I. Legal Basis
(I) Article 14 of the Implementing Regulations of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures (revised in accordance with the Decisions of the State Council on Revising the Implementing Regulations of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures in 2001): 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 (approved by the State Council in 1995 and 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.
(III) Article 16 of the Implementing Rules for the Law of the People's Republic of China on Wholly Foreign-owned Enterprises (revised in accordance with the Decisions of the State Council on Revising the Implementing Regulations of the Law of the People's Republic of China on Sino-Foreign Equity Joint Ventures in 2001): 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.
(IV) The Company Law of the People’s Republic of China (promulgated by Order of the President [2013] No.8).
(V) Catalogue for the Guidance of Foreign Investment Industries (Revised in 2015) (promulgated by Order of the National Development and Reform Commission and the Ministry of Commerce [2015] No.22).
(VI) Catalogues of Foreign-invested Advantage Industries in Central and Western China (Revised in 2013) (promulgated by Order of the National Development and Reform Commission and the Ministry of Commerce [2013] No.1).
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 is approved by Sichuan Provincial Department of Commerce after capita increase or the adjustment of business scope.
(III) The foreign-invested enterprise shall have reasonable reason in making capital deduction.
(IV) The proportion of total investment to registered capital after capital deduction shall be in compliance with the relevant state laws and regulations.
III. Application Materials
1. Application made by the enterprise for this change (template);
2. Enterprise approval certificate (original and copy), business license (copy) (template);
3. Resolution of the board of directors (template);
4. Supplementary contract and supplementary articles of association of the enterprise on this change (for wholly foreign-owned enterprises, only supplementary articles of association) (template);
5. Latest capital verification report of the enterprise (copy) (template);
6. Financial auditing report of the enterprise for the latest year (copy) (template);
7. The original contract, the original articles of association and all previous supplementary contracts, supplementary articles of association (for wholly foreign-owned enterprises, only articles of association and supplementary articles of association) and photocopies of approval thereof (template);
8. List of the board of directors of the enterprise (copy) (template);
9. Certification on announcement and notification issued to creditors (template);
10. Debt repayment or debt guarantee situation (template);
11. Statement on whether creditors have objections (template);
12. In case of non-pro rata capital deduction, equity change agreement and capital deduction agreement signed by investors need to be submitted (template);
13. In case of involvement of a state-owned enterprise, assets appraisal report and record-filing or approval document of state-owned assets department are required;
14. Where special state provisions are involved, other documents required in such provisions need to be provided;
15. Change approval documents issued by the development and reform commission and other relevant departments (necessary in case of involvement of change in project construction content);
16. Letter of confirmation on substantial contents of the online affairs-handling system and of application materials (signed by investor's legal representative or authorized representative thereof) (template).
Electronic versions of the above application materials are required to be submitted. For those documents and certificates, the original should be submitted if it is not clearly required that the copies of such documents and certificates need to be submitted; and if the copies are submitted, the applicant should indicate on each copy that This copy conforms to the original upon verification and affix its seal to each copy.
IV. Handling Procedures
(I) An applicant shall submit the application materials to the Window for the Department of Commerce of the government affairs service platform of the Sichuan Provincial Government Affairs Service and Public Resources Exchange Service Center.
(II) Sichuan Provincial Department of Commerce makes a decision on approval or disapproval of the administrative license; in case of disapproval, the reason therefor shall be stated in written.
(III) A receiver shall get handling result at the Window for the Department of Commerce by virtue of the ID card thereof and relevant notice of acceptance.
(IV) The enterprise shall apply for the approval certificate by virtue of approval at the Window for the Department of Commerce and affix the special seal of Sichuan Provincial Department of Commerce for approval of contracts and articles of association of foreign-invested enterprises on the contracts and articles of association of joint ventures.
(V) The enterprise shall handle registration and record-filing formalities with the industry and commerce, taxation, foreign exchange administration, customs, financial departments and other departments by virtue of the approval, approval certificate, contracts and articles of association of joint ventures, and other documents.
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. Certificates Required for Examination and Approval
Certificate on Approval of Foreign-invested Enterprises or Certificate on Approval of Taiwan, Hong Kong, and Macao-invested Enterprises
VIII. Quantitative Restriction
None.
IX. Contact Information
(I) Tel.: Window for the Department of Commerce (028) 86946667 86915614
(II) Online affairs-handling halls
Sichuan Electronic Government Hall: dzzwdt.sc.gov.cn
Sichuan Government Affairs Service Hall: egov.sczw.gov.cn
Online foreign capital affairs handling system under the Ministry of Commerce: wzzxbs.mofcom.gov.cn
(III) Complaints hotlines
For Sichuan Provincial Office of Administrative Efficiency: 028-96960
For Sichuan Provincial Government Affairs Service and Public Resources Exchange Service Center: 028-86936179
For Sichuan Provincial Department of Commerce: (028) 83220487 83221124
X. Matters Needing Attention
The relevant persons shall sign their names against their printed names in all documents.
Appendix: Sample (or Format) Text
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