F REIGN TRADE - 中国国际贸易促进委员会

According to the relevant provisions of the Company Law of
A: the People’s Republic of China (amended in 2005), the public
may apply for inquiry of the registration of any company with the
company registration authority and the latter shall provide inquiry
services. According to the provisions of the above-mentioned law,
please make inquiry with the administration for industry and
commercial in the place where the company is registered.
Our company has obtained the approval documents
of the MOFCOM and now the sharehold-
Q:
ers have decided to make liquidation ahead of
schedule. Do we need to obtain the approval of the
MOFCOM for such liquidation,
or just go through procedures
with local commercial department?
According to the Implementation
Rules for the Law
A:
of People’s Republic of China on
Sino-Foreign Equity Joint Venture
(amended in 2001) and the Measures
for the Liquidation of Foreigninvested
Enterprises, you have to
apply for approval with the original
approval authority.
Whether the approval of
Q: the MOFCOM is required
for the entire change of a
Sino-foreign joint venture of
limited liabilities to a company
limited by shares? If required,
whether the application of
such approval shall take the way of promotion?
The applicant of the foreign-invested company limited
by shares to be established shall submit such docu-
A:
ments as the application form, research report of feasibility
and assets appraisal statement to the competent authority
of the province, autonomous region, municipality directly
under the Central Government or separately planning city
where it is located. The aforesaid documents will be submitted
to the foreign trade and economic relationship bureau
of the province, autonomous region, municipality directly
under the Central Government or separately planning city
by the competent authority after examination and approval.
The initiator may officially sign the agreements on establishment
of the company and the articles of association after
approval of aforesaid documents by the competent commercial
department of the province, autonomous region, municipality
directly under Central Government or separately
planning city.
After such examination and approval, the abovementioned
documents shall also be submitted to the
MOFCOM for approval. For details, please refer to the
Interim Provisions on Some Issues concerning Establishment
of Foreign-invested Company Limited by Shares (Decree of
the Ministry of Foreign Trade and Economic Cooperation
[1995] No. 1).
How to handle the procedures for transfer of foreigninvested
enterprises to domestic-invested enterprises?
Q:
1. For the alteration of equities of the investors of
A: foreign-invested enterprises, the examination and approval
authorities should, in accordance with Article 17 of
the Provisions on the Alteration of Investors’ Equities in Foreignfunded
Enterprises, decide to approve or not within 30 days
upon the receipt of all the required documents.
2. For alteration of the items of foreign-funded enterprises,
besides submission of the application letter of alteration,
copies of approval certificate and copies of the business
license, the documents required for approval should be submitted
according to the Implementing Regulations for the Law
of the People’s Republic of China on Sino-foreign Equity Joint
Ventures, the Detailed Rules for the Law of the People’s Republic
of China on Chinese-Foreign Contractual Joint Ventures, the
Detailed Rules for the Law of the People’s Republic of China on
Foreign-Capital Enterprises and the relevant special laws and
regulations, including board resolution, contractual revised
agreement and the revised agreement of article of association.
Shall the creditors be informed in the written form
Q: after the preliminary reply of the merger of foreign
companies from the Ministry of Commerce that
has been published in the nationwide media? If so,
how to determine the scope of creditors? Whether
shall all those with debt relationship be informed?
In accordance with Clauses 2 and 3 of Article 29 of
A:
the Provision on the Merger and Division of Enterprises
with Foreign Investment (Revised 2007), the applicants of
companies to be merged shall submit the examination and
approval authorities the documents including certification
of the company to its creditors and statements of handling
the rights of creditors and debts related to the company.
Information source:
China’s General Principles of Civil Law provides that a
debt represents a special relationship of rights and obligations
established between the parties concerned, either according
to the agreed terms of a contract or legal provisions. The party
entitled to the right shall be the creditor, and the party assuming
the obligations shall be the debtor. The right enjoyed
by the creditor is called creditor’s right and the obligation the
debtor is responsible for is called debt.
What requirements are needed to establish vehicle
export companies with foreign investment?
Q:
For foreign trade companies engaged purely in whole
A:
car export, the state has no specific regulations on the
types of companies. You may refer to the Implementing Measures
of the Law of the People’s Republic of China on Wholly Foreign-owned
Enterprises, the Detailed Rules on the Implementation
of the Law of the People’s Republic of China on Sino-Foreign
Joint Cooperative Ventures, the Measures for the Administration
on Foreign Investment in Commercial Fields and the Automobile
Trade Policy. For the way of registration, please contact the
local administration for commerce, industry and commerce,
customs and other government departments.
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