Requirements For Registered Capital Of Joint Venture In Retail Business?

In order to further expand the opening to the outside world, promote the reform and development of commercial enterprises, and promote the construction of domestic market, and expand the commercial areas to make foreign investment pilot projects in a healthy and orderly manner, we formulated these measures according to the relevant laws and regulations of the joint venture enterprise law of the people's Republic of China and the law of the People's Republic of China on Sino foreign cooperative ventures.

These second measures apply to the establishment of Sino foreign joint venture or cooperative commercial enterprises in China by foreign companies and enterprises (hereinafter referred to as joint venture commercial enterprises).

It is not allowed to establish wholly foreign-owned commercial enterprises. The third set up joint venture commercial enterprises must meet the commercial development plan of the cities where they are located. They can introduce advanced international marketing techniques and management experience, promote the modernization of domestic business, and promote the export of domestic products, resulting in good economic and social benefits.

The fourth areas for the establishment of joint venture commercial enterprises are stipulated by the State Council, and are temporarily limited to provincial capital cities, autonomous regions, municipalities directly under the central government, municipalities directly under the central government and special economic zones (hereinafter referred to as the pilot areas).

The investors of the fifth joint venture commercial enterprises should have the following conditions: (1) the main joint venturer of foreign joint venturer or foreign joint venture (hereinafter referred to as foreign joint venture) should be an enterprise with strong economic strength, advanced business management experience and marketing technology, extensive international sales network, good reputation and business performance, and be able to drive the export of Chinese products through joint venture commercial enterprises to be established.

The foreign joint venture who applies for the establishment of a joint venture commercial enterprise engaged in retail business shall have an annual average sales volume of more than US $2 billion for the first 3 years, and the amount of assets should be above 200 million US dollars in the first 1 years.

The foreign joint venturers who apply for the establishment of joint venture commercial enterprises engaged in wholesale business should apply for more than US $2 billion 500 million in the first 3 years, and the assets should be more than 300 million US dollars in the first 1 years.

(two) the main joint venturer of Chinese joint venture or Chinese joint venture (hereinafter referred to as the Chinese joint venture) should be a circulation enterprise with strong economic strength and operation ability. The assets of the first 1 years of application should be RMB 50 million yuan (30 million yuan in the central and western regions).

Among them, the Chinese joint venture is a commercial enterprise. The annual average sales amount of the application for the first 3 years should be RMB 300 million yuan (200 million yuan in the central and western regions). For foreign trade enterprises, the average annual import and export volume should be more than 50 million US dollars in the first 3 years (of which the export volume is not less than 30 million US dollars).

　　第六條 合營商業(yè)企業(yè)應(yīng)符合以下條件： 　　(一) 符合中國有關(guān)法律、法規(guī)及有關(guān)規(guī)定； 　　(二) 符合所在城市商業(yè)發(fā)展規(guī)則； 　　(三) 從事零售業(yè)務(wù)的合營商業(yè)企業(yè)的注冊資本不低于5000萬元人民幣，中西部地區(qū)不低于3000萬元人民幣；從事批發(fā)業(yè)務(wù)的合營商業(yè)企業(yè)的注冊資本不低于8000萬元人民幣，中西部地區(qū)不低于6000萬元人民幣； 　　(四) 采取3家以上分店連鎖方式經(jīng)營的合營商業(yè)企業(yè)(便民店、專業(yè)店和專賣店除外)，中國合營者出資比例應(yīng)達(dá)到51％以上；其中對合營商業(yè)企業(yè)本身經(jīng)營情況較好，外國合營者已從國內(nèi)大量采購產(chǎn)品，并能借助外國合營者的國際營銷網(wǎng)絡(luò)，進(jìn)一步擴(kuò)大國內(nèi)產(chǎn)品出口的合營連鎖商業(yè)企業(yè)，經(jīng)國務(wù)院批準(zhǔn)后，可允許外國合營者控股； 　　開設(shè)3家以下分店(包括3家)的合營商業(yè)企業(yè)和連鎖方式經(jīng)營的便民店、專業(yè)店

The proportion of the Chinese joint venture shall not be less than 35%; the joint venture commercial enterprise engaged in wholesale business (including retail business and wholesale business) shall be less than 51%; the proportion of the Chinese joint venture shall be more than 51%; the five branches of the joint venture commercial enterprise shall be restricted to the direct chain operation of direct investment and direct operation between China and foreign countries, and no other chain like forms such as free chain, franchise chain shall be permitted; and the operation period of the company shall not exceed 30 years, and the central and western regions shall not exceed 40 years.

Seventh foreign joint venturs and joint venture commercial enterprises have signed contracts for the use of trademarks and trade names and technology pfer contracts. The total costs extracted by foreign joint venturs shall not exceed 0 0 of the sales volume of the joint venture commercial enterprises (excluding VAT), and the extraction period shall not exceed 10 years.

Eighth sets of joint venture commercial enterprises shall be handled according to the following procedures: the Chinese joint venture shall submit the feasibility study report (the project proposal) and relevant documents to the pilot economic and Trade Commission (Economic Committee, planning and Economic Commission, the same below), and the economic and Trade Commission of the pilot area, together with the competent department of the domestic trade, shall report it to the State Economic and Trade Commission according to the prescribed procedures.

