Foreign Investment in Commercial Fields
"Foreign Investment in Commercial Fields" was April 9, 2004 by the Ministry of Commerce Ministry of Finance 6th meeting examined and approved, to be published now, since June 1, 2004 shall come into force.
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Ministry of Commerce of the People's Republic
Foreign Investment in Commercial Fields
Foreign Investment in Commercial Fields Supplementary Provisions (b)
Foreign Investment in Commercial Fields Supplementary Provisions (C)
Foreign Investment in Commercial Fields Supplementary Provisions (D)
Ministry of Commerce of the People's Republic
No. 8, 2004
Minister Bo Xilai
April 16, 2004
Foreign Investment in Commercial Fields
Article
To further expand opening-up, complete the construction of market circulation system, according to "Foreign Joint Ventures", "Sino - foreign joint ventures", "PRC Foreign Law" and "Company Law" and other laws and administrative regulations, development of this approach.
Article
Foreign companies, enterprises and other economic organizations or individuals (hereinafter referred to as "foreign investors") in China to establish foreign-invested commercial enterprises engaged in business activities, abide by these measures.
Article
Foreign-invested commercial enterprises engaged in the following business activities of foreign-invested enterprises:
(A) the commission agent: cargo sales agents, brokers, auctioneers or other wholesalers in the contract by charging fees based on sales of other goods and related ancillary services;
(B) Wholesale: retailers and industrial, commercial, institutional and other users or other wholesalers of goods sold and related ancillary services;
(C) Retail: at a fixed location or through television, telephone, mail order, Internet, vending machines, for consumer use for individuals or groups of goods sold and related ancillary services;
(D) Franchising: In order to obtain compensation or franchise fee contract awarded by others to use its trademarks, trade names, business models and so on.
Foreign companies, enterprises and other economic organizations or individuals must be established in China by foreign-invested enterprises engaged in the preceding paragraph (a), (b), (c), (d) under the business activities.
Article
Foreign-invested commercial enterprises shall comply with PRC laws, administrative regulations and relevant rules, the legitimate business activities and lawful rights and interests protected by Chinese law.
Article
Commerce department business areas according to the law on foreign investment and foreign-invested commercial enterprises to monitor and manage business activities.
Article
Foreign-invested commercial enterprises to foreign investors should have good credit, no violation of Chinese laws, administrative regulations and relevant rules of behavior. Encourage a strong economic strength, advanced experience in business management and marketing techniques, extensive international sales network of foreign investors holding foreign-invested commercial enterprises.
Article
Foreign-invested commercial enterprise shall meet the following conditions:
(A) the minimum registered capital in line with "Company Law" the relevant provisions.
(B) comply with the foreign-invested enterprises registered capital and total investment of the relevant provisions.
(C) the foreign invested commercial enterprises operating period of not more than 30 years, foreign investment in central and western areas of the business enterprise shall generally not exceed 40 years.
Article
Foreign-invested commercial enterprises set up shop shall meet the following conditions:
(A) the establishment of commercial enterprises in the application also apply to open shop, should be consistent with urban development and urban commercial development of the relevant provisions.
(B) has approved the establishment of foreign-funded commercial enterprises to apply for additional stores, in addition to meeting paragraph (a) requirements, should meet the following conditions:
1, foreign-invested enterprises on time and participate in joint annual examination and passed the annual examination;
2, the registered capital paid in full.
Article IX
Upon approval, foreign-invested commercial enterprises may conduct the following business:
(A) engaged in the retail business, commercial enterprises with foreign investment:
1, retail;
2, self-goods imports;
3, the procurement of domestic exports;
4, the other supporting businesses.
(B) engaged in the wholesale business of foreign-invested commercial enterprises:
1, wholesale;
2, commission agency (excluding auction);
3, import and export;
4, the other supporting businesses.
Foreign-invested commercial enterprises can be granted to others to open stores by way of franchising.
