Chapter I – General Provisions
Article 1
In order to further expand opening-up, advance the reform of the foreign investment administration system, and improve a law-based, internationalized, and convenient business environment, these Measures are formulated in accordance with 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 Chinese-foreign Contractual 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 relevant laws, administrative regulations, and decisions of the State Council.
Article 2
For the establishment and changes of foreign-invested enterprises that do not involve the special administrative measures for access prescribed by the State, these Measures shall apply.
Article 3
The commerce department under the State Council shall be responsible for coordinating and guiding the filing administration for the establishment and changes of foreign-invested enterprises nationwide.
Commerce departments of the provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the State plan, the Xinjiang Production and Construction Corps, and sub-provincial cities, as well as relevant institutions in pilot free trade zones and national-level economic and technological development zones, are filing authorities responsible for the filing administration for the establishment and changes of foreign-invested enterprises within their respective jurisdictions.
Filing authorities shall carry out filing work through the Foreign Investment Comprehensive Administration Information System (hereinafter referred to as the “Comprehensive Administration System”).
Article 4
Foreign-invested enterprises or their investors shall truthfully, accurately, and completely provide filing information in accordance with these Measures, and shall fill out the filing declaration commitment letter. No false records, misleading statements, or material omissions shall be allowed.
Foreign-invested enterprises or their investors shall properly keep the supporting materials related to the filing information submitted.
Chapter II Filing Procedures
Article 5
When establishing an FIE that falls within the filing scope of these Measures, the representative designated by all investors (or the board of a foreign-invested joint stock limited company) or a jointly entrusted agent shall, when applying to the administration for industry and commerce/market supervision for establishment registration, simultaneously submit online the establishment filing information of the FIE.
Where a non-FIE becomes an FIE through acquisition, merger, or other means and falls within the filing scope of these Measures, the representative or agent shall simultaneously submit online the establishment filing information when applying for alteration registration.
Upon receipt of the filing information forwarded by the administration for industry and commerce/market supervision, the filing authority shall begin the filing procedures and inform the investors.
Article 6
Where an FIE within the filing scope undergoes any of the following alterations, the representative or entrusted agent shall submit, within 30 days after the alteration occurs, the “Alteration Filing Application Form” and relevant documents online through the Comprehensive Administration System:
(1) Changes to basic information of the FIE, including name, registered address, enterprise type, business term, investment industry, business type, business scope, eligibility for duty-exempt import of equipment, registered capital, total investment, organizational structure, legal representative, ultimate actual controller, contact person, or contact information;
(2) Changes to basic investor information, including name, nationality/region or address, ID/document type and number, subscribed capital contribution, method and term of contribution, source of funds, investor type;
(3) Changes to basic information relating to M&A-based establishment of FIEs;
(4) Changes in equity (shares) or cooperative rights;
(5) Merger, division, or termination;
(6) Pledge or transfer of property rights of FIE assets to outside parties;
(7) Early recovery of investment by foreign partners in Chinese-foreign cooperative enterprises;
(8) Entrusted management of Chinese-foreign cooperative enterprises.
Where matters such as merger, division, or capital reduction are required by law to be publicly announced, the FIE shall explain compliance with announcement procedures during filing.
Where the alterations involve resolutions adopted by the highest authority of the FIE, the date of such resolution shall be deemed the date of alteration. Where laws or regulations specify effectiveness conditions for alterations, the date when such conditions are satisfied shall be the date of alteration.
Listed FIEs and companies listed on the National Equities Exchange and Quotations may file alterations only when the cumulative change in foreign shareholding exceeds 5% or when a controlling or relatively controlling position changes.
Article 7
Where a listed FIE introduces a new foreign investor through strategic investment and the matter falls within the filing scope, alteration filing shall be completed within 30 days after registration at the securities registration and clearing institution.
