Procedures For Registration And Examination Of Foreign Invested Enterprises In Shanghai

Foreign investment projects must be completed through three steps: approval of project proposals (no approval of foreign-funded enterprises), examination and approval of feasibility studies and approval of contracts and articles of association.

(1) examination and approval of project proposals.

1. the basic situation of the Chinese side of the joint venture, including the name of the Chinese joint venture unit, the general situation of production and operation, the legal address, the legal representative, etc.

2. the purpose of the joint venture is to emphasize the necessity and possibility of foreign exchange earning and technology introduction.

3. the basic conditions of the joint venture, including the name of foreign trade, the country of registration, the legal address and the name, duty and nationality of the legal representative.

4. the scope and scale of the joint venture should focus on the necessity of project construction, the domestic and international demand and production of products, and the main sales areas of the products.

6. the mode of investment and source of funds, including the proportion of investment in the joint venture and the proportion of funds.

7. production technology and main equipment, mainly explain the advanced nature, applicability and reliability of technology and equipment, as well as important technical and economic indicators.

8. main raw materials, water, electricity, gas pportation and other needs and sources.

9. the number, composition and source of personnel.

10., economic efficiency, and focuses on the arrangement of foreign exchange receipts and payments.

In addition to submitting the project proposal to the examining and approving organ, the Chinese side of the joint venture shall also go to the examining and approving machine according to the scale and characteristics of the project.

1. letter of intent of the parties to the project;

2. survey of foreign credit standing;

3. other documents required by the examination and approval authority.

(two) approval of feasibility study report.

1. basic overview.

(1) the name, legal address, purpose, scope and scale of the joint venture;

(2) the basic conditions of the parties to the joint venture, including the name, the country of registration, the legal address and the name, duty and nationality of the legal representative.

(3) the total investment and registered capital of a joint venture shall include the proportion of capital contribution, the mode of investment and the time limit for capital contribution.

(4) the term of the joint venture and the proportion of profit distribution and loss sharing of the joint venture;

2. production arrangements and their basis.

3. material supply arrangements (including energy and pportation) and their basis.

4. project address selection and its basis.

5. selection of technical equipment and process and its basis (including equipment allocation at home and abroad).

6. production organization arrangement (including staff number, composition, source and management) and its basis.

7. environmental pollution control and labor safety, sanitation facilities and their basis.

9. fund raising and its basis (including the basis for calculating the shares of the original plant and equipment).

10. foreign exchange revenue and expenditure arrangements and their basis.

11. comprehensive analysis of technical and economic benefits

In addition to submitting feasibility study reports to the examining and approving organs, the parties shall submit the following documents to the examining and approving organ:

1. project proposals and approval documents;

2. the legal opening certificate issued by the governments of the parties to the project;

3. domestic and international market demand survey and forecast report;

4. opinions on the arrangement of raw materials and funds required by the competent authorities.

5. other documents required by the examination and approval authority.

The examining and approving organ shall make a decision of approval or disapproval within 90 days from the date of receiving the above materials.

(three) examination and approval of contracts and articles of association.

(four) the joint venture contract shall include the following main contents:

1. the names of the parties to the joint venture, the country of registration, the legal address and the name, duty and nationality of the representative;

2. the name, legal address, purpose, scope and scale of the joint venture.

3. the total investment of a joint venture, the registered capital, the amount of capital contribution, the proportion of capital contribution, the mode of contribution, the time limit for paying the capital contribution, and the provisions for the payment and pfer of the amount of capital contribution of the joint venture;

4. the ratio of profit distribution and loss sharing among all parties to the joint venture;

6. major production equipment, production technologies and their sources;

7. the ratio of raw material purchase and product sales, and the proportion of products sold in China and abroad;

8. the arrangement of foreign exchange funds;

9. principles of finance, accounting and auditing;

10. provisions on labor management, wages, welfare, labor insurance and other matters;

11. the term, dissolution and liquidation of the joint venture;

12. liability for breach of contract;

13. to resolve the ways and procedures between the parties to the joint venture;

14. the terms used in the contract text and conditions for the entry into force of the contract.

The annex of the joint venture contract shall have the same effect as the joint venture contract.

(five) the articles of association of the joint venture include the following main contents:

1. the name and legal address of the joint venture;

2. the purpose, scope of operation and duration of joint venture of the joint venture;

3. the names of the parties to the joint venture, the country of registration, the legal address, the name, duty and nationality of the legal representative;

4. the total investment of a joint venture, the registered capital, the amount of capital contribution, the proportion of capital contributions, the pfer of capital contributions, the proportion of profit distribution and loss sharing;

5. the composition, functions and powers and planning of the board of directors, the term of office of the directors, and the duties of the chairman and vice chairmen;

6. the establishment and rules of management, the duties and appointing and removal methods of general managers, deputy general managers and other senior managers;

7. principles of finance, accounting and auditing;

8. dissolution and liquidation;

9. procedures for amendment of articles of association.

(six) to apply for the establishment of a Sino foreign joint venture, the following documents shall be submitted to the examining and approving organ:

1. application for establishing a joint venture;

2. feasibility study report jointly prepared by all parties to the venture;

3. joint venture contracts and articles of association signed by authorized representatives of the parties to the venture;

4. list of the chairman, vice chairman and director of the joint venture appointed by the parties to the venture;

5. the competent authorities of the Chinese joint venture and the people's Government of the province, autonomous region and municipality directly under the central government where the joint venture is located shall sign opinions on the establishment of the joint venture.

The above documents must be written in Chinese, of which 2, 3 and 4 documents may be written in a foreign language agreed by all parties to the joint venture.

The examining and approving organ shall decide whether to approve or disapprove within three months from the date of receiving the above materials.

(seven) the establishment of a Sino foreign cooperative enterprise shall submit the following documents to the examining and approving organ:

1. the proposal for the establishment of a cooperative enterprise shall be collected and attached to the competent authority for examination and approval.

2. the feasibility study report jointly prepared by the parties concerned and the documents submitted by the competent authorities for examination and approval.

3. cooperative enterprise agreements, contracts and articles signed by the legal representatives of the parties or their authorized representatives;

4. the business license or registration certificate, the credit certificate and the valid proof document of the legal representative of the cooperative parties shall be provided by the foreign collaborator.

5. the list of candidates for the chairmen, vice chairmen, directors or joint management committee directors, vice chairmen and members of the cooperative enterprises determined by the parties concerned;

6. examine and approve other documents required by the authorities.

The documents listed in the preceding paragraph must be submitted to the Chinese text except for the documents provided by the foreign partners listed in the fourth lists. The second, third and fifth documents can be submitted to an external text agreed by the parties at the same time.

The examination and approval authority shall decide whether to approve or disapprove within 45 days from the date of receipt of all the required documents.

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