REGULATIONS FOR THE REGISTRATION AND
ADMINISTRATION OF ENTERPRISES IN THE TIANJIN
ECONOMIC AND TECHNOLOGICAL DEVELOPMENT ZONE

(Adopted on July 20, 1985 by the twenty-first
session of the Standing Committee of the Tenth
People's Congress of Tianjin)

 

 

SUBJECT: ECONOMIC & TECHNOLOGICAL DEVELOPMENT ZONES

ISSUING-DEPT: TIANJIN MUNICIPALITY

ISSUE-DATE: 07/20/1985

IMPLEMENT-DATE: 07/23/1985

LENGTH: 2244 words

TEXT:

[Article 1] These Regulations are formulated in accordance with the relevant laws and regulations of the People's Republic of China and the Regulations for the Administration of the Tianjin Economic and Technological Development Zone.

[Article 2] These Regulations apply to all Sino-foreign joint ventures, co-operative enterprises, and wholly foreign owned enterprises in the Tianjin Economic and Technological Development Zone (hereinafter referred to as Development Zone enterprises).

[Article 3] Enterprises to be established in the Development Zone shall, within 30 days after approval by the Administrative Commission of the Tianjin Economic and Technological Development Zone (hereinafter referred to as the Development Zone Administrative Commission), apply for registration with the Development Zone administrative office for industry and commerce and obtain a business licence.

Resident representative offices set up in the Development Zone or resident representatives dispatched there by foreign, Hong Kong or Macao enterprises shall, within 30 days of being approved by the relevant departments of the Chinese Government or the Development Zone Administration Commission, register with the Development Zone administrative office for industry and commerce and receive a registration certificate or a representative certificate.

[Article 4] A Development Zone enterprise that applies for registration shall present the following documents:

(1) An application for registration jointly signed by the chairman and vice-chairman of the board of directors or the general manager and deputy general manager of the enterprise.

(2) The document of enterprise approval issued by the relevant department of the Chinese Government.

(3) Copies of the agreement and the contract signed by the respective investing parties to the enterprise, the enterprise's articles of association and a list of the members of its board of directors, in both Chinese and the relevant foreign language.

(4) Copies of the registration certificate issued by the relevant authorities of the government of the country or region where the respective investors are located.

(5) The capital credit certificates issued by the financial organisations which have a business relationship with the respective parties to the enterprise.

[Article 5] When a Development Zone enterprise applies for registration, it shall fill out three copies of the registration form in Chinese and the relevant foreign language.  The main items of registration shall be the name of the enterprise, the address, the scope and method of production and operation, the registered capital, the joint capital and the proportion to be contributed by each party to the joint venture or co-operative enterprise, the members of the board of directors, the general manager and deputy general manager or the factory manager and deputy factory manager, the institution that has issued the document of approval and the number and date of the document, the total number of staff and workers and the number of staff and workers of foreign nationality.

[Article 6] When a foreign, or Hong Kong or Macao enterprise intends to establish resident representative offices or to dispatch representatives, it shall present the following documents for application and registration:

(1) The application for registration signed by the chairman of the board of directors or the general manager of the enterprise, the main contents of which shall include the name of the resident representative office and its responsible personnel, its scope of business and its term of residence.

(2) The document of approval issued by the relevant authorities of the Chinese Government or the Development Zone Administrative Commission.

(3) A resume and a certificate of authorisation for the personnel of the resident office or the resident representative of the enterprise.

(4) A copy of the registration certificate issued by the relevant authorities of the government of the country or region where the enterprise is located.

(5) The capital credit certificate issued by the financial organisations which have a business relationship with the enterprise.

When financial and insurance institutions apply to establish resident representative offices or dispatch resident representatives, in addition to submitting the documents specified in (1) through (4) above, they shall submit the annual report of the enterprise's head office setting forth the assets and liabilities and profits and losses of the company, the articles of association and a list of the members of the board of directors.  The report shall be verified by a registered accountant.

[Article 7] The Development Zone administration office for industry and commerce shall allow allow an enterprise to register after the documents submitted by the enterprise for registration have been examined and seen to conform with these Regulations.  It shall also allow a foreign, Hong Kong or Macao enterprise to apply for the registration of a resident representative office or resident representatives dispatched to the Development Zone after the documents submitted by the enterprise have been examined and been seen by the enterprise as conforming with these Regulations.

The enterprise shall pay a registration fee and be issued with a business licence or a registration certificate and a representative certificate as the case may be.

[Article 8] The enterprise or resident office shall be regarded as formally established from the date it is issued with a registration certificate, the resident representative shall be allowed to take office and the legitimate production and operating activities of the enterprise shall be protected by the laws and regulations of the People's Republic of China.