Approved foreign-invested commercial enterprises can engage in one or more sales, the business types of goods should be in the contract, the business scope of the contents of the articles of association indicated.
Article
The establishment of foreign invested commercial enterprises and set up shop, according to the following procedures:
(A) commercial enterprises with foreign investment project, feasibility study report and enterprises to set up a one-time reporting and approval.
(B) Subject to paragraph (c), (d) as otherwise provided, the proposed foreign-invested commercial enterprises for investors, has set up shop for the creation of foreign-funded commercial enterprises to foreign-invested commercial enterprises need to register The provincial authorities to submit articles 12 and 13, respectively, of the application documents provided. Provincial authorities, after a preliminary review of the submitted documents, receipt of all application documents submitted within one month from the date of the Ministry of Commerce. Ministry of Commerce shall receive all the application documents within three months from the date of the decision made on whether to approve, for the approval of the establishment, and issued a "foreign investment enterprise approval certificate", for non-approved, should explain why.
Commerce Department authorization in accordance with this approach the provincial authorities for approval to apply.
(C) engaged in the retail business, foreign-invested commercial enterprises in the provincial administrative regions set up shop, if they meet the following conditions and scope of business does not involve television, telephone, mail order, Internet, vending machine sales and Article 17 of the Measures , eighteen commodities listed by the provincial administrative department in its examination and approval authority for approval and reported within the Ministry of Commerce.
1, a single store business area does not exceed 3,000 square meters, and the number of stores does not exceed three, the foreign investors through the establishment of foreign invested commercial enterprises established in China similar number of outlets does not exceed 30;
2, a single store does not exceed 300 square meters of business area, the number of stores does not exceed 30, the foreign investors through the establishment of foreign invested commercial enterprises established in China similar number of outlets does not exceed 300.
(D) joint ventures, cooperative business enterprises trademarks, trade names owned by domestic enterprises, Chinese natural persons, and Chinese investors in foreign-invested commercial enterprises in the holding of the foreign invested commercial enterprises does not involve the business scope of Article 17, eighteen commodities listed in its application by the enterprises set up shop and where the provincial competent commercial departments within the examination and approval authority for approval. If provinces set up shop, local shop should also seek to be open views of the provincial commerce department.
Ministry of Commerce, without authorization, the provincial commerce department shall not delegate to paragraph 1 (c), (d) under the authority.
Article XI
Investors shall receive approval within one month from the date of the certificate, with "foreign-invested enterprise approval certificate" to the industrial and commercial administration for registration.
Article XII
Application for the establishment of foreign invested commercial enterprises shall submit the following documents:
(A) the application;
(B) signed by all investors feasibility study report;
(C) the contract, articles of association (foreign-funded commercial enterprises only submit the articles of association) and its annex;
(D) all of the investment bank credit certificate, registration certificate (copy), the legal representative (photocopy), the foreign investor is an individual, should provide proof of identity;
(E) investing parties by accounting firms for the most recent year's audit report;
(F) of the Chinese investors to be invested in joint ventures, cooperative business enterprises owned assets evaluation report;
(G) The proposed import and export of foreign-invested commercial enterprises catalog;
(H) of the proposed foreign-invested commercial enterprises list of board members and directors of each investor of attorney;
(I) issued by the administrative department for industry and commerce enterprise name pre-approval notice;
(X) to be used to open the shop the land use right certificate (copy) and (or) house lease agreement (photocopy), but the open area of 3,000 square meters of business premises, except the following;
(K) is intended to set up shop where the government department in charge of business issued in line with urban development and urban commercial development requirements documentation.
Statutory representative to sign documents, power of attorney shall be issued by the legal representative.
Article XIII
Already established foreign-invested commercial enterprises for the creation of the shop, should submit the following documents:
(A) the application;
(B) As for contracts, charter changes should be submitted to the modified contract and articles of association;
(C) set up shop on the feasibility study report;
(D) The board of directors set up shop;
(5) The enterprise last year's audit report;
(6) The enterprise verification report (photocopy);
(Vii) the parties to the investment registration certificate (copy), the legal representative (photocopy);
(H) set up shop used to be the land use right certificate (copy) and (or) house lease agreement (photocopy), but opened the following business area of 3,000 square meters of shops, except;
(Ix) to be issued by the local government set up shop in line with urban development and urban commercial development requirements documentation.
