Establishment and Change of Foreign-invested Enterprises

◆ Establishment and change of foreign-invested enterprises not involved in the implementation of special management measures that are adopted for the admission of foreign investment

Any foreign investment enterprise not subject to special entry control implemented by the government will be administered on a filing basis. The special management measures that are adopted for the admission of foreign investment are implemented in accordance with The Special Management Measures for Foreign Investment Access (Negative List) (2018 Edition).

Foreign-invested enterprises or their investors who handle the registration for establishment or change of foreign-invested enterprises shall submit the following documents:

(1) Pre-approved materials for the name of a foreign-invested enterprise or a business license for a foreign-invested enterprise;

(2) The Declaration of Registration for the Establishment of Foreign-invested Enterprises executed by all investors (or all initiators) of foreign-invested enterprises or their authorized representatives, or The Declaration of Registration for the Change of Foreign-invested Enterprises executed by the legal representative of a foreign-invested enterprise or its authorized representatives;

(3) Certificates of all investors (or the board of directors of a foreign-invested enterprise) or a designated representative or joint agent of a foreign-invested enterprise, including the power of attorney and the identity certificate of the trustee;

(4) The proof of foreign-invested enterprise investor or legal representative entrusting others to sign relevant documents, including the power of attorney and the identity certificate of the trustee (no need to provide the relevant documents if not entrusting others);

(5) The investor’s main body qualification certificate or the natural person’s identity certificate (no need to provide if the changed items do not involve the change of investor’s basic information);

(6) Proof of the natural person’s identity of the legal representative (no need to provide if the changed items do not involve the change of the legal representative);

(7) The shareholding structure chart of the actual controller of the foreign-invested enterprise (no need to provide if the changed items do not involve the change of the actual controller of the foreign-invested enterprise);

(8) In the case of a foreign investor that makes payment using the equity of an overseas company that meets the requirements, it shall provide a domestic enterprise Certificate for Enterprise to Invest Overseas that obtains the equity of the overseas enterprise.

(If the original documents are made in foreign languages, the Chinese versions shall be uploaded and submitted, and the foreign-invested enterprise or its investors shall ensure that the contents of the Chinese version are consistent with the original version.)

If the following changes are made to a foreign-invested enterprise, the representative or the appointed agent of the foreign-invested enterprise shall submit the Registration Form for Change of Foreign-invested Enterprises (hereinafter referred to as Declaration Form for Change at the Guangdong Government Service Network) and related documents through the integrated management system within 30 days after the change occurs to handle the registration and filing procedures:

(1) Any changes in basic information of foreign-invested enterprises, including name, registered address, type of business, period of operation, investment industry, scope of business, whether it is subject to national tax reduction and exemption of imported equipment, registered capital, total investment, organizational structure, legal representative,change of information, contacts and contact change methods of the actual controller of the foreign-invested enterprise;

(2) Any changes in basic information of foreign-invested enterprise investors, including name (title), nationality/region or address (registration or registered address), license type and number, subscribed capital contribution, capital contribution method, capital contribution period, source of funds and investor type changes;

(3) Any changes in the basic trading information of foreign-invested enterprises that are established from mergers and acquisitions;

(4) Any changes in equity (shares) and cooperative interests;

(5) Merger, division and termination;

(6) The mortgage and transfer of property rights of foreign-funded enterprises;

(7) Foreign partner of Chinese-foreign cooperative enterprises recovery of investment ahead of time and

(8) Entrusted management of Chinese-foreign cooperative enterprises.

The status of handling the announcement procedures of mergers, divisions, capital reductions, etc., which should be announced in accordance with relevant laws and regulations, shall be explained when handling the filing of changes.

(Where the above-mentioned changes involve the resolution of the highest authority, the time when the highest authority of the foreign-invested enterprise makes a resolution shall be taken as the time when the change occurs; if the laws and regulations require additional conditions for the change of the foreign-invested enterprise to go into effect， the time when requirements are met should be taken as the time when the change occurs.)

(For the specific matters and procedures for the establishment and change of foreign-invested enterprises, please see the “Others” category on Guangdong Provincial Government Service Website for guidance on the establishment and change of the foreign-invested enterprises that  are not involved in the special management measures for the admission of foreign investment.)

◆  Establishment and change of foreign-invested enterprises involved in the implementation of special management measures that are adopted for the admission of foreign investment

Where special management measures involving foreign investment access are involved, the following provisions shall apply:

1. The approval items with a total investment of 1 billion US dollars (including 1 billion US dollars, hereinafter referred to as the limit) shall be examined and managed by the local competent department of commerce and the state-level economic and technological development zone at the prefecture level in Guangdong Province.

Among them, the limits of a company limited by shares with foreign investment are calculated according to the registered capital, and the limit of foreign-invested limited company changing to a company limited by shares with foreign investment is based on the estimated net asset value. The limit for foreign investors to acquire domestic enterprises is based on the amount of M&A transactions.

2. The following changes to a foreign-invested enterprise exceeding the limit shall be approved by the Ministry of Commerce:

(1) The amount of single capital increase exceeds 1 billion US dollars;

(2) The increased business scope involves special management measures that are adopted for the admission of foreign investment;

(3) Changes in the equity transferred by the controlling party (including absolute holding and relative holding) to the foreign party;

(4) Mergers and divisions by a foreign-invested enterprise that would result in exceeding the limit after the completion of the merger and division.

In addition, if a foreign-invested enterprise below the limit exceeds the limit after a single capital increase, the application shall be approved by the Ministry of Commerce.

3. Except as provided in Article 2, other changes to foreign-invested enterprises that exceed the limit shall be approved and managed by the commercial department above prefecture level and the state-level economic and technological development zone.