from the date of implementation of the present Measures.Article 23 In the event that an enterprise with foreign investment invests in commercial fields within the territory of China, it must accord with the Interim Provisions on Investment of Foreign-funded Enterprises in China and refer to the present Measures.Article 24 Other foreign-funded enterprises undertaking business activities as enumerated in Article 3 of the present Measures other than foreign-funded commercial enterprises, must conform to the provisions of the present Measures, and accordingly alter the scope of business as designated by law.Article 25 All investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and from the Taiwan region, who invest to establish commercial enterprises in other provinces, autonomous regions, and municipalities directly under control of the Central Government, shall refer to the present Measures in addition to the following prescriptions:1. As of January 1, 2004, commercial service providers of Hong Kong and Macao may establish foreign-funded commercial enterprises in the Mainland.2. The regional scope of retail enterprises established in the Mainland by Hong Kong and Macao commercial service providers shall be extended to cities at the prefecture level, and the cities at the county level in Guangdong province.3. Beginning on January 1, 2004, the commercial service providers of Hong Kong and Macao may submit applications according to the relevant articles of the present Measures to establish commercial enterprises that undertake automobile retail business, but their average sales volume per annum in the three years prior to filing the application must be no less than one hundred million dollars. Furthermore, the amount of capital earned in the year prior to the application must be no less than 10 million dollars. The minimum registered capital of an automobile retailing enterprise established in the Mainland shall be RMB 10 million Yuan. The minimum registered capital of an automobile retailing enterprise established in the middle and western districts shall be RMB 6 million Yuan.4. Chinese citizens who are also permanent residents of Hong Kong and Macao are allowed to establish individual business according to the relevant laws, regulations and rules to undertake commercial retail activities (excluding franchising), the business areas thereof must not exceed 300 square meters.5. The Hong Kong/Macao commercial service providers as mentioned in this Article shall correspond with the definitions of and the relevant requirements for "service providers" as prescribed in the "Mainland/Hong Kong Closer Economic Partnership Arrangements" and the "Mainland/Macao Closer Economic Partnership Arrangements."Article 26 Foreign-funded commercial enterprises are hereby encouraged to take part in relevant trade associations in order to strengthen the self-discipline of enterprises.Article 27 The Power to interpret the present Measures shall remain with the Ministry of Commerce.Article 28 The present Measures shall go into effect as of June 1, 2004.Article 29 The Trial Measures for the Implementation of the Foreign-funded Commercial Enterprises as jointly promulgated by the former State Economic and Trade Commission and the Ministry of Foreign Trade and Economic Cooperation shall be repealed as of the date of the implementation of the present Measures.2011 LexisNexis, a division of Reed Elsevier Inc. All rights reserved.。
外商投资合伙企业登记管理规定（中英对照）.doc
外商投资合伙企业登记管理规定（中英对照）Order of the State Administration for Industry and Commerce(No.47) 国家工商行政管理总局令（第四十七号）The provisions on the Registration of Foreign-funded partnershipEnterprises, which have been deliberated and adopted at theexecutive meeting of the State Administration for Industry andCommerce of the people’s Republic of China, are hereby promulgated,and shall e into force on March 1, xx. 《外商投资合伙企业登记管理规定》已经中华人民共和国国家工商行政管理总局局务会审议通过，现予公布，自xx年3月1日起施行。
