Shanghai Municipality, Measures for the Administration of Record Filing of Foreign-invested Enterprises in the China (Shanghai) Pilot Free Trade Zone

上海市中国（上海）自由贸易试验区外商投资企业备案管理办法

December 11, 2013 | BY

CLP Temp &clp articles &

FIEs required to give an undertaking before allowed establishment.

Promulgated: September 29 2013

Effective: for three years starting from October 1 2013



Applicability: These Measures apply to the establishment of, and changes to, foreign-invested enterprises (FIEs) in the China (Shanghai) Pilot Free Trade Zone (the PFTZ), except for enterprises that are subject to the special administrative measures for foreign investment access (the Negative List) (Article 2).

The administration of record filing of enterprises invested in and established by investors from the Hong Kong and Macao Special Administrative Regions as well as Taiwan in the PFTZ shall, mutatis mutandis, be handled in accordance with the Measures (Article 14).



Main contents: The China (Shanghai) Pilot Free Trade Zone Administrative Committee (the Record Filing Authority) shall be responsible for administration of the record filing of FIEs within its purview (Article 3). Where an investor establishes an FIE in the PFTZ, it shall, upon receiving advance approval for the enterprise name, log on the centralised application acceptance platform for foreign investment in the PFTZ, fill in the application and give an undertaking for the items filed for the record (Article 4).

　

FIEs established in accordance with Article 4 of the Measures shall complete the procedure for amendment of record filing through the application acceptance platform if there is:

(i) a change in the registered capital (capital increase or reduction);

(ii) a transfer of equity or cooperative joint venture interests:

(iii) a pledge of equity;

(iv) an acquisition or division;

(v) a change in the term of operations;

(vi) an early termination of operations;

(vii) an amendment to the form or deadline of capital contribution; or

(viii) an advance recovery of investment by the foreign party to a Sino-foreign cooperative joint venture (Article 5).

The Record Filing Authority shall conduct periodic inspections on the undertakings of investors (or FIEs) (Article 13).

Related legislation: Decision on Authorising the State Council to Provisionally Adjust the Administrative Examination and Approval Specified in Relevant Laws in the China (Shanghai) Free Trade Zone, Aug 30 2013, CLP 2013 No.5 p.37; and State Council, General Plan for the China (Shanghai) Pilot Free Trade Zone, Sept 18 2013, CLP 2013 No.6 p.86

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