Statutory representative to sign documents, power of attorney shall be issued by the legal representative.
Article XIV
Commercial enterprises with foreign investment signed by trademark, trade name license contract, technology transfer contracts, management contracts, service contracts and other legal documents, should be used as annex to the contract (charter foreign commercial enterprises should be used as attachments) should also be submitted.
Article XV
Foreign-invested commercial enterprises set up shops to use the land, the land should be managed in accordance with relevant state laws, administrative regulations, to public tender, auction, listing, etc. to obtain commercial sites.
Article XVI
Foreign-invested commercial enterprises operating countries have special provisions of goods and the quota and license management, import and export commodities shall go through formalities in accordance with relevant state regulations.
Article XVII
Foreign-invested commercial enterprises operate the following goods, in addition must comply with the provisions, we must also meet the following requirements:
Foreign-invested commercial enterprises of books, newspapers, periodicals, should be consistent with "foreign-invested books, newspapers, periodicals distribution business management practices."
Foreign-invested commercial enterprises engaged in oil retail gas station business, and should have a stable oil supply channels, in accordance with local gas stations construction planning, management facilities comply with existing national standards and verification procedures requirement to comply with fire and environmental protection requirements, specific implementation measures shall be formulated separately by the Ministry of Commerce.
Foreign-invested commercial enterprise of drugs, the drugs should be in line with national sales management practices. Specific implementation measures shall be formulated separately by the Ministry of Commerce.
Foreign-invested commercial enterprises operating vehicles should operate within the approved business scope. Specific implementation measures shall be formulated separately by the Ministry of Commerce.
In addition to Article 18 in this way and this regulation, foreign-invested agricultural, commercial enterprises, agricultural production is not geographical, equity ratio and the amount of investment restrictions.
Engaged in the wholesale foreign-funded commercial enterprises, December 11, 2004 may not operate pharmaceuticals, pesticides and plastic sheeting. December 11, 2006 may not operate chemical fertilizers, processed oil and crude oil.
Retail commercial enterprises with foreign investment, December 11, 2004 may not operate pharmaceuticals, pesticides, plastic sheeting and oil. December 11, 2006 may not operate fertilizer.
Engaged in the wholesale foreign-funded commercial enterprises may engage in salt, tobacco, retail commercial enterprises with foreign investment shall not operate tobacco.
Article 18
The same cumulative foreign investor in the territory of more than 30 stores open more than one, such as commodities for sale include books, newspapers, magazines, automobiles (11 December 2006 from the abolition of the restrictions), pharmaceuticals, pesticides, fertilizer, refined oil , grain, vegetable oil, sugar, cotton and other commodities, and the above commodities are of different brands from different suppliers, foreign contribution shall not exceed 49%.
Article 19
Foreign-invested commercial enterprises to grant others to open stores by way of franchising, in addition shall comply with the provisions, the state of franchising activities otherwise provided, shall comply with its provisions.
Diershitiao
Foreign-invested commercial enterprises auction business, should follow the "Auction Law", "Heritage Act" and other relevant laws, to be approved by the Ministry of Commerce, the specific implementation measures shall be formulated.
Twenty-one
December 11, 2004, to allow the establishment of foreign-funded commercial enterprises.
Article 22
Engaged in retail and commercial enterprises with foreign investment set up shop in the area December 11, 2004 limited to the capital cities, autonomous regions, municipalities, separately listed cities and special economic zones. Since December 11, 2004 after the abolition of geographical restrictions.
Engaged in the wholesale foreign-funded commercial enterprises from the date of implementation of these measures no geographic restrictions.
