Provisions for the Classification of Types of Enterprise Registration (Revised)

(Issued by the National Statistics Bureau and the State Administration for Industry and Commerce on, and effective as of, September 30 2011.)

Guo Tong Zi [2011] No.86

Article 1: The targets of classification of these Provisions are the various types of enterprises registered with administrations for industry and commerce. These Provisions shall apply mutatis mutandis to other economic organisations.

Article 2: These Provisions classify the registration of enterprises into the following types based on the types of enterprise registration used by administrations for industry and commerce:

Domestically-invested Enterprises

state-owned enterprises

collective enterprises

share cooperative enterprises

associated enterprises

limited liability companies

companies limited by shares

private enterprises

other enterprises

Hong Kong, Macao and Taiwan-invested Enterprises

equity joint ventures (Hong Kong, Macao or Taiwan-invested)

cooperative joint ventures (Hong Kong, Macao or Taiwan-invested)

wholly Hong Kong, Macao or Taiwan-owned enterprises

Hong Kong, Macao or Taiwan-invested companies limited by shares

other Hong Kong, Macao or Taiwan-invested enterprises

Foreign-invested Enterprises

Sino-foreign equity joint ventures

Sino-foreign cooperative joint ventures

wholly foreign-owned enterprises

foreign-invested companies limited by shares

other foreign-invested enterprises.

Article 3: The term “state-owned enterprise” means an economic organisation that is not organised in the form of a company, all of the assets of which are owned by the state and that is registered in accordance with the PRC Regulations for the Administration of the Registration of Enterprise Legal Persons; excludes the category of wholly state-owned company under limited liability companies.

Article 4: The term “collective enterprise” means an economic organisation the assets of which belong to a collective and that is registered in accordance with the PRC Regulations for the Administration of the Registration of Enterprise Legal Persons.

Article 5: The term “share cooperative enterprise” means a collective economic organisation based on the cooperative system, wherein the enterprise's employees jointly make capital contributions and take an equity interest, that absorbs a certain percentage of private assets as investment and for establishment, that operates autonomously, that is responsible for its own profits and losses, in which the employees work jointly, that is managed democratically and that combines the principles of distribution according to work and sharing profits according to share ownership.

Article 6: The term “associated enterprise” means an economic organisation jointly invested in and organised in accordance with the principles of free will, equality and mutual benefit by two or more enterprise legal persons of identical or different ownership nature or public institutions with legal personality.

Article 7: The term “limited liability company” means an economic organisation registered in accordance with the PRC Regulations for the Administration of Company Registration, jointly invested in by not less than two but not more than 50 shareholders and in which each shareholder bears limited liability to the company to the extent of the capital contribution it has subscribed for and the company bears liability for its debts to the extent of all of its assets.

Limited liability companies include wholly state-owned companies and other limited liability companies.

The term “wholly state-owned company” means a limited liability company solely invested in and established by an investment organisation or a department authorised by the state.

The term “other limited liability company” means a limited liability company other than a wholly state-owned company.

Article 8: The term “company limited by shares” means an economic organisation registered in accordance with the PRC Regulations for the Administration of Company Registration, all of the registered capital of which comprises shares of equal value, the capital of which is raised through the issuance of stock and in which shareholders bear limited liability to the company to the extent of the shares that they have subscribed for and the company bears liability for its debts to the extent of all of its assets.

Article 9: The term “private enterprise” means a for-profit economic organisation that is invested in and established by natural persons or controlled by a natural person and that has the employment of labour as its basis, and includes private limited liability companies, private companies limited by shares, private partnerships and private wholly-owned enterprises that are registered in accordance with the Company Law, the Partnership Law and the Tentative Regulations for Private Enterprises.

The term “private wholly-owned enterprise” means an enterprise that, in accordance with the Tentative Regulations for Private Enterprises, is invested in and operated by a natural person, that has the employment of labour as its basis and in which the investor bears unlimited liability for the debts of the enterprise.

The term “private partnership” means an enterprise that, in accordance with the Partnership Law or the Tentative Regulations for Private Enterprises, is jointly invested in, jointly operated and the profits and losses of which are jointly borne by two or more natural persons pursuant to an agreement, that has the employment of labour as its basis and in which the investors bear unlimited liability for its debts.

The term “private limited liability company” means a limited liability company that, in accordance with the Company Law and the Tentative Regulations for Private Enterprises, is invested in by two or more natural persons or that is controlled by a single natural person.