January 29, xx 局长周伯华xx年1月29日Chapter I General provisions 第一章总那么 Chapter II Registration of Formation 第二章设立登记 Chapter III Registration of Changes 第三章变更登记 Chapter IV Cancellation of Registration 第四章注销登记 Chapter V Registration of Branch Offices 第五章分支机构登记 Chapter VI Registration procedures 第六章登记程序 Chapter VII Annual Inspection and License Management 第七章年度检验和证照管理 Chapter VIII Legal Responsibility 第八章法律责任Chapter IX Supplementary provisions 第九章附那么 Chapter I General provisions 第一章总那么 Article 1 To regulate the foreign enterprises’ and individuals’co nduct in the formation of partnership enterprises insideChina,facilitate the investment of foreign enterprises and individuals inChina carried out in the form of partnershipenterprises andenlarge foreign economic cooperation and technological exchange,these provisions are formulated pursuant to the partnershipEnterprise Law of the people’s Republic of China (hereinafterreferred to as “partnership Enterprise Law”), the Measures for theFormation of partnership Enterprises inside China by ForeignEnterprises or Individuals, and the Measures of the people’sRepublic of China for the Registration of partnershipEnterprises(hereinafter referred to as “Measures for the Registration ofpartnership Enterprises”). 第一条为了标准外国企业或者个人在中国境内设立合伙企业的行为，便于外国企业或者个人以设立合伙企业的方式在中国境内投资，扩大对外经济合作和技术交流，依据《中华人民共和国合伙企业法》（以下简称《合伙企业法》）、《外国企业或者个人在中国境内设立合伙企业管理方法》和《中华人民共和国合伙企业登记管理方法》（以下简称《合伙企业登记管理方法》），制定本规定。
自由贸易试验区外商投资准入特别管理措施(负面清单) 中英对照 版本
Notice of the General Office of the State Council on Issuing the Special Management Measures (Negative List) for Foreign Investment Access in Pilot Free Trade Zones[Effective] 国务院办公厅关于印发自由贸易试验区外商投资准入特别管理措施(负面清单)的通知[现行有效]Issuing authority:General Office of the State Council Document Number:No. 23 [2015] of the General Office of the State CouncilDate issued:04-08-2015 Level of Authority:Regulatory Documents of the State CouncilArea of law:Foreign Economy and Trade,Reform and Opening-upNotice of the General Office of the State Council on Issuing the Special Management Measures (Negative List) for Foreign Investment Access in Pilot Free Trade Zones 国务院办公厅关于印发自由贸易试验区外商投资准入特别管理措施（负面清单）的通知(No. 23 [2015] of the General Office of the State Council) （国办发〔2015〕23号）The people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government; all ministries and commissions of the State Council; and all institutions directly under the State Council: 各省、自治区、直辖市人民政府，国务院各部委、各直属机构：The Special Management Measures (Negative List) for Foreign Investment Access in Pilot Free Trade Zones has been approved by the State Council, and is hereby issued to you for your conscientious implementation. You shall, in a timely manner, report all significant issue, if any, encountered in the implementation thereof to the State Council for instructions. 《自由贸易试验区外商投资准入特别管理措施（负面清单）》已经国务院同意，现印发给你们，请认真执行。
《中华人民共和国外商投资法》英文翻译
《中华人民共和国外商投资法》英文翻译中华人民共和国外商投资法Foreign Investment Law of the People's Republic of China目录Table of Contents第一章总则Chapter I General Provisions第二章投资促进Chapter II Investment Promotion第三章投资保护Chapter III Investment Protection第四章投资管理Chapter IV Investment Management第五章法律责任Chapter V Legal Liability第六章附则Chapter VI Supplementary Provisions第一章总则Chapter I General Provisions第一条为了进一步扩大对外开放，积极促进外商投资，保护外商投资合法权益，规范外商投资管理，推动形成全面开放新格局，促进社会主义市场经济健康发展，根据宪法，制定本法。
Article 1 The Foreign Investment Law of the People's Republic of China (hereinafter referred to as "the Law") is hereby formulated in accordance with the Constitution of the People's Republic of China in a bid to further expand opening-up, vigorously promote foreign investment, protect the legitimate rights and interests of foreign investors, standardize the management of foreign investment, impel the formation of a newpattern of all-round opening-up and boost the sound development of the socialist market economy.第二条在中华人民共和国境内（以下简称中国境内）的外商投资，适用本法。
国家发展和改革委员会令第12号 ——外商投资项目核准和备案管理办法
国家发展和改革委员会令第12号——外商投资项目核准和备案管理办法文章属性•【制定机关】国家发展和改革委员会•【公布日期】2014.05.17•【文号】国家发展和改革委员会令第12号•【施行日期】2014.06.17•【效力等级】部门规章•【时效性】已被修改•【主题分类】外资利用正文国家发展和改革委员会令第12号《外商投资项目核准和备案管理办法》已经国家发展和改革委员会主任办公会讨论通过，现予发布，自2014年6月17日起施行。
国家发展和改革委员会2004年10月9日发布的《外商投资项目核准暂行管理办法》（国家发展和改革委员会令第22号）同时废止。
主任：徐绍史2014年5月17日外商投资项目核准和备案管理办法第一章总则第一条为进一步深化外商投资管理体制改革，根据《中华人民共和国行政许可法》、《指导外商投资方向规定》、《国务院关于投资体制改革的决定》及《政府核准的投资项目目录（2013年本）》（以下简称《核准目录》），特制定本办法。