Article 23
Foreign-invested commercial enterprises in the field of domestic investment should be consistent with "foreign-invested enterprises on the territory of Provisional Regulations on Investment", with reference to the Measures.
Article 24
Foreign-invested commercial enterprises other than foreign-invested enterprises engaged in the business activities listed in Article 3, shall comply with the provisions hereof, and shall change the business scope accordingly.
Article 25
Hong Kong SAR, Macao Special Administrative Region of the investors, Taiwan investors in other Chinese provinces, autonomous regions and municipalities invested commercial enterprises, except as provided below, with reference to the Measures:
(A) Since January 1, 2004, Hong Kong and Macao commercial service providers can set up foreign-funded commercial enterprises in the Mainland.
(B) Hong Kong and Macao commercial service providers in the Mainland to expand the geographical scope of retail enterprises to prefecture-level city in Guangdong Province to expand to county-level cities.
(C) Since January 1, 2004, Hong Kong and Macao commercial service providers Keyijuben way to apply the relevant provisions in the Mainland in the automotive retail business, commercial enterprises, but its average annual sales in three years prior to the application shall less than $ 100 million; in the previous year's amount of assets not less than $ 10 million; in the automobile retail enterprises established in the Mainland of minimum registered capital of 10 million yuan in central and western areas of the automotive retail business a minimum registered capital limit of 600 million yuan.
(D) to allow Hong Kong and Macao permanent residents with Chinese citizenship in accordance with the relevant Mainland laws, regulations and rules set up individual businesses engaged in retail activities (excluding franchising outside), the business area does not exceed 300 square meters.
(E) the provisions of this section of the Hong Kong and Macao commercial service providers shall comply with the "Mainland and Hong Kong Closer Economic Partnership Arrangement" and "Mainland and Macao Closer Economic Partnership Arrangement" on the "service provider "definition and related requirements.
Article 26
Encourage foreign investment in commercial enterprises to join the industry associations, strengthen self-discipline.
Article 27
This approach by the Ministry of Commerce responsible for the interpretation.
Article 28
The Measures June 1, 2004 shall come into force.
Article 29
The former State Economic and Trade Commission, Ministry of Foreign Trade and Economic Cooperation jointly issued the "foreign-invested commercial enterprises pilot approach" method since the effective date of this repeal.
Edit this paragraph Foreign Investment in Commercial Fields Supplementary Provisions (b)
Ministry of Commerce of the People's Republic
2006 No. 22
"Foreign Investment in Commercial Fields Supplementary Provisions (b)" has been August 21, 2006 Ministry of Finance Ministry of Commerce of the eighth meeting, is hereby promulgated, December 1, 2006 shall come into force.
Minister: Bo Xilai
November 3, 2006
Foreign Investment in Commercial Fields Supplementary Provisions (b)
To promote Hong Kong, Macau and Mainland Closer Economic Partnership to encourage Hong Kong and Macao service providers to set up commercial enterprises in the Mainland, according to the State Council approved the "<Mainland and Hong Kong Closer Economic Partnership Arrangement> Supplement III" and " <Mainland and Macao Closer Economic Partnership Arrangement> Supplement III ", is now on the" Foreign Investment in Commercial Fields "(Ministry of Commerce [2004] No. 8) in Hong Kong and Macao service providers to invest in commercial areas problem to make the following additional provisions:
First, for the same Hong Kong and Macao service providers in Mainland accumulated more than 30 stores opened, such as commodities for sale include books, newspapers, magazines, pharmaceuticals, pesticides, fertilizer, grain, vegetable oil, sugar, cotton and other commodities, and the above commodities are of different brands from different suppliers, which allows Hong Kong and Macao service providers controlling, capital contribution shall not exceed 65%.
Second, the provisions of the Hong Kong and Macao service providers shall comply with the "Mainland and Hong Kong Closer Economic Partnership Arrangement" and "Mainland and Macao Closer Economic Partnership Arrangement" on the "service provider" definition and related requirements.
