Measures for the Administration of Registration of Technology Import and Export Contracts

(Promulgated by the Ministry of Commerce on February 1 2009, and effective 30 days after the date of promulgation.)

Order of MOFCOM [2009] No.3

Article 1: These Measures are formulated in accordance with the PRC Regulations for the Administration of Technology Import and Export in order to standardise the administration of free import and export of technology, to establish a system for the administration of information on the import and export of technology, and to promote the development of China's import and export of technology.

Article 2: Technology import and export contracts shall include patent right assignment contracts, patent application right assignment contracts, patent licensing contracts, know-how licensing contracts, technical services contracts, and other contracts containing provisions regarding the import or export of technology.

Article 3: The department in charge of commerce shall be the administrative department for registration of technology import and export contracts.

Free import and export technology contracts shall be effective as of the date on which they are legally established.

Article 4: The Ministry of Commerce shall be responsible for the administration of the registration of technology import contracts under projects subject to check/examination and approval of the State Council or the State Council's department in charge of investment that are included in the Catalogue of Investment Projects Subject to Government Check and Approval and those that are included among government investment projects.

Article 5: The department in charge of commerce of each province, autonomous region, municipality directly under the central government and city with independent development plans shall be responsible for the administration of registration of free import and export technology contracts beyond the scope of Article 4 hereof. Free import and export technology contracts of centrally-managed enterprises shall be registered according to their location with the department in charge of commerce of provinces, autonomous regions, municipalities directly under the central government and cities with independent development plans.

The department in charge of commerce of each province, autonomous region, municipality directly under the central government and city with independent development plans may delegate administration of registration of free import and export technology contracts to the department in charge of commerce at the next lower level.

Article 6: Business operators that engage in the import and/or export of technology (Business Operators) shall carry out contract registration procedures within 60 days after a contract enters into effect, unless the contract is one under which the method of payment is in the form of royalties.

Article 7: For a contract under which the method of payment is in the form of royalties, the Business Operator shall carry out contract registration procedures within 60 days after the benchmark amount for the initial royalty payment has been determined and, thereafter, shall carry out contract amendment procedures each time the benchmark amount for a royalty payment has been determined.

When a Business Operator carries out registration and amendment procedures, it shall provide supporting documentation relating to the benchmark amount for the royalties.

Article 8: The state shall implement online registration administration on free import and export technology contracts. A Business Operator shall carry out contract registration by logging into the “Technology Import and Export Contract Information Management System” of the Ministry of Commerce's government website (URL: jsjckqy.fwmys.mofcom.gov.cn), and shall handle the registration procedures with the department in charge of commerce on the strength of the application form for registration of technology import (or export) contract, a copy of the technology import (or export) contract (including Chinese translation), and documents evidencing the legal status of the contracting parties. The department in charge of commerce shall verify the details of the contract registration within three working days of the date of receipt of the above documents and shall issue to the Business Operator a Technology Import Contract Registration Licence or Technology Export Contract Registration Licence.

Article 9: If the application documents are not in accord with Articles 18 and 40 of the PRC Regulations for the Administration of Technology Import and Export or the records are not in accord with the contract, the department in charge of commerce shall, within three working days of the date of receipt of the application, notify the Business Operator to supplement and/or correct the documents or amend the records. It shall, within three working days of the date of receipt of the supplemented and corrected application or amended registration record, verify the details of the contract registration and issue a Technology Import Contract Registration Licence or a Technology Export Contract Registration Licence.

Article 10: The main contents of free technology import or export contract registration shall include:

(1) the contract number;

(2) the contract title;

(3) the technology supplier;

(4) the technology receiver;

(5) the technology user;

(6) the summary of the contract;

(7) the value of the contract;

(8) the method of payment; and

(9) the term of validity of the contract.

Article 11: The state shall implement standardised codification of free import and export technology contract numbers. When numbering technology import and export contracts, Business Operators shall comply with the following rules:

(1) the contract number shall be 17 characters in total; and

(2) the first nine characters shall be fixed: the first two being the (last two) digits of the year of formulation of the contract, the third and fourth being the (two letter) code for the importing or exporting country, the fifth and sixth being the (two letter) code for the region in which the importing or exporting enterprise is located, the seventh being the status of the contract (import = Y, export = E), and the eighth and ninth being the (two digit) code for the importing or exporting industry. The last eight characters shall be decided by the enterprise itself. For example: 01USBJE01CNTIC001.

Article 12: The Business Operator shall handle the procedures for amendment of contract registration when amending the contents of an already registered free technology import or export contract as specified in Article 10 hereof.

To handle the procedures for contract amendment, the Business Operator shall log into the “Technology Import and Export Contract Information Management System”, complete a Form for Recording Changes in Contract Data and carry out the procedures with the department in charge of commerce on the strength of the contract amendment agreement and the Form for Recording Changes in Contract Data. The department in charge of commerce shall carry out the procedures for contract amendment within three days from the date of receipt of the complete amendment application materials.

If amendment procedures are handled in accordance with Article 7 hereof, they shall be handled on the strength of the amendment application and the Form for Recording Changes in Contract Data.

Article 13: If implementation of a registered free technology import or export contract is for some reason suspended or terminated, the Business Operator shall in a timely manner submit the technology import or export contract registration certificate and other documentation to the department in charge of commerce for record filing.

Article 14: If a Business Operator loses its technology import/export contract registration licence, it shall report the loss thereof, and shall carry out the procedures for the issuance of a new licence with the department in charge of commerce on the strength of the proof of loss of the previous licence, a reissuance application and documentation from the relevant departments.

Article 15: Departments in charge of commerce at every level shall strengthen administration of their departments and personnel responsible for the administration of registration of technology import and export contracts, establish a sound accountability system for positions that involve contract registration and strengthen vocational training and assessment.

Article 16: Technology import contracts entered into as capital investment to, and acting as an attachment to the articles of association of, Sino-foreign equity joint ventures, Sino-foreign co-operative joint ventures and wholly foreign-owned enterprises at the time of establishment shall be subject to the procedures set out in laws relating to foreign-invested enterprises.

Article 17: The Ministry of Commerce shall be responsible for compiling statistics on technology imports and exports nationwide and regularly publishing such statistical data. The department in charge of commerce at each level shall be responsible for compiling statistics on technology imports and exports within their jurisdictions.

Article 18: These Measures shall be effective 30 days after the date of promulgation. The Measures for the Administration of Registration of Technology Import and Export Contracts (Order of MOFTEC [2001] No.17) effective as of January 1 2002 shall be repealed simultaneously.