Measures for the Administration of the Registration of Capital Contribution in the Form of Equity
股权出资登记管理办法
The total of the amount of capital contribution in the form of valuated equity and of capital contribution in the form of other valuated non-monetary property by all of the shareholders may not exceed 70% of the registered capital of the investee company.
(Promulgated by the State Administration for Industry and Commerce on January 14 2009 and effective as of March 1 2009.)
(国家工商行政管理总局于二零零九年一月十四日公布，自二零零九年三月一日起施行。)
Order of the SAIC No.39
Article 1: These Measures have been formulated pursuant to laws and regulations such as the Company Law and the Regulations for the Administration of Company Registration in order to regulate the registration of capital contribution in the form of equity.
国家工商总局令第39号
Article 2: The administration of the registration of capital contribution whereby investors, by using their equity in limited liability companies or companies limited by shares established in China (hereinafter collectively referred to as Equity Companies) as capital contribution, invest in other limited liability companies or companies limited by shares in China (hereinafter collectively referred to as Investee Companies) shall be governed by these Measures.
Article 3: Equity ownership that is to be used as capital contribution shall be clear, rights thereof shall be unencumbered and such equity shall be capable of being transferred in accordance with the law.
第一条 为规范股权出资登记，根据《公司法》、《公司登记管理条例》等法律法规的规定，制定本办法。
Equity may not be used as capital contribution if:
(1) the registered capital of the Equity Company has not been paid in full;
第二条 投资人以其持有的在中国境内设立的有限责任公司或者股份有限公司（以下统称股权公司）的股权作为出资，投资于境内其他有限责任公司或者股份有限公司（以下统称被投资公司）的登记管理，适用本办法。
(2) a pledge has been created over the equity;
(3) the equity has been frozen in accordance with the law;
第三条 用作出资的股权应当权属清楚、权能完整、依法可以转让。
(4) the articles of association of the Equity Company specify that the equity may not be transferred;
(5) a law, a set of administrative regulations or a decision of the State Council specifies that shareholders of the Equity Company require approval to transfer their equity and such approval has not been obtained; or
具有下列情形的股权不得用作出资：
(6) another circumstance as specified in laws, administrative regulations or a decision of the State Council under which such transfer is prohibited applies.
Article 4: The total of the amount of capital contribution in the form of valuated equity and of capital contribution in the form of other valuated non-monetary property by all of the shareholders may not exceed 70% of the registered capital of the Investee Company.
（一）股权公司的注册资本尚未缴足；
Article 5: Equity that is to be used for capital contribution shall have been appraised by a lawfully established appraisal firm.
Article 6: If, at the time of the establishment of a company, an investor makes its capital contribution in the form of equity, it shall pay in such capital contribution within one year of the establishment date of the Investee Company. The Investee Company shall then carry out the procedures for the registration of the change in its paid-in capital.
（二）已被设立质权；
If, when a company increases its registered capital, an investor makes its capital contribution thereto in the form of equity, it shall pay in such contribution before the Investee Company applies for the registration of the change arising from an increase in its registered capital.
Article 7: If an investor pays in its capital contribution in the form of equity it holds in a limited liability company, the Equity Company shall apply to the company registration authority for registration of the change in the holder of the equity to the Investee Company.
（三）已被依法冻结；
If an investor pays in its capital contribution in the form of equity it holds in a company limited by shares and such equity is registered with a depository and clearing institution, the procedures for registration of the equity transfer and change in ownership shall be carried out with the stock exchange and the depository and clearing institution in accordance with provisions. Other equity shall be transferred to the Investee Company by the statutorily prescribed method.
If it is specified in laws, administrative regulations or a decision of the State Council that the shareholders of the Equity Company require approval to transfer their equity, such approval shall additionally be obtained in accordance with the law.
（四）股权公司章程约定不得转让；
Article 8: Once a capital contribution made in the form of equity has been paid in, it shall be verified by a lawfully established capital verification institution which shall issue a capital verification certificate.