Third, Hong Kong and Macao service providers to invest in commercial areas in the Mainland and other matters, still according to "Foreign Investment in Commercial Fields" implementation.
Fourth, since the regulations December 1, 2006 shall come into force.
People's Republic of China
Edit this paragraph Foreign Investment in Commercial Fields Supplementary Provisions (C)
Ministry of Commerce of the People's Republic
No. 18 of 2007
"Foreign Investment in Commercial Fields Supplementary Provisions (c)" has been meeting the Ministry of Commerce Ministry of Finance, is hereby promulgated and shall come into force the day.
Minister: Bo Xilai
November 5, 2007
Foreign Investment in Commercial Fields Supplementary Provisions (C)
Wagons, directly under the provinces, autonomous regions, municipalities, separately listed cities and Xinjiang Production and Construction Corps, chambers of commerce, associations, societies:
To promote Hong Kong, Macau and Mainland Closer Economic Partnership to encourage Hong Kong and Macao service providers to set up commercial enterprises in the Mainland, according to the State Council approved the "<Mainland and Hong Kong Closer Economic Partnership Arrangement> Supplement IV" and " <Mainland and Macao Closer Economic Partnership Arrangement> Supplement IV, "is now on the" Foreign Investment in Commercial Fields "(Ministry of Commerce No. 8 of 2004) in Hong Kong and Macao service providers to invest in commercial fields problem make the following additional provisions:
First, for the same Hong Kong and Macao service providers in the Mainland set up more than 50 stores total, and if the commodities, including drugs, pesticides, chemical fertilizers, vegetable oil, sugar, cotton and other commodities, and the above commodities are of different brands, from different vendors, allowing Hong Kong and Macao service providers controlling, capital contribution shall not exceed 65%.
Second, the provisions of the Hong Kong and Macao service providers shall comply with the "Mainland and Hong Kong Closer Economic Partnership Arrangement" and "Mainland and Macao Closer Economic Partnership Arrangement" on the "service provider" definition and related requirements.
Third, Hong Kong and Macao service providers to invest in commercial areas in the Mainland and other matters, still according to "Foreign Investment in Commercial Fields" implementation.
Fourth, since the release date of this provision into effect.
Edit this paragraph Foreign Investment in Commercial Fields Supplementary Provisions (D)
Ministry of Commerce of the People's Republic
No. 4 of 2009
"Foreign Investment in Commercial Fields Supplementary Provisions (D)" examined and approved by the Ministry of Commerce, are hereby released from the release date of implementation.
Minister Chen Deming
February 5, 2009
Foreign Investment in Commercial Fields Supplementary Provisions (D)
Wagons, directly under the provinces, autonomous regions, municipalities, separately listed cities and Xinjiang Production and Construction Corps, chambers of commerce, associations, societies:
To promote Hong Kong, Macau and Mainland Closer Economic Partnership to encourage Hong Kong and Macao service providers to set up commercial enterprises in the Mainland, according to the State Council approved the "<Mainland and Hong Kong Closer Economic Partnership Arrangement> Supplement V" and " <Mainland and Macao Closer Economic Partnership Arrangement> Supplement V ", is now on the" Foreign Investment in Commercial Fields "(Ministry of Commerce [2004] No. 8) to make the following additional provisions:
First, for the same Hong Kong and Macao service providers in the Mainland set up more than 30 stores total, and if the commodities, including drugs, pesticides, chemical fertilizers, vegetable oil, sugar, cotton and other commodities, and the above commodities are of different brands, from different vendors, allowing Hong Kong and Macao service providers wholly-owned business.
Second, the provisions of the Hong Kong and Macao service providers shall comply with the "Mainland and Hong Kong Closer Economic Partnership Arrangement" and "Mainland and Macao Closer Economic Partnership Arrangement" on the "service provider" definition and related requirements.
Third, Hong Kong and Macao service providers to invest in commercial areas in the Mainland and other matters, still according to "Foreign Investment in Commercial Fields" implementation.
Fourth, since the release date of this provision into effect.