LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON FOREIGN-CAPITAL ENTER-PRISES
Important Notice:
This English document is coming from "LAWS AND REGULATIONS OF THE
PEOPLE'S REPUBLIC OF CHINA GOVERNING FOREIGN-RELATED MATTERS" (1991.7)
which is compiled by the Brueau of Legislative Affairs of the State
Council of the People's Republic of China, and is published by the China
Legal System Publishing House.
In case of discrepancy, the original version in Chinese shall prevail.
Whole Document
LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON FOREIGN-CAPITAL ENTER-
PRISES
(Adopted at the Fourth Session of the Sixth National People's
Congress, promulgated by Order No. 39 of the President of the People's
Republic of China and effective as of April 12, 1986)
Article 1
With a view to expanding economic cooperation and technical exchange with
foreign countries and promoting the development of China's national
economy, the People's Republic of China permits foreign enterprises, other
foreign economic organizations and individuals (hereinafter collectively
referred to as "foreign investors") to set up enterprises with foreign
capital in China and protects the lawful rights and interests of such
enterprises.
Article 2
As mentioned in this Law, "enterprises with foreign capital" refers to
those enterprises established in China by foreign investors, exclusively
with their own capital, in accordance with relevant Chinese laws. The term
does not include branches set up in China by foreign enterprises and other
foreign economic organizations.
Article 3
Enterprises with foreign capital shall be established in such a manner as
to help the development of China's national economy; they shall use
advanced technology and equipment or market all or most of their products
outside China. Provisions shall be made by the State Council regarding
the lines of business which the state forbids enterprises with foreign
capital to engage in or on which it places certain restrictions.
Article 4
The investments of a foreign investor in China, the profits it earns and
its other lawful rights and interests are protected by Chinese law.
Enterprises with foreign capital must abide by Chinese laws and
regulations and must not engage in any activities detrimental to China's
public interest.
Article 5
The state shall not nationalize or requisition any enterprise with foreign
capital. Under special circumstances, when public interest requires,
enterprises with foreign capital may be requisitioned by legal procedures
and appropriate compensation shall be made.
Article 6
The application to establish an enterprise with foreign capital shall be
submitted for examination and approval to the department under the State
Council which is in charge of foreign economic relations and trade, or to
another agency authorized by the State Council. The authorities in charge
of examination and approval shall, within 90 days from the date they
receive such application, decide whether or not to grant approval.
Article 7
After an application for the establishment of an enterprise with foreign
capital has been approved, the foreign investor shall, within 30 days from
the date of receiving a certificate of approval, apply to the industry and
commerce administration authorities for registration and obtain a business
licence. The date of issue of the business licence shall be the date of
the establishment of the enterprise.
Article 8
An enterprise with foreign capital which meets the conditions for being
considered a legal person under Chinese law shall acquire the status of a
Chinese legal person, in accordance with the law.
Article 9
An enterprise with foreign capital shall make investments in China within
the period approved by the authorities in charge of examination and
approval. If it fails to do so, the industry and commerce administration
authorities may cancel its business licence. The industry and commerce
administration authorities shall inspect and supervise the investment
situation of an enterprise with foreign capital.
Article 10
In the event of a separation, merger or other major change, an enterprise
with foreign capital shall report to and seek approval from the
authorities in charge of examination and approval, and register the change
with the industry and commerce administration authorities.
Article 11
The production and operating plans of enterprises with foreign capital
shall be reported to the competent authorities for the record.
Enterprises with foreign capital shall conduct their operations and
management in accordance with the approved articles of association, and
shall be free from any interference.
Article 12
When employing Chinese workers and staff, an enterprise with foreign
capital shall conclude contracts with them according to law, in which
matters concerning employment, dismissal, remuneration, welfare benefits,
labour protection and labour insurance shall be clearly prescribed.
Article 13
Workers and staff of enterprises with foreign capital may organize trade
unions in accordance with the law, in order to conduct trade union
activities and protect their lawful rights and interests.
The enterprises shall provide the necessary conditions for the activities
of the trade unions in their respective enterprises.
Article 14
An enterprise with foreign capital must set up account books in China,
conduct independent accounting, submit the fiscal reports and statements
as required and accept supervision by the financial and tax authorities.
If an enterprise with foreign capital refuses to maintain account books in
China, the financial and tax authorities may impose a fine on it, and the
industry and commerce administration authorities may order it to suspend
operations or may revoke its business licence.
Article 15
Within the scope of the operations approved, enterprises with foreign
capital may purchase, either in China or from the world market, raw and
semi-processed materials, fuels and other materials they need. When these
materials are available from both sources on similar terms, first priority
should be given to purchases in China.
Article 16
Enterprises with foreign capital shall apply to insurance companies in
China for such kinds of insurance coverage as are needed.
Article 17
Enterprises with foreign capital shall pay taxes in accordance with
relevant state provisions for tax payment, and may enjoy preferential
treatment for reduction of or exemption from taxes.
An enterprise that reinvests its profits in China after paying the income
tax, may, in accordance with relevant state provisions, apply for refund
of a part of the income tax already paid on the reinvested amount.
Article 18
Enterprises with foreign capital shall handle their foreign exchange
transactions in accordance with the state provisions for foreign exchange
control. Enterprises with foreign capital shall open an account with the
Bank of China or with a bank designated by the state agency exercising
foreign exchange control. Enterprises with foreign capital shall manage
to balance their own foreign exchange receipts and payments. If, with the
approval of the competent authorities, the enterprises market their
products in China and consequently experience an imbalance in foreign
exchange, the said authorities shall help them correct the imbalance.
Article 19
The foreign investor may remit abroad profits that are lawfully earned
from an enterprise with foreign capital, as well as other lawful earnings
and any funds remaining after the enterprise is liquidated.
Wages, salaries and other legitimate income earned by foreign employees in
an enterprise with foreign capital may be remitted abroad after the
payment of individual income tax in accordance with the law.
Article 20
With respect to the period of operations of an enterprise with foreign
capital, the foreign investor shall report to and secure approval from the
authorities in charge of examination and approval. For an extension of the
period of operations, an application shall be submitted to the said
authorities 180 days before the expiration of the period. The authorities
in charge of examination and approval shall, within 30 days from the date
such application is received, decide whether or not to grant the
extension.
Article 21
When terminating its operations, an enterprise with foreign capital shall
promptly issue a public notice and proceed with liquidation in accordance
with legal procedure. Pending the completion of liquidation, a foreign
investor may not dispose of the assets of the enterprise except for the
purpose of liquidation.
Article 22
At the termination of operations, the enterprise with foreign capital
shall nullify its registration with the industry and commerce
administration authorities and hand in its business licence for
cancellation.
Article 23
The department under the State Council which is in charge of foreign
economic relations and trade shall, in accordance with this Law, formulate
rules for its implementation, which shall go into effect after being
submitted to and approved by the State Council.
Article 24
This Law shall go into effect on the day of its promulgation.
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