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Verification and Approval Procedures of Overseas Investment (Companies,Organizations)

Verification and Approval Procedures of Overseas Investment (Companies, Organizations)
 
Basis: Measures for Overseas Investment Management (the Ministry of Commerce 2009 Decree No. 5)
The verification and approval by the commerce authority are classified into two categories as per Measures for Overseas Investment Management.
I. National Level
1. Investment in countries with no diplomatic relations with China;
2. Investment in particular countries or regions (the specific list is determined by the Ministry of Commerce in junction with the Ministry of Foreign Affairs and other authorities every year); (for this year, the list preliminarily includes Afghanistan, Iraq, Taiwan)
3. Overseas investment with Chinese party investing US$100 million and more;
4. Overseas investment involving interests of several countries (regions);
5. Establishment of special purpose companies overseas.
 
II. Provincial I Type
1. Overseas investment with Chinese party investing of US$ 10 million ~ US$ 100 million;  
2. Overseas investment in energy and mineral resources;
3. Overseas investment requiring investment invitation in China.
 
III. Documents Needed in Applying for the Above Overseas Investment (National Level, Provincial Grade I):
1. “Department in Charge asks for instructions from Municipal Foreign Trade and Economic Relations Commission (departments in charge from district (county) commerce authority, Liangjiang New Area, North New Zone, municipal level state-owned enterprises, etc.)
2. Application documents:
1) Application form, containing information of a overseas company, such as the name, registered capital, investment amount, business scope, business duration, source of investment capital, investment details, equity structure, analysis and assessment of investment environment, and a statement that it is not involved in any circumstance detailed in Article 9 of the Measures for Overseas Investment Management;
2) Photocopy of the business license of the subject company;
3) Articles of Associations and corresponding agreements or contracts of the overseas company;
4) The approval or filing document issued by the relevant state departments;
5) A Pre-report on Overseas Merger or Acquisition if it is an overseas investment in the category of merger and acquisition;
6) Other documents as specified by provincial commerce authorities.
The mentioned documents should be in duplicate.  
 
II. Provincial II Type  
Provincial II Type refers to overseas investment (including overseas entities) with Chinese party investing less than US$ 10 million.
Application documents required are as follows:
1. Standard Overseas Investment Application Form (Access to the website of Outward Investment and Economic Cooperation http://fec.mofcom.gov.cn/index.shtml, click “On-line Service”, and enter “Overseas Investment Management System” (hereinafter referred to as the “System”))
2. Photocopy of the business license of the subject company (upon annual inspection);
3. Qualification certificate of corresponding subject companies (photocopy of qualification certificate for engineering, service, trade, mineral resources and real estate, qualification of foreign-funded company, medical service, medicine, etc.);
4. Filing form agreed by Department in Charge.
 
V. Modification and Termination
(I) Modification procedures    In the case of any change to the issues in the overseas investment application form (subject to approved issues), companies should follow the regulations detailed in Issue 3 of Document YWJMF [2009] No. 134 for verification and approval of the change, and obtain the new approval.
Documents needed: (for National level and provincial I type)
1. Department in Charge transfers the application;
2. Domestic subject company’s modification application (reason and basis of modification, and clauses to be modified, etc.);
3. BOD resolution of overseas company;
 4. Original copy of Overseas Investment Certificate.
         (Provincial II Type)
 1. Standard Overseas Investment Application Form (access to the System);
 2. Original copy of Overseas Investment Certificate;
 3. Filing form agreed by Department in Charge.
(II) Termination procedures  If overseas company terminates business, the subject company and the overseas company it belongs to should go through the termination formalities. With documents needed for termination, apply for termination in Municipal Foreign Trade and Economic Relations Commission through the department in charge, and return the Overseas Investment Certificate. Municipal Foreign Trade and Economic Relations Commission issued "Filing Termination Letter for Overseas Company". Based on this letter, the company should go through relevant formalities in the administration of foreign exchange.
Documents required are as follows:
1. Application by companies (signed by departments in charge)
2. Termination agreement or liquidation report (overseas termination documents)
3. Original copy of Overseas Investment Certificate.
VI. Capital Increase and Transfer
(I) Capital increase by overseas companies (Follow the modification procedures).
1. National level and provincial I type.
2. Provincial II Type. (Possibility of update)
(II) In the case the shares of overseas companies are transferred between overseas companies, the transferee should be responsible for going through the modification formalities.  
Documents needed: (for National level, provincial I type, provincial II type)
1. Department in charge asks for instructions (with opinions of State-owned Assets Supervision and Administration Commission);
2. Application by the transferee (reason, basis, clauses to be modified, etc.);
3. Transfer agreement;
VII. Reinvestment by Overseas Company (filing method)
For overseas reinvestment by overseas company controlled by investment subject, the investment subject should file with Municipal Foreign Trade and Economic Relations Commission within one month after the legal formalities.
The procedures are: the investment subject fills in relevant information through the System, prints the filing form and seal it with the common seal of the company, and files it with Chongqing Municipal Foreign Trade and Economic Relations Commission.
The company submits Overseas Investment Filing Form of Chinese-funded Companies Overseas, and then the filing is completed.  
 
 
 
Foreign Economic Division
 
August 23, 2010
 
Attachment: List of Approved Companies for This Year
   

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