Article 8
FIEs or their investors shall upload the following documents when completing establishment or alteration filing:
(1) Name pre-approval document or business license of the FIE;
(2) Establishment Filing Declaration Commitment Letter signed by all investors (or all promoters) or their authorized representative, or Alteration Filing Declaration Commitment Letter signed by the legal representative or authorized representative;
(3) Proof of designation or joint entrustment of representatives/agents, including power of attorney and identification of authorized persons;
(4) Proof of authorization where investors or legal representatives authorize others to sign documents;
(5) Proof of investor qualification or identity (not required where the alteration does not involve investor information);
(6) Proof of identity of the legal representative (not required where alteration does not involve the legal representative);
(7) Equity structure chart of the ultimate actual controller (not required where the controller does not change);
(8) For foreign investors using eligible overseas company equity as payment consideration, the “Certificate of Overseas Investment” of the domestic enterprise receiving such equity.
Where originals are in foreign languages, Chinese translations shall be provided, and the FIE or its investor shall ensure the Chinese translation matches the original.
Article 9
Where an FIE established by approval undergoes alterations and the altered FIE no longer involves special administrative measures for foreign investment access, the FIE shall complete the filing procedures; upon completion, its Approval Certificate for FIEs becomes invalid.
Article 10
Where alterations of an FIE under the filing system involve special administrative measures for foreign investment access, approval procedures shall be completed under relevant laws/regulations.
Article 11
Upon receiving establishment or alteration filing information, the filing authority shall verify completeness and accuracy in form and determine whether the matter falls within the filing scope. For matters within scope, filing shall be completed within 3 working days. For matters outside the scope, the authority shall notify the FIE or its investors online within 3 working days and inform relevant departments.
Where submitted information is incomplete or inaccurate, or the business scope requires clarification, the authority shall inform the FIE or its investors at once to submit supplementary information within 15 working days.
The supplementary period is not counted toward the filing deadline.
If the FIE or investors fail to supplement within 15 working days, the authority shall notify them online that filing is incomplete. A new supplementary filing application shall be made within 5 working days.
The authority shall publish filing results through the Comprehensive Administration System, accessible to FIEs and investors.
Article 12
Upon completion of filing, FIEs or investors may obtain the “Receipt of Establishment Filing” or “Receipt of Alteration Filing” from the filing authority by presenting a copy of the FIE’s business license.
Article 13
The filing receipt shall contain:
(1) Confirmation that filing materials have been submitted and comply with form requirements;
(2) The establishment or alteration matters filed;
(3) Confirmation that such matters fall within the filing scope;
(4) Whether the FIE is eligible for duty-exempt import of equipment.
Chapter III Supervision and Administration
Article 14
Commerce departments shall supervise and inspect FIEs and their investors regarding compliance with these Measures.
Inspections may be conducted through spot checks, inspections based on reports, inspections based on recommendations from other authorities or judicial bodies, and inspections initiated ex officio.
Commerce departments shall strengthen information sharing and coordination with public security, state-owned assets, customs, taxation, market supervision, securities, foreign exchange, and other departments.
Where violations outside their jurisdiction are discovered, commerce departments shall promptly notify relevant authorities.
Article 15
Commerce departments shall randomly select inspection targets and inspection personnel using filing numbers and other criteria.
Results of spot checks shall be published through the MOFCOM Foreign Investment Information Publicity Platform.
Article 16
Any citizen, legal person, or organization discovering violations of these Measures may report to commerce departments.
Reports shall be in writing, identify the subject of the report, and provide facts and evidence.
Commerce departments shall conduct necessary inspections upon receipt.
Article 17
Where other authorities or judicial bodies discover violations during their duties, they may recommend inspections.
Commerce departments shall promptly conduct inspections upon receiving such recommendations.
Article 18
Commerce departments may initiate inspections ex officio against FIEs or investors who fail to conduct filing as required, provide false information, refuse inspections, or fail to perform administrative penalty decisions.
Article 19
Inspection items include:
(1) Whether filing obligations are fulfilled;
(2) Whether filing information is true, accurate, and complete;
(3) Whether FIEs operate in prohibited sectors under special administrative measures for access;
(4) Whether FIEs operate in restricted sectors without approval;
(5) Whether national security review is triggered;
(6) Whether filing receipts are forged, altered, leased, lent, or transferred;
(7) Whether administrative penalty decisions are fulfilled.
