中华人民共和国中外合作经营企业法实施细则 RULES FOR THE IMPLEMENTATION OF THE LAW OF THE PEOPLES REPUBLIC OF CHINA ON CHI

对外贸易经济合作部令一九九五年第6号
（Approved by the State Council on August 7， 1995， promulgated by Decree No. 6 of the Ministry of Foreign Trade and Economic Cooperation on September 4， 1995）
颁布日期：19950904 　实施日期：19950904 　颁布单位：外经贸部

　　Chapter I General Provisions

　　Article 1 These Rules are enacted in accordance with the Law of the People's Republic of China on Chinese-Foreign Contractual Joint Ventures.

　　Article 2 The establishment of Chinese-foreign contractual joint ventures （hereinafter referred to as contractual joint ventures） within the territory of China shall meet the development policies and industrial policies of the state and shall abide by the state provisions on the direction of investment of foreign funded enterprises.

　　Article 3 Contractual joint ventures shall develop their own business freely in accordance with the law and conduct operational and managerial activities within the scope of the approved agreements， contracts and articles of association of the contractual joint ventures without any interference from any organizations or individuals.

　　Article 4 Contractual joint ventures include those having attained the status of Chinese legal persons and those not having attained the status of Chinese legal persons in accordance with the law.

　　Where special provisions are provided for in Chapter IX of these Rules， such provisions shall apply to the contractual joint ventures which do not have the status of legal persons.

　　Article 5 The competent department of the Chinese party of the contractual joint venture is also that of the contractual joint venture. Where there are two or more Chinese parties， the authority for examination and approval shall consult with the relevant departments to determine one department to be the competent one， with the exceptions of those provided for by law or administrative regulations.

　　The department responsible for the contractual joint venture shall coordinate the relevant matters concerning the contractual joint venture and provide assistance in accordance with law.

　　Chapter II Establishment of Contractual Joint Ventures

　　Article 6 The establishment of contractual joint ventures shall be examined and approved either by the Ministry of Foreign Trade and Economic Cooperation or by the department or local people's government authorized by the State Council.

　　Where a contractual joint venture is established under one of the following circumstances， the contractual joint venture shall be examined and approved by the department or the local people's government authorized by the State Council：

　　（1） Where the total investment amount is within the limit of the amount stipulated by the State Council which can be examined and approved by the department or the local people's government authorized by the State Council；

　　（2） Where the capital is raised by the contractual joint venture， and the construction or production conditions are not required to be balanced by the state；

　　（3） Where the export of products does not require to receive the export quota or permit as granted by the relevant state departments responsible， or although such a quota or permit is required， the relevant state departments responsible have agreed to grant them before the project proposal is submitted；

　　（4） Where there are other cases examined and approved by the department or the local people's government authorized by the State Council as stipulated by law or by administrative regulations.

　　Article 7 Where a contractual joint venture is established， the following documents must be submitted to the examination and approval authority by the Chinese party：

　　（1） The project proposal for establishing a contractual joint venture， together with any documents which have been examined and approved by the department responsible；

　　（2） The feasibility study

report jointly conducted by all parties to the contractual joint venture， together with any documents which have been examined and approved by the department responsible；

　　（3） The agreement， contract and articles of association of the contractual joint venture signed by the legal representatives or authorized representatives of the parties to the contractual joint venture；

　　（4） The business licenses or registration certificates of the parties to the contractual joint venture， and their credit certificates and the valid documents of their legal representatives； where the foreign party is a natural person， valid certifying documents showing his or her identity， his or her personal details and credit information should be provided；

　　（5） The name list of the chairman， vice-chairman and directors of the board of directors or the director， vice-director and members of the joint management committee as decided in consultation by the parties to the contractual joint venture；

　　（6） Other documents whose submission is required by the examination and approval authority.

　　The documents listed in the preceding paragraph shall be submitted in Chinese with the exception of the documents listed in Item （4） provided by the foreign party； the documents listed in Items （2）， （3） and （5） may be simultaneously submitted in a foreign language， as decided in consultation by the parties to the contractual joint venture.

　　The examination and approval authority shall decide whether to grant approval within 45 days of receiving all the documents stipulated； in cases where the examination and approval authority thinks that the documents submitted are incomplete or unsuitable， it has the right to demand the parties to the contractual joint venture to complete or amend them within the appointed time limit.

　　Article 8 The Ministry of Foreign Trade and Economic Cooperation shall issue certificate of approval to a contractual joint venture whose establishment has been approved by the Ministry of Foreign Trade and Economic Cooperation and the department authorized by the State Council.

　　The local people's government shall issue certificate of approval to a contractual joint venture whose establishment has been approved by the relevant local people's government as authorized by the State Council， and these documents of approval shall within 30 days as from the date of approval be submitted to the Ministry of Foreign Trade and Economic Cooperation for the record.

　　A contractual joint venture whose establishment has been approved shall apply to the authority for the administration of industry and commerce for registration and to obtain a business licence in accordance with the law.

　　Article 9 Under any of the following circumstances， approval will not be granted to an applicant for establishment of a contractual joint venture：

　　（1） Harming state sovereignty or social public interests；

　　（2） Endangering state safety；

　　（3） Causing pollution to the environment；

　　（4） Other circumstances which violate the law， administrative regulations or state industrial policies.

　　Article 10 The term “agreement of the contractual joint venture” as stipulated in these Rules refers to the written document drawn up by the parties to the contractual joint venture after they have come to an agreement on the principles for establishing the venture and major projects.

　　The term “contract of the contractual joint venture” as stipulated in these Rules refers to the written document drawn up by the parties to the contractual joint venture after they have come to an agreement upon the rights and obligations of the parties for the establishment of the venture.

　　The term “articles of association of the contractual joint venture” as stipulated in these Rules refers to the written document drawn up by the parties to the contractual joint venture ac

cording to the agreements made in the contract of the contractual joint venture and agreed upon by all parties to the contractual joint venture， agreeing on such matters as the organizational principles and the methods of management and operation.

　　In cases where discrepancies exist between the agreement or articles of association of the contractual joint venture and the contract of the contractual joint venture， the contract of the contractual joint venture shall prevail.

　　The parties to the contractual joint venture also have the right not to conclude the agreement of the contractual joint venture.

　　Article 11 The agreement， the contract and the articles of association of the contractual joint venture shall enter into force as of the day when the certificate of approval is issued by the examination and approval authority. During the period of cooperation， any major changes to the agreement， the contract or articles of association of the contractual joint venture must be approved by the examination and approval authority.

　　Article 12 The contract of the contractual joint venture shall clearly state the following：

　　（1） The name， place of registration， domicile of and the name， position and nationality of the legal representatives of each party to the contractual joint venture （where the foreign party is a natural person， his or her name， nationality， and domicile）；

　　（2） The name， domicile and scope of business of the contractual joint venture；

　　（3） The total investment sum and the registered capital of the contractual joint venture， the manner and time limit of the investment or conditions for cooperation provided by each party to the contractual joint venture；

　　（4） The transfer of investments or conditions provided by the parties

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