Cancellation Of Initial Investment Ratio And Minimum Registered Capital Limit For Foreign Investment Companies

< p > commerce departments of provinces, autonomous regions, municipalities directly under the central government, cities under separate planning and Xinjiang production and Construction Corps: < /p >

< p > > in order to implement the notice of the State Council on the reform plan for issuing and registering the registered capital system (Guo Fa [2014]7, hereinafter referred to as the notice) and the decision of the State Council on Abolishing and amending some administrative regulations (648th decree of the State Council, hereinafter referred to as the decision), the Ministry of commerce puts forward some improvement measures on the part "a href=" http://www.91se91.com/news/index_c.asp > foreign investment < /a > investment management, and is hereby notified as follows: < /p >

< p > 1. About foreign investment audit < /p >

< p > (1) cancellation of restrictions or provisions on the proportion of initial investment, the proportion of monetary contribution and the time limit for capital contribution to foreign investment (including Taiwan, Hong Kong and Macao).

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< p > subscribed capital contribution, mode of investment and duration of capital contribution shall be independently agreed by the company's investors (shareholders and sponsors) and shall be specified in the joint venture (cooperative) contract and the articles of association.

The competent commercial departments at all levels shall make clear the above contents in the reply.

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< p > (two) in addition to the provisions of laws, administrative regulations and the State Council's decision to specify the minimum registered capital for certain industries, the company's minimum registered capital shall be removed.

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< p > (three) the registered capital contribution of the industry listed in the Circular of "No registered capital subscribed registration system" shall be implemented in accordance with the existing regulations until the relevant laws, administrative regulations and the decision of the State Council have not been amended.

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< p > except for those industries which do not implement the registered capital subscribed registration system, the payment of registered capital will no longer be examined.

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Investors should continue to fulfill their capital contribution obligations in accordance with the original contract and articles of association, if the foreign investment matters approved by the year March 1, 2014 (four) (P) are approved. If necessary, investors may apply to the competent commercial department, and the competent commercial departments at all levels shall conduct the examination in accordance with the relevant requirements of this circular.

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< p > (five) the proportion of registered capital and total investment of the company still needs to comply with the Interim Provisions on the proportion of registered capital and total investment of Sino foreign joint ventures and other existing effective provisions.

The handling of "confirmation of foreign investment projects encouraged by the state" and "certificate of import and renewal of equipment, technology and accessories" by foreign investment enterprises are still carried out according to the notice of the Ministry of Commerce on handling related issues concerning the confirmation of foreign funded projects encouraged by foreign investment enterprises ([2006]201).

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< p > (six) the decision abolished Several Provisions on the capital contribution of the joint venture parties and the supplementary provisions of the regulations on the capital contribution of all parties to the Sino foreign joint venture. It amended the contents of the regulations on the implementation of the law on Sino foreign joint ventures, the regulations for the implementation of the Sino foreign cooperative enterprise law and the contents of the capital contribution to the registration of foreign-invested enterprises, and the competent commercial departments at all levels should conscientiously abide by them.

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< p > two, regarding < a href= "http://www.91se91.com/news/index_c.asp" > foreign capital statistics < /a > /p >

< p > (seven) according to the statistical system of foreign investment, foreign capital statistics are still carried out on the basis of paid in capital.

The Ministry of Commerce will increase the investment schedule and duration of investors in the "investment parties and contributions" module under the "full license" of the foreign capital management information system.

The competent commercial departments at all levels should input relevant contents in the system when issuing the certificate of approval, which serves as the basis for understanding and understanding the investment situation of the investors and summarizing the data of the actual use of foreign capital.

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< p > (eight) after the actual capital contribution, the company shall issue a capital contribution certificate to the investors in accordance with the requirements of the company law, the regulations for the implementation of the Sino foreign joint venture law and the rules for the implementation of the Sino foreign cooperative enterprise law.

The capital contribution certificate shall include: the name of the company, the date of establishment, the registered capital, the name or the name of the investor (shareholder), the mode of contribution, the amount of capital contribution or the conditions for providing the cooperation, the date of paying the capital contribution, the number and the date of issuance of the capital contribution certificate.

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< p > (nine) a company shall issue a copy of the certificate of affixed its official seal to the competent commercial department within 30 days after issuing the certificate of investment to the investor, and provide the supporting materials related to the capital contribution.

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< p > < a href= "http://www.91se91.com/news/index_c.asp >" contribution certificate < /a > material mainly includes (but is not limited to) the following form: < /p >

< p > 1.. If an investor makes contributions in cash or cross border RMB, the enterprise shall submit the bank's account (or the documents with the same proof effect) and the message; < /p >

< p > 2., in kind, the physical pfer and acceptance certificate, the price basis and the ownership certificate shall be submitted; < /p >

< p > 3., with the contribution of intangible assets, it is necessary to submit a patent certificate, a patent registration book, a trademark registration certificate, a pfer contract related to intangible assets investment, an appraisal report, and a confirmation document of the assets value of the investors, etc. < /p >

< p > 4., where the renminbi is invested within the territory, it is necessary to submit the certificate of approval of the profit source enterprise, the annual financial statements that generate profits, the board of directors resolution on the distribution of profits, or the liquidation report of the source enterprise of liquidation, or the approval certificate of the enterprise that acquired the equity pfer, and the resolution of the Board concerned related to the pfer of shares.

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< p > the competent commercial departments at all levels shall make actual investment statistics according to the mode of capital contribution, amount of capital contribution and contents of the currency, or the time for providing capital contributions, etc., as specified in the capital contribution certificate.

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< p > if there are any problems in the execution of this notice, please contact the Ministry of Commerce (foreign investment department) in time.

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< p > Ministry of Commerce < /p >