第二条本办法适用于中外合资、中外合作、外商独资、外商投资合伙、外商并购境内企业、外商投资企业增资及再投资项目等各类外商投资项目。
第二章项目管理方式第三条外商投资项目管理分为核准和备案两种方式。
第四条根据《核准目录》，实行核准制的外商投资项目的范围为：（一）《外商投资产业指导目录》中有中方控股（含相对控股）要求的总投资（含增资）3亿美元及以上鼓励类项目，总投资（含增资）5000 万美元及以上限制类（不含房地产）项目，由国家发展和改革委员会核准。
（二）《外商投资产业指导目录》限制类中的房地产项目和总投资（含增资）5000万美元以下的其他限制类项目，由省级政府核准。
《外商投资产业指导目录》中有中方控股（含相对控股）要求的总投资（含增资）3亿美元以下鼓励类项目，由地方政府核准。
（三）前两项规定之外的属于《核准目录》第一至十一项所列的外商投资项目，按照《核准目录》第一至十一项的规定核准。
外商投资合伙企业登记管理规定(中英对照)
外商投资合伙企业登记管理规定（中英对照）Order of the State Administration for Industry and Commerce(No.47) 国家工商行政管理总局令（第四十七号）The provisions on the Registration of Foreign-funded partnershipEnterprises, which have been deliberated and adopted at theexecutive meeting of the State Administration for Industry andCommerce of the people’s Republic of China, are hereby promulgated,and shall e into force on March 1, xx. 《外商投资合伙企业登记管理规定》已经 * 国家工商行政管理总局局务会审议通过，现予公布，自xx年3月1日起施行。
January 29, xx 局长周伯华 xx年1月29日provisions on the Registration ofForeign-fundedpartnership Enterprises 外商投资合伙企业登记管理规定Chapter I General provisions 第一章总则 Chapter II Registration of Formation 第二章设立登记 Chapter III Registration of Changes 第三章变更登记 Chapter IV Cancellation of Registration 第四章注销登记 Chapter V Registration of Branch Offices 第五章分支机构登记 Chapter VI Registration procedures 第六章登记程序 Chapter VII Annual Inspection and License Management 第七章年度检验和证照管理Chapter VIII Legal Responsibility 第八章法律责任 Chapter IXSupplementary provisions 第九章附则 Chapter I General provisions 第一章总则 Article 1 To regulate the foreign enterprises’ and individuals’conduct in the formation of partnership enterprises inside China,facilitate the investment of foreign enterprises and individuals inChina carried out in the form of partnership enterprises andenlarge foreign economic cooperation and technological exchange,these provisions are formulated pursuant to the partnershipEnterprise Law of the people’s Republic of China (hereinafterreferred to as “partnership Enterprise Law”), the Measures for theFormation of partnership Enterprises inside China by ForeignEnterprises or Individuals, and the Measures of the people’sRepublic of China for the Registration of partnership Enterprises(hereinafter referred to as “Measures for the Registration ofpartnership Enterprises”). 第一条为了规范外国企业或者个人在中国境内设立合伙企业的行为，便于外国企业或者个人以设立合伙企业的方式在中国境内投资，扩大对外经济合作和技术交流，依据《 * 合伙企业法》（以下简称《合伙企业法》）、《外国企业或者个人在中国境内设立合伙企业管理办法》和《 * 合伙企业登记管理办法》（以下简称《合伙企业登记管理办法》），制定本规定。
境外投资管理办法 中英文
境外投资管理办法Administrative Measures for Outbound Investment颁布机关:商务部Promulgating Institution: Ministry of Commerce文号:商务部令2014年第3号Document Number: Order 2014 No. 3 of the Ministry of Commerce颁布时间: Promulgating Date: 09/06/2014 09/06/2014实施时间: Effective Date: 10/06/2014 10/06/2014效力状态: Validity Status: 有效Valid第一章总则Chapter 1: General Provisions第一条为了促进和规范境外投资,提高境外投资便利化水平,根据《国务院关于投资体制改革的决定》、《国务院对确需保留的行政审批项目设定行政许可的决定》及相关法律规定,制定本办法。
Article 1 With a view to promoting and regulating outbound investment, and raising the level of outbound investment facilitation, these Measures are formulated pursuant to the Decision of the State Council on Reform of the Investment System, the Decision of the State Council on Instituting Administrative Licensing on Administrative Examination and Approval Items Necessary to Be Retained and other relevant legal provisions.第二条本办法所称境外投资,是指在中华人民共和国境内依法设立的企业(以下简称企业)通过新设、并购及其他方式在境外拥有非金融企业或取得既有非金融企业所有权、控制权、经营管理权及其他权益的行为。
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中国（上海）自由贸易试验区外商投资项目备案管理办法Administrative Measures for the Record-filing of Foreign Investment Projects in the China (Shanghai) Pilot Free Trade Zone第一章总则Chapter 1: General Provisions第一条为规范中国(上海)自由贸易试验区(以下简称“自贸试验区”)外商投资项目管理制度,根据《中国(上海)自由贸易试验区总体方案》,制定本办法。
Article 1 These Measures are formulated pursuant to the Overall Plan for the China (Shanghai) Pilot Free Trade Zone with a view to standardizing the management system of foreign investment projects in the China (Shanghai) Pilot Free Trade Zone (hereinafter referred to as the "FTZ").第二条本办法适用于自贸试验区内实行备案制管理的外商投资项目。
自贸试验区项目备案管理范围包括:自贸试验区外商投资准入特别管理措施(负面清单)之外的中外合资、中外合作、外商独资、外商投资合伙、外国投资者并购境内企业、外商投资企业增资等各类外商投资项目(国务院规定对国内投资项目保留核准的除外)。
法律、法规另有规定的,从其规定。
