Domestic investment in investment companies established by foreign investors shall be handled in accordance with the laws and regulations of the state on foreign investment and the Interim Provisions on the Establishment of Investment Companies by Foreign Investors.
Foreign investors and foreign-invested enterprises investing in China shall be handled in accordance with national laws and regulations on foreign investment, and the proportion of foreign investors' investment shall generally not be less than 25% of the registered capital of the invested enterprise. Article 3 Enterprises with foreign investment shall abide by national laws and regulations when investing in China.
The provisions of the Interim Provisions on Guiding the Direction of Foreign Investment and the Catalogue for Guiding Foreign Investment Industries shall apply mutatis mutandis to the domestic investment of foreign-invested enterprises. Enterprises with foreign investment shall not invest in areas where foreign investment is prohibited. Article 4 The invested company shall be a limited liability company or a joint stock limited company. Article 5 A foreign-invested enterprise shall meet the following conditions before investing:
1. The registered capital has been paid in full;
2. Start making profits;
3. Operating according to law, with no record of illegal operation. Article 6 The accumulated investment of a foreign-invested enterprise in China shall not exceed 50% of its net assets; After the investment, the capital increase made by the invested company with profits is not included in the capital increase. Article 7 When applying to the company registration authority where the invested company is located, a foreign-invested enterprise shall provide the following materials:
1, unanimously adopted the resolution of the board of directors of foreign-invested enterprises on investment;
2. Approval certificate and business license of foreign-invested enterprise (copy);
3. A capital verification report issued by a statutory capital verification institution that the registered capital has been paid in full;
4. The audited balance sheet of the foreign-invested enterprise;
5, proof of foreign-invested enterprises to pay income tax or income tax relief;
6 other materials as prescribed by laws, regulations and rules. Article 8 The company registration authority shall decide whether to approve or not to register in accordance with the Company Law and the Regulations of the People's Republic of China on the Administration of Company Registration (hereinafter referred to as the Regulations on the Administration of Company Registration). If the registration is approved, a Business License for Enterprise as a Legal Person shall be issued, and the words "investment by foreign-invested enterprises" (hereinafter referred to as "business license") shall be added in the enterprise category column. Article 9 Foreign-invested enterprises investing in the establishment of companies in restricted areas shall apply to the provincial foreign trade department where the invested company is located (hereinafter referred to as the "provincial examination and approval authority") and provide the following materials:
1, materials provided in accordance with Article 7;
2. Articles of association of the invested company.
The articles of association of the invested company shall specify the following items:
(1) company name and domicile;
(2) The business scope of the company and the sales ratio of products at home and abroad;
(3) The registered capital of the company.
(4) the name of the investor;
(5) The rights and obligations of investors;
(6) The mode and amount of investment made by investors;
(7) Conditions for investors to transfer their capital contribution;
(eight) the organization of the company and its methods of formation, powers and rules of procedure;
(9) The legal representative of the company;
(10) Reasons for dissolution of the company and liquidation methods;
(1 1) Other matters that investors think need to be agreed.
Investors shall sign and seal the articles of association. Article 10 After receiving the above-mentioned application, the provincial examination and approval authority shall solicit the opinions of the industry management department at the same level or the state according to the business scope of the invested company.
The provincial examination and approval authority shall make a written reply within ten days after receiving the opinions of the competent administrative department at the same level or the state. Article 11 If the provincial examination and approval authority gives approval to a foreign-invested enterprise, the foreign-invested enterprise shall apply for establishment registration with the company registration authority where the invested company is located on the strength of the approval document.
The company registration authority shall decide whether to approve or not to register in accordance with the relevant provisions of the Regulations on the Administration of Company Registration. If the registration is approved, a business license shall be issued (added). Article 12 Within 30 days from the date of establishment of the invested company, the foreign-invested enterprise shall file with the original examination and approval authority. The filing materials include:
1, investment record form of foreign-invested enterprises;
2. The business license of the invested company (copy);
3. If the business scope of the invested company involves restricted areas, the approval document of the provincial examination and approval authority established by the invested company shall also be submitted. Thirteenth foreign-invested enterprises to invest in fixed assets to change the original business scale or content, should apply to the original examination and approval authority for approval before investing.
The original examination and approval authority shall give a reply within fifteen days from the date of receiving the application; If no reply is made within the time limit, it shall be deemed as consent.
If the original examination and approval authority does not agree, the foreign-invested enterprise may lodge a complaint with its superior examination and approval authority or the Ministry of Foreign Trade and Economic Cooperation (hereinafter referred to as "MOFTEC"). The superior examination and approval authority or MOFTEC shall give a written reply to the foreign-invested enterprise within 30 days from the date of receiving the complaint.