Circular on Further Improving Relevant Administrative Measures on Foreign-invested Companies with an Investment Nature
关于进一步完善外商投资性公司有关管理措施的通知
Lawful renminbi income may be used directly for domestic investment.
(Issued by the Ministry of Commerce and the State Administration of Foreign Exchange on December 8 2011.)
Shang Zi Han [2011] No.1078
(商务部、国家外汇管理局于二零一一年十二月八日发布。)
Competent commerce departments of the provinces, autonomous regions, municipalities directly under the central government, cities with independent development plans, the Xinjiang Production and Construction Corps and Harbin, Changchun, Shenyang, Jinan, Nanjing, Hangzhou, Guangzhou, Wuhan, Chengdu and Xi'an, state-level economic and technological development zones and border economic cooperation zones; branches and offices of the State Administration of Foreign Exchange of the provinces, autonomous regions and municipalities directly under the central government and the Shenzhen, Dalian, Qingdao, Xiamen and Ningbo Branches of the State Administration of Foreign Exchange:
With a view to regulating the examination, approval and foreign exchange control of foreign-invested companies with an investment nature and further promoting the development of foreign-invested companies with an investment nature, we hereby notify you of relevant matters as follows:
商资函 [2011] 1078号
1. Competent commerce departments at every level shall strengthen their review and administration of statistical information on the examination and approval of foreign-invested companies with an investment nature. With respect to foreign-invested companies with an investment nature the establishment of which has been approved, the words “company with an investment nature” shall be indicated on the Form of the Basic Particulars of a Foreign-invested Enterprise, and the same shall be entered into the Ministry of Commerce's system for the administration of the examination and approval of foreign-invested enterprises. Other types of enterprises may not have names containing words such as “company with an investment nature” or “investment holding”. The foregoing provisions will be key matters inspected in the course of the joint annual inspections of foreign-invested enterprises.
2. Domestic loans taken out by foreign-invested companies with an investment nature may not be used for domestic re-investment.
各省、自治区、直辖市、计划单列市、新疆生产建设兵团以及哈尔滨、长春、沈阳、济南、南京、杭州、广州、武汉、成都、西安商务主管部门，各国家级经济技术开发区、边境经济合作区；国家外汇管理局各省、自治区、直辖市分局、外汇管理部，深圳、大连、青岛、厦门、宁波市分局：
3. A foreign-invested company with an investment nature may, subject to the approval of the foreign exchange bureau of the place where it is located, directly use renminbi profits derived in China and lawful renminbi income derived from the recovery of investments, liquidation, equity transfers and capital reductions to make domestic investments. Foreign investors may also make domestic investments after contributing the aforementioned lawful income to the registered capital (or a capital increase) of a company with an investment nature. When carrying out domestic investment approval application procedures, a foreign-invested company with an investment nature shall provide the following materials to the foreign exchange control department:
(1) a written application;
为规范外商投资性公司的审批和外汇管理，推动外商投资性公司进一步发展，现就有关事项通知如下：
(2) its foreign exchange registration IC card for a foreign-invested enterprise;
(3) the approval document from the competent commerce department for domestic investment by a foreign-invested company with an investment nature;
一、各级商务主管部门应加强对外商投资性公司审批统计信息的审核管理。对批准设立的外商投资性公司，需在《外商投资企业基础信息表》中标注“投资性公司”，并录入商务部外商投资企业审批管理系统。对其他各类型企业均不得标注“投资性公司”或“投资控股”等类似名称。上述内容将作为外商投资企业联合年检的重点检查事项。
(4) materials evidencing the source of the renminbi funds, for which reference shall be made to the documents submitted by the foreign investors of foreign-invested enterprises when carrying out domestic re-investments (capital increases) with profits or with income derived from the recovery of investments, liquidation, equity transfers and capital reductions; and
(5) its most recent capital verification report and financial audit report (together with the corresponding review report on the foreign exchange receipt and payment form).
二、外商投资性公司的境内贷款不得用于境内再投资。
Once the aforementioned materials have been reviewed and found to be in order by the local foreign exchange bureau and it has issued an approval document, the foreign-invested company with an investment nature may directly transfer the relevant renminbi funds to its investee enterprise, or first transfer them to the foreign-invested company with an investment nature and then transfer them to the investee enterprise.
The foreign exchange bureau of the place where the investee enterprise is located shall carry out the relevant procedures for registration of a request for confirmation of capital verification for the investee enterprise on the strength of materials such as an accounting firm's work liaison letter and application for a request for confirmation of capital verification (inward type), Letter of Request for Confirmation of the Capital Contribution of a Foreign Investor and a photocopy of the aforementioned approval document for domestic investment issued by the foreign exchange bureau of the place where the investee enterprise is located, and shall indicate on the original of the approval document the amount verified and the date thereof.
三、外商投资性公司可将其在中国境内获得的人民币利润、先行回收投资、清算、股权转让、减资的人民币合法所得，经所在地外汇局核准后，直接用于境内投资；外国投资者也可将其上述合法所得向投资性公司注册资本出资（或增资）后开展境内投资。外商投资性公司申请办理境内投资核准手续，应向外汇管理部门提供以下材料：
If a competent commerce or foreign exchange department discovers a problem in the course of implementation, it is requested to promptly contact the (Department of Foreign Investment Administration of the) Ministry of Commerce and the (Capital Account Management Department of the) State Administration of Foreign Exchange and report the relevant matter.
clp reference:2300/11.12.08prc reference:商资函 [2011] 1078号promulgated:2011-12-08This premium content is reserved for
China Law & Practice Subscribers.
A Premium Subscription Provides:
- A database of over 3,000 essential documents including key PRC legislation translated into English
- A choice of newsletters to alert you to changes affecting your business including sector specific updates
- Premium access to the mobile optimized site for timely analysis that guides you through China's ever-changing business environment
Already a subscriber? Log In Now