Article 2 These Measures shall apply to foreign investment projects withinthe FTZ that are subject to record-filing management.Projects subject to record-filing management within the FTZ shall include Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures, wholly foreign-owned enterprises, foreign-invested partnerships, merger and acquisition ("M&A") of domestic enterprises by foreign investors, increase of capital by foreign-invested enterprises and other various types of foreign investment projects other than those subject to special market entry management measures for foreign investment in the FTZ (i.e. those included on the negative list), but shall exclude domestic investment projects for which verification and approval shall be retained as prescribed by the State Council.The provisions otherwise prescribed by laws and regulations shall prevail.第三条属于国家安全审查范围的外商投资项目,需按照有关规定进行安全审查。
Article 3 Foreign investment projects falling under the scope of national security review shall be subject to security review in accordance with relevant provisions.第四条自贸试验区管理委员会为自贸试验区外商投资项目备案机构（以下称“项目备案机构”），负责自贸试验区外商投资项目备案和监督管理。
第二章项目备案程序Article 4 The Management Committee of the FTZ shall be the record-filing agency for foreign investment projects in the FTZ (hereinafter referred to as the "Record-filing Agency"), and shall be responsible for the record-filing, supervision and administration of foreign investment projects in the FTZ.Chapter 2: Project Record-Filing Procedures第五条自贸试验区项目备案管理范围内的外商投资项目申请人(以下称“备案申请人”)填写并上报自贸试验区外商投资项目备案表相关信息,同时向项目备案机构提交下列材料:(一)中外投资各方的企业注册证(营业执照)、商务登记证(个人投资者提供个人身份证明);(二)投资各方签署的投资意向书,增资、并购项目的公司董事会决议或相关出资决议;(三)房地产权证,或土地中标通知书(或土地成交确认书、或国有建设用地使用权出让合同),或租赁协议;(四)根据有关法律法规,应提交的其他相关材料。
备案申请人对所提交申请材料内容的真实性负责。
同步申报项目备案和企业设立(变更)的,按照自贸试验区“一表申报、一口受理”机制办理。
Article 5 The applicant for a foreign investment project falling under thescope of project record-filing management of the FTZ (hereinafter referred to as the "Applicant") shall fill out and submit the record-filing form for foreign investment projects of the FTZ, and submit the following materials to the Record-filing Agency: (1) The enterprise registration certificate (business license) and business registration certificate (or personal identity proofs for natural person investors) of each domestic and foreign investor;(2) The letter of investment intent signed by all investors, or the resolution of the company's board of directors or the relevant resolution on capital contribution for a project of capital increase or M&A;(3) The real estate ownership certificate, or the notice of award of land bidding (or land transaction confirmation certificate, or the contract on transfer of the right to use State-owned construction land), or the lease agreement; and(4) Other relevant materials that shall be submitted in accordance with pertinent laws and regulations.The Applicant shall be responsible for the truthfulness of the application materials submitted.Where an Applicant applies for the record-filing of a project and for the establishment (change) of an enterprise at the same time, the FTZ's mechanism of "submitting applications by a single form, and accepting applications in a one-stop manner" shall be adopted.第六条项目备案机构应在收到申请材料之日起10个工作日内,向备案申请人出具自贸试验区外商投资项目备案意见(以下简称“项目备案意见”)。
对不违反法律、法规,符合国家产业政策规定,属于自贸试验区外商投资项目备案管理范围的外商投资项目,项目备案机构应予以备案。
不予备案的,应在项目备案意见中说明理由。
Article 6 The Record-filing Agency shall, within ten working days upon receipt of the application materials, issue to the relevant Applicant the record-filing opinions on foreign investment projects of the FTZ (hereinafter referred to as the "Record-filing Opinions").The Record-filing Agency shall process the record-filing of foreign investment projects that are not in violation of laws and regulations, are in line with State industry policies, and fall under the scope of foreign investment projects subject to record-filing management in the FTZ. The Record-filing Agency shall state the reasons in the Record-filing Opinions if the record-filing applications for certain projects are not approved.第七条予以备案的外商投资项目,备案申请人可凭项目备案意见,办理规划、用地、环评、建设等审批手续;申请使用政府补助、转贷、贴息等优惠政策的,可凭项目备案意见,向相关部门提交资金申请报告;申请进口设备减免税等优惠政策的,可凭项目备案意见,向国家或市发展改革部门申请办理相关手续。