The capital verification certificate shall contain the following information:
（五）法律、行政法规或者国务院决定规定，股权公司股东转让股权应当报经批准而未经批准；
(1) information on the registration of the change in the holder of the relevant equity carried out in accordance with Article 7 hereof, if the capital contribution is made in the form of equity in a limited liability company;
(2) information on the transfer of the relevant equity to the Investee Company carried out in accordance with Article 7 hereof, if the capital contribution is made in the form of equity in a company limited by shares;
（六）法律、行政法规或者国务院决定规定不得转让的其他情形。
(3) information on the appraisal of the equity, including the name of the appraisal firm, the number of the appraisal report, the reference date of the appraisal, the appraised value, etc.; and
(4) if the capital contribution made in the form of equity requires approval in accordance with the law, information on such approval.
第四条 全体股东以股权作价出资金额和其他非货币财产作价出资金额之和不得高于被投资公司注册资本的百分之七十。
Article 9: If an investor, at the time of the establishment of a company, makes, in accordance with the law, its capital contribution in the form of equity, the Investee Company shall, when carrying out the procedure for the registration of its establishment, carry out the procedures for the registration of the name of the investor that subscribed for the capital contribution to be made in the form of equity, the capital contribution amount, the method of capital contribution and the capital contribution date. After the investor has paid in the capital contribution in the form of equity, the Investee Company shall apply for the registration of the change in its paid-in capital and, if the Investee Company is a limited liability company or a company limited by shares established by way of sponsorship, it shall additionally apply for the registration of the change in the relevant investor's paid-in capital contribution amount and capital contribution date, etc.
If an investor, when a company increases its registered capital, pays in its capital contribution in the form of equity, the Investee Company shall apply for the registration of the change in its registered capital and paid-in capital. If the Investee Company is a limited liability company, it shall additionally apply for the registration of the name of the investor and the change in the amount of its subscribed for and paid-in capital contribution and capital contribution date, etc.
第五条 用作出资的股权应当经依法设立的评估机构评估。
Article 10: The materials to be submitted by an Equity Company when applying for relevant registration in accordance with Article 7 hereof shall be handled in accordance with the Regulations for the Administration of Company Registration and provisions of the State Administration for Industry and Commerce on materials to be submitted for company registration.
Article 11: When applying for relevant registration in accordance with Article 9 hereof, an Investee Company shall, in addition to handling matters in accordance with the Regulations for the Administration of Company Registration and provisions of the State Administration for Industry and Commerce on materials to be submitted for company registration, submit the following materials:
第六条 公司设立时，投资人以股权出资的，自被投资公司成立之日起一年内，投资人应当实际缴纳，被投资公司应当办理实收资本变更登记。
(1) an undertaking for a subscription for capital contribution in the form of equity signed by the investor making its contribution in the form of equity; the relevant investor shall give an undertaking that the equity with which the capital contribution is subscribed for complies with the first paragraph of Article 3 hereof and that none of the circumstances specified in the second paragraph of said Article applies thereto; and
(2) a photocopy of the business licence of the Equity Company (bearing the seal of the Equity Company).
公司增加注册资本时，投资人以股权出资的，应当在被投资公司申请办理增加注册资本变更登记前实际缴纳。
Article 12: If an act by an investor or the Investee Company relating to capital contribution in the form of equity violates the Company Law, the Regulations for the Administration of Company Registration or these Measures, or if a capital verification institution or an appraisal firm issues a fraudulent evidentiary document or, due to negligence, issues a report with material omissions, the company registration authority shall investigate and handle the matter in accordance with relevant provisions specified in the Company Law, Regulations for the Administration of Company Registration, etc.
Article 13: If a law, a set of administrative regulations or a decision of the State Council provides otherwise in respect of a matter addressed herein, such law, set of administrative regulations or decision of the State Council shall apply.
第七条 投资人以持有的有限责任公司股权实际缴纳出资的，股权公司应当向公司登记机关申请办理将该股权的持有人变更为被投资公司的变更登记。
Article 14: These Measures shall be effective as of March 1 2009.
clp reference:3400/09.01.14prc reference:国家工商总局令第39号promulgated:2009-01-14effective:2009-03-01This premium content is reserved for
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