The term “private company limited by shares” means a company limited by shares that, in accordance with the Company Law, is invested in by five or more natural persons or that is controlled by a single natural person.

Article 10: The term “other enterprise” means a domestically-invested economic organisation other than those set forth in Articles 3 to 9 above.

Article 11: The term “equity joint venture (Hong Kong, Macao or Taiwan-invested)” means an enterprise that, in accordance with the PRC Sino-foreign Equity Joint Venture Law and related laws, is invested in and established by an investor from Hong Kong, Macao or Taiwan and a mainland enterprise in the proportions specified in a contract and in which they share the profits and the risks in the proportions specified in the contract.

Article 12: The term “cooperative joint venture (Hong Kong, Macao or Taiwan-invested)” means an enterprise that, in accordance with the PRC Sino-foreign Cooperative Joint Venture Law and related laws, is invested in, or has conditions provided for, and established by an investor from Hong Kong, Macao or Taiwan and a mainland enterprise in accordance with a cooperation contract and in which profits are distributed and risks shared in accordance with the cooperation contract.

Article 13: The term “wholly Hong Kong, Macao or Taiwan-owned enterprise” means an enterprise that, in accordance with the PRC Wholly Foreign-owned Enterprise Law and related laws, is invested in and established in mainland China solely by (an) investor(s) from Hong Kong, Macao or Taiwan.

Article 14: The term “Hong Kong, Macao or Taiwan-invested company limited by shares” means a company limited by shares that, in accordance with relevant state provisions, is established following approval by the Ministry of Foreign Trade and Economic Cooperation in accordance with the law and in which the share capital of the Hong Kong, Macao or Taiwan investor(s) accounts for at least 25% of the registered capital of the company. Where the share capital of the Hong Kong, Macao or Taiwan investor(s) accounts for less than 25% of the registered capital of the company, such company falls into the category of company limited by shares under domestically-invested enterprises.

Article 15: The term “other Hong Kong, Macao or Taiwan-invested enterprise” means a Hong Kong, Macao or Taiwan-invested partnership or other such enterprise lawfully established in China with reference to the Measures for the Administration of the Establishment of Partnerships in China by Foreign Enterprises or Individuals and the Provisions for the Administration of the Registration of Foreign-invested Partnerships.

Article 16: The term “Sino-foreign equity joint venture” means an enterprise that, in accordance with the PRC Sino-foreign Equity Joint Venture Law and related laws, is invested in and established by a foreign enterprise or foreign national and a mainland Chinese enterprise in the proportions specified in a contract and in which they share the profits and the risks in the proportions specified in the contract.

Article 17: The term “Sino-foreign cooperative joint venture” means an enterprise that, in accordance with the PRC Sino-foreign Cooperative Joint Venture Law and related laws, is invested in, or has conditions provided for, and established by a foreign enterprise or foreign national and a mainland Chinese enterprise in accordance with a cooperation contract and in which profits are distributed and risks shared in accordance with the cooperation contract.

Article 18: The term “wholly foreign-owned enterprise” means an enterprise that, in accordance with the PRC Wholly Foreign-owned Enterprise Law and related laws, is invested in and established in mainland China solely by (a) foreign investor(s).

Article 19: The term “foreign-invested company limited by shares” means a company limited by shares that, in accordance with relevant state provisions, is established following approval by the Ministry of Foreign Trade and Economic Cooperation in accordance with the law and in which the share capital of the foreign investor(s) accounts for at least 25% of the registered capital of the company. Where the share capital of the foreign investor(s) accounts for less than 25% of the registered capital of the company, such company falls into the category of company limited by shares under domestically-invested enterprises.

Article 20: The term “other foreign-invested enterprise” means a foreign-invested partnership or other such enterprise lawfully established in China pursuant to the Measures for the Administration of the Establishment of Partnerships in China by Foreign Enterprises or Individuals and the Provisions for the Administration of the Registration of Foreign-invested Partnerships.

Article 21: The National Statistics Bureau, in concert with the State Administration for Industry and Commerce, is in charge of interpreting these Provisions.

Article 22: These Provisions shall be effective as of the date of issuance. The Tentative Provisions for the Classification of Economic Types formulated by the National Statistics Bureau and the State Administration for Industry and Commerce in 1992 shall be repealed simultaneously.

Attachment

TYPES AND CODES FOR ENTERPRISE REGISTRATION