Law of the PRC on Foreign-funded Enterprises

The relevant local people's government at or above the county level shall, within 30 days from the date of receiving the report submitted by the foreign investor, give him a reply in writing.

Article 10 Any foreign investor who wishes to establish a foreign-funded enterprise shall submit an application to the examining and approving authority through the relevant local people's government at or above the county level at the place where the foreign-funded enterprise is to be established, together with the following documents:

(1) a written application for the establishment of the foreign-capital enterprise;

(2) a feasibility study report;

(3) the articles of association of the foreign-funded enterprise;

(4) a list of legal representative (candidates for the future board of directors) of the foreign-funded enterprise;

(5) the legal documentation and credit certificate of the foreign investor;

(6) the written reply given by the relevant local people's government at or above the county level at the place where the foreign-funded enterprise is to be established;

(7) an inventory of goods and materials that shall be imported;

(8) other documents as may be required.

Documents of (1) and (3) of the preceding paragraph must be prepared in Chinese, while those of (2), (4) and (5) of the same paragraph may be written in a foreign language but the corresponding Chinese translations should be attached.

If two or more foreign investors jointly apply for the establishment of a foreign-funded enterprise, they shall submit a copy of the contract between them two to the examining and approving authority for record.

Article 11 The examining and approving authority shall, within 90 days from the date of receiving all the documents required for the application for the establishment of a foreign-funded enterprise, make a decision on whether to approve or disapprove the application. When finding that the documents mentioned above are not complete or that some of them are inappropriate, the examining and approving authority may demand supplementation and corrections to be made within a prescribed time limit.

Article 12 The foreign investor shall, within 30 days from the date of receiving the approval certificate issued by the examining and approving authority, apply for registration with and obtain business license from the administrative department for industry and commerce. The date of issue of the business license of the foreign-funded enterprise shall be the date of its establishment.

If the foreign investor fails to apply to the administrative department for industry and commerce for registration within 30 days from the date of receiving the approval certificate for the establishment of the foreign-funded enterprise, the approval certificate shall become invalid automatically.

The foreign-funded enterprise shall, within 30 days from the date of establishment, conduct taxation registration with the tax authorities.

Article 13 Any foreign investor may appoint a Chinese service agency for foreign-funded enterprises or any other economic organization to handle the affairs stipulated in Article 8, in the first paragraph of Article 9 and Article 10 of these Rules, provided that a contract of entrustment shall be concluded between them.

Article 14 A written application for the establishment of a foreign-funded enterprise shall contain:

(1) the name, domicile, place of registration of the foreign investor, and the name, nationality and position of its legal representative;

(2) the name and domicile of the foreign-funded enterprise that is to be established;

(3) the scope of business, products and production scale;

(4) the total amount of investment, registered capital, source of funds, form of investment and duration of the foreign-funded enterprise;

(5) the form of organization, internal departments and legal representative of the foreign-funded enterprise;

(6) the primary production equipment to be used and the degrees of depreciation thereof, production technology and the level thereof, as well as the sources of all of them;

(7) sales orientation and territories, as well as sales channels and methods, of the products;

(8) arrangements for the revenues and expenditures of foreign exchange;

(9) relevant establishments of the internal departments and sizes of the personnel thereof, arrangements for matters such as the recruitment, training, salaries and wages, welfare, insurance and labor protection of and for workers and staff members;

(10) the degrees of possible environmental pollution and measures for solving this problem;

(11) the site of the enterprise and the area thereof;

(12) funds, energy, raw materials to be needed in capital construction and in production and operations, and the solutions thereof;

(13) schedule of the project;

(14) duration of the foreign-funded enterprise that is to be established.

Article 15 The articles of association of a foreign-funded enterprise shall contain:

(1) the name and domicile;

(2) the aim and scope of business;

(3) the total amount of investment, registered capital, and the time limit of capital subscription;

(4) the form of organization;

(5) the establishments of the internal departments and their functions and powers and rules of procedures, duties and power limits of the legal representative and of other persons such as the general manager, chief engineer and chief accountant;

(6) the principles and system of financial affairs, accounting and auditing;

(7) labor management;　　

(8) the operating period, termination and liquidation of the enterprise;

(9) procedures for amending the articles of association.