I. Legal Basis
(II) Article 14 of the Implementing Regulations of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures (promulgated by Order of the State Council [2001] No.311): "The agreement, contract and articles of association of a joint venture shall become effective as of the date of approval by the examination and approval authority."
(II) Article 11 of the Implementing Rules of the Law of People's Republic of China on Sino-Foreign Cooperative Joint Ventures (promulgated by Order of the Ministry of Foreign Trade and Economic Cooperation [1995] No.6): "The agreement, contract and articles of association of a co-operative joint venture shall become effective as of the date of issuance of the approval certificate by the examination and approval authority. Major amendments to the agreement, contract or the articles of association of a cooperative joint venture that are made during the term of cooperation shall be subject to approval by the examination and approval authority."
(II) Article 16 of the Implementing Rules for the Law of the People's Republic of China on Wholly Foreign-owned Enterprises (promulgated by Order of the State Council [2001] No.301): "The articles of association of a wholly foreign-owned enterprise and any amendments thereto shall become effective upon approval by the examination and approval authority."
II. Application Requirements
(I) The original examination and approval authority for the enterprise is Sichuan Provincial Department of Commerce or Sichuan Provincial Department of Foreign Trade and Economic Cooperation;
(II) The enterprise shall report to Sichuan Provincial Department of Commerce after capita increase or the adjustment of business scope for approval;
(III) The enterprise shall pass the joint annual inspection.
III. Application Materials
Electronic versions of the following application materials are required to be submitted:
(I) Application report;
(II) Original of the resolution of the organ of power of the enterprise;
(III) Copy of the letter of appointment of investors for members of the organ of authority (in case the organ of authority is the board of directors, the letter of appointment of directors by investors shall be provided);
(IV) The balance sheet for 30 days before the date of application for capital deduction;
(V) Schedule of property of the enterprise;
(VI) The enterprise's creditors list; (for Items 4-6, originals audited by certified public accountant of China shall be provided)
(VII) In case capital deduction involves changes in investors' equities, equity change agreement shall be provided;
(VIII) Approval certificate of foreign-invested enterprise (original and copy), business license (copy);
(IX) Original of the capital verification report;
(X) Subject qualification certificate of investors (domestic investors being legal persons shall provide photocopies of their business licenses (duplicates); overseas investors being legal persons shall provide certificates on the existence of legal persons and legal representative certificates; domestic and overseas investors being natural persons shall provide copies of their identity cards, passports or other valid certificates that can prove their identity; subject qualification certificates or identity certificates of foreign investors shall be notarized by notarial organs of the countries where they locate and authenticated by China embassies/consulates in such countries, and for the subject qualification certificates or identity certificates of Investors in Hong Kong, Macao and Taiwan Region, notarization documents issued by local notarial organs shall be provided in accordance with the law, and the said notarization or authentication documents shall be originals);
(XI) In case of no change in investors, originals of joint venture (cooperation) contracts and amended articles of association signed by the legal representatives of investors of all parties or their authorized representatives (in case investors are natural persons, signed by investors themselves or their authorized representatives) `shall be provided; in case of change in investors, shareholders joint venture (cooperation) contracts and amended articles of association signed by the legal representatives of new investors or their authorized representatives (in case investors are natural persons, signed by investors themselves or their authorized representatives) shall be provided (in eight copies if considered in compliance with legal form and contents after review);
(XII) If the said materials are signed by authorized representatives, originals of power of attorney shall be provided;
(XIII) Photocopies of ID cards or passports of signing persons of the said documents (or other documents that can effectively prove the personal identity and signing styles of the signing persons);
(XIV) Originals of joint venture (cooperation) contracts and articles of association and copies of all previous amendments thereto;
(XV) In case reduction in registered capital involves equity change of shareholders being domestic corporate shareholders, evidentiary materials that can prove that the enterprise has state-owned equity shall be provided;
(XVI) In case reduction in registered capital involves change in state-owned equity, equity evaluation report and record-filing certificate issued by state-owned assets administration department shall be provided;
(XVII) Report transfer opinions issued by the commerce department of the locality of the enterprise.
IV. Handling Procedures
(I) The applicant shall submit the said application materials to the "Window for Provincial Department of Commerce" of the Sichuan Provincial Government Affairs Service and Public Resources Exchange Service Center;
(II) Sichuan Provincial Department of Commerce shall give preliminary examination opinion;
(III) In case capital reduction is agreed on after preliminary examination, Sichuan Provincial Department of Commerce shall notify the enterprise to make an announcement in accordance with the law;
(IV) Sichuan Provincial Department of Commerce shall make a decision on approval or disapproval after announcement;
(V) The enterprise shall receive approval certificate from the Sichuan Provincial Department of Commerce by virtue of the approval on agreement on capital deduction, and affix the special seal for the examination and approval of change in joint venture (cooperation) contract and articles of association on the amended joint venture (cooperation) contract and articles of association (or amended terms);
(VI) The enterprise shall handle registration and record-filing formalities for change with the industry and commerce, taxation, foreign exchange administration, customs, financial departments and other departments by virtue of the approval, approval certificate, amended joint venture (cooperation) contracts and articles of association (or amended terms), and other documents.
(VII) A receiver shall get handling result by virtue of the ID card thereof and relevant notice of acceptance.
V. Period for Handling
(I) Statutory period: 68 working days (Article 6 of the Law of the People’s Republic of China on Wholly Foreign-owned Enterprises (Revised at the 18th Session of the Standing Committee of the Ninth National People's Congress in 2000).
(II) Commitment period: ten working days.
VI. Charging Basis and Standards
Free of charge.
VII. Contact Information
Tel.: Window for Provincial Department of Commerce of the Sichuan Provincial Government Affairs Service and Public Resources Exchange Service Center: (028)86946667 86915614
Complaints hotlines: Sichuan Provincial Government Affairs Service and Public Resources Exchange Service Center: (028)86936179 86936381
For Sichuan Provincial Department of Commerce: (028)83223259 83224046
Website: Sichuan Provincial Government Affairs Service and Public Resources Exchange Service Center: www.spprec.com
For Sichuan Provincial Department of Commerce: swt.sc.gov.cn
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