Article 20
Commerce departments may review or request relevant materials during inspections.
Inspected entities shall cooperate and provide truthful materials.
Article 21
Commerce departments shall not hinder normal operations of inspected entities, accept property or services, or seek illegitimate gains.
Article 22
Integrity-related information gathered shall be included in the MOFCOM Foreign Investment Credit Record System.
Where FIEs violate these Measures, information shall be disclosed through the MOFCOM Foreign Investment Information Publicity Platform.
Commerce departments shall share such information with relevant authorities.
Such information shall not include personal privacy, trade secrets, or state secrets.
Article 23
FIEs or investors may check their own credit information.
Where records are incomplete or incorrect, they may request corrections with proof. Verified errors shall be corrected.
Where violations have ceased and no new violation occurs within three years, the bad credit record shall be removed.
Chapter IV Legal Liability
Article 24
Where FIEs or investors fail to fulfill filing obligations on time or commit major omissions, commerce departments shall order correction within a time limit; where they refuse or circumstances are serious, a fine of up to RMB 30,000 may be imposed.
Where FIEs or investors evade filing obligations, conceal facts, provide misleading or false information, or forge, alter, lease, lend, or transfer filing receipts, commerce departments shall order correction and impose a fine of up to RMB 30,000.
Other violations shall be handled by relevant authorities.
Article 25
Where FIEs or investors engage in investment or business activities in restricted industries without approval, commerce departments shall order correction and impose a fine of up to RMB 30,000.
Other violations shall be handled by relevant authorities.
Article 26
Where FIEs or investors engage in investment or business activities in prohibited industries, commerce departments shall order correction and impose a fine of up to RMB 30,000.
Other violations shall be handled by relevant authorities.
Article 27
Where FIEs or investors evade, refuse, or obstruct inspections, commerce departments shall order correction and may impose a fine of up to RMB 10,000.
Article 28
Where staff members abuse power, neglect duties, commit malpractices, or solicit/accept bribes, administrative sanctions shall be imposed; where a crime is constituted, criminal liability shall be pursued.
Chapter V Supplementary Provisions
Article 29
For matters accepted before implementation of these Measures but not yet approved and falling within the filing scope, approval procedures shall be terminated and filing shall be completed under these Measures.
Article 30
Where foreign investment matters involve anti-monopoly review, procedures shall be handled according to relevant regulations.
Article 31
Where foreign investment matters involve national security review, procedures shall be handled according to relevant regulations.
Where a filing authority believes a filing matter may fall under national security review and investors have not submitted an application, the authority shall notify investors to apply and suspend filing procedures, and report to MOFCOM.
Article 32
Investment-type FIEs (including investment companies and venture capital enterprises) shall be regarded as foreign investors and are subject to these Measures.
Article 33
Investors from Hong Kong SAR, Macao SAR, and Taiwan region investing in sectors not subject to special administrative measures shall follow these Measures.
Article 34
Where Hong Kong service providers invest only in sectors opened under CEPA, and Macao service providers invest only in sectors opened under CEPA for Macao, filing shall follow the “Interim Measures for the Record-filing of Hong Kong/Macao Service Providers’ Investment in Mainland China.”
Article 35
Where departmental rules or documents issued previously by MOFCOM are inconsistent with these Measures, these Measures shall prevail.
Article 36
Relevant institutions in pilot free trade zones and national-level economic and technological development zones shall conduct supervision and inspection of FIEs under Chapter III and IV of these Measures.
Article 37
These Measures shall take effect from the date of promulgation.
The “Interim Measures for the Record-filing of Foreign Investment in Free Trade Zones” (MOFCOM Announcement No. 12 of 2015) shall be repealed simultaneously.
Disclaimer: The regulation of company registration in China is translated by FDIChina for reference only. There may be different interpretations of the Chinese version.