The State Economic and Trade Commission shall seek approval from the Ministry of foreign trade and economic cooperation.

After the approval of the feasibility study report (the project proposal) has been approved, the foreign trade and Economic Cooperation Department of the pilot area shall submit the contract and articles of association to the Ministry of foreign trade and economic cooperation according to the prescribed procedures, and the Ministry of foreign trade and economic cooperation shall examine and approve the contracts and articles of association.

The joint venture commercial enterprise approved by the company shall, within 1 months from the date of receiving the certificate of approval, register with the State Administration for Industry and Commerce on the basis of the certificate of approval of foreign invested enterprises issued by the Ministry of foreign trade and economic cooperation.

The declaration documents, 1, ninth, the joint venture's feasibility study report (the proposal for the project), the 2 Certificate of bank credit, the certificate of registration, the proof of the legal representative (copy), the annual balance sheet and profit and loss statement of the 3 years audited by the accounting firms, the 4 documents of the parties to the venture, and the confirmation document of the state assets management department's appraisal report on the state assets to be invested by the state owned assets management company; 5, the type of commodities to be operated by the joint venture commercial enterprise; 6, other relevant documents. Ninth applications for the establishment of joint venture commercial enterprises shall be submitted to the following documents:

(two) contracts, articles of Association Declaration, 1, feasibility study declaration documents and approval documents; 2, the contracts and articles of Association for the establishment of joint ventures signed by authorized representatives of the parties to the joint venture; 3, import and Export Commodities List; 4, the list of board members of joint venture commercial enterprises, and the appointment of directors of all parties to the joint venture; and the pre approval notice issued by the State Administration for Industry and commerce; 6, other relevant documents.

The above documents shall be official documents, except those already indicated as photocopies.

Where a non legal representative signs a document, the power of attorney shall be issued by the legal representative.

The tenth state-owned circulation enterprises investing in the establishment of joint venture commercial enterprises shall, according to the provisions of the state owned assets appraisal and management regulations, assess the tangible and intangible assets invested by the state-owned circulation enterprises scientifically and fairly by the appraisal institutions recognized by the state assets management department.

The assessment result is confirmed by the state assets management department at or above the provincial level as the basis for the valuation of state-owned assets.

Article eleventh has established joint venture commercial enterprises to apply for wholesale business, set up branches and change the joint venture party. The Ministry of foreign trade and economic cooperation has obtained approval from the State Economic and Trade Commission after approval. Other changes in the establishment of joint venture commercial enterprises have been submitted to the original examination and approval authority for examination and approval according to the relevant provisions of the existing foreign-funded enterprises.

At the time of approval, the joint venture business enterprise shall submit the following documents: (1) the application report; (two) the business status report; (three) the enterprise capital verification report; (four) the enterprise's export report and the supporting document; (five) the relevant resolutions of the board of directors; (six) the contract, the amending agreement, and other relevant documents.

The company shall, within 1 months from the date of approval of the amended contract and articles of association, go through procedures such as registration and alteration to the State Administration for Industry and commerce.

The business scope of the twelfth joint venture commercial enterprises is as follows: (1) the business scope of joint venture commercial enterprises engaged in retail business, 1, business retail (including consignment and consignment) operation, 2, organization of domestic product export business, 3. import and export business of self operated commodities, 4 operation related supporting services.

(two) the business scope of the joint venture commercial enterprises that engage in wholesale business, the domestic wholesale of domestic commodities and proprietary import commodities, and the export of domestic products.

Thirteenth joint venture commercial enterprises engaged in retail business can engage in wholesale business after approval.

Fourteenth joint venture commercial enterprises shall not engage in commodity import and export agency business.

Fifteenth joint venture commercial enterprises operating goods with special provisions and import and export commodities involving quota and license management shall go through the examination and approval procedures according to the relevant regulations of the state.

The total annual merchandise import volume of the joint venture business enterprise shall not exceed 30% of the sales volume of the current year.

Sixteenth joint venture commercial enterprises shall abide by the laws and regulations of the People's Republic of China and are governed by Chinese laws and regulations. Their legitimate business activities and legitimate rights and interests shall be protected by Chinese laws and regulations.

If a joint venture business enterprise violates Chinese laws and regulations, it shall be handled according to the relevant laws and regulations of China.

Seventeenth, all localities should establish joint venture commercial enterprises in strict accordance with the provisions of these measures.

Those who violate the provisions of these Measures shall be investigated and dealt with by the State Economic and Trade Commission, the Ministry of foreign trade and economic cooperation and the State Administration for Industry and commerce.

All the economic and trade commissions and foreign trade and economic cooperation departments should follow the relevant departments in time to follow the pilot projects, conscientiously sum up the experience of the pilot projects, and properly solve the problems arising from the pilot projects.

The eighteenth State Economic and Trade Commission, the Ministry of foreign trade and economic cooperation, the State Administration for Industry and commerce or its authorized agencies supervise and manage foreign-funded commercial enterprises according to law.

Nineteenth investors in the Hongkong Special Administrative Region, Macao and Taiwan invest in the joint venture business in the mainland of China.

These twentieth measures are interpreted by the State Economic and Trade Commission and the Ministry of foreign trade and economic cooperation.

The twenty-first measures shall be implemented from the date of promulgation.