[Article 9] Resident representative offices or representatives of foreign, Hong Kong or Macao enterprises shall upon presenting of their registration certificates or representative certificates issued by the administrative office for industry and commerce, register with the Development Zone tax authorities for the payment of taxes, open an account with the bank and obtain residence permits from the local public security organ.

[Article 10] The effective period of the business licence of a Sino-foreign joint equity venture or co-operative venture shall be the business period specified by the said enterprise's contract.

The effective period of the business licence of a wholly foreign-owned enterprise shall be the business period approved for the particular enterprise.

The registration certificate of the resident office or the representative certificate shall be renewed once a year.

[Article 11] When a Development Zone enterprise desires to move to a new site, change its line of production, increase the registered capital, extend the contract period or make modifications to other registered items, it shall, within 30 days after approval by the Development Zone Administration Commission and upon presenting the document of approval, the written agreement of the respective parties to the enterprise and the application for registering the modifications jointly signed after the modifications have been made by the chairman and vice-chairman of the board of directors or the general manager or deputy general manager of the enterprise, apply to go through procedures for registering the modifications with the Development Zone administrative office for industry and commerce and the tax authorities.

To register modifications involving the transfer of registered capital, a Development Zone enterprise shall, in addition to the documents specified above, present an agreement jointly signed by the assignor and the assignee and the agreement shall be notarised.

[Article 12] A Development Zone enterprise shall apply to the Development Zone Administrative Commission for authority to terminate business activities 30 days before termination takes place.  After settling taxes, wages and debts, it shall go through the procedures for nullifying its registration by presenting the documents of approval and the testimonial issued by an accountant registered in China stating that all taxes and debts have been completely settled, to the Development Zone administration office for industry and commerce and hand in its business licence for cancellation.

[Article 13] A Development Zone enterprise that desires to extend the business period upon expiry of the said period shall, within 30 days after approval by the Development Zone Administrative Commission, apply to the Development Zone administrative office for industry and commerce for an extension of registration.  It shall present the following documents:

(1) An application for registering the extension after the modifications have been made jointly signed by the chairman and vice-chairman of the board of directors or the general manager and deputy general manager of the enterprise.

(2) The document of approval issued by the relevant department of the Chinese Government or the Development Zone Administrative Commission.

(3) Copies of the extended contract of the enterprise's operations and its articles of association in both Chinese and the relevant foreign language.

(4) The enterprise's statement of assets and liabilities.

[Article 14] A resident representative office or resident representative of a foreign, Hong Kong or Macao enterprise, upon expiry of the period of residence or upon early termination of business activities, shall go through procedures for nullifying the registration by presenting the documents issued by the tax authorities, bank, Customs and other relevant departments specifying that all the taxes, debts and other related matters have been completely settled and hand in the registration certificate or representative certificate for cancellation.  The resident representative office or resident representative wishing to extend the period of residence shall, within 30 days after approval by the original approving body, present the approval documents to the Development Zone administration office for industry and commerce and go through procedures for registering the extension and renewing the registration certificate or the representative certificate.

[Article 15] No enterprise shall be allowed to apply for registration should it use the name of an already registered enterprise in the Development Zone.

[Article 16] Development Zone enterprises or individuals that commit improper activities such as are listed below shall, depending on the circumstances, be warned by public notice, fined, ordered to cease business operations or have their business licence revoked:

(1) Commencing operations without having registered;

(2) Failing to go through procedures for registration, extension and modifying registration within the time limit;

(3) Exceeding the registered scope of business;

(4) Making a false or misleading report with regard to the number of staff and workers;

(5) Forging documents and assuming another's name;

(6) Any other illegal activities.

[Article 17] Resident representative offices or resident representatives of foreign, Hong Kong or Macao enterprises shall, depending on the circumstances, be warned by public notice, fined or their registration certificates or representative certificates shall be revoked should they be guilty of any of the following activities:

(1) Commencing resident business activities or engaging in profit-making activities without approval and registration;

(2) Failing to go through procedures for modifying registration, nullifying registration and registering an extension in accordance with relevant regulations;

(3) Engaging in activities beyond the registered scope of business;

(4) Any other illegal activities.

[Article 18] The administrative sanctions specified by these Regulations shall be decided and implemented by the Development Zone administrative office for industry and commerce.

The Development Zone administrative office for industry and commerce is authorised to formulate specific regulations regarding punishment for illegal activities.

In the event that a party does not accept the punitive decision, that party may, within 15 days after receipt of the decision, file suit in the People's Court.  After 15 days, should the party file suit but refuse to follow the punitive decision, the Development Zone administrative office for industry and commerce shall apply to the People's Court to enforce implementation of the decision.

[Article 19] These Regulations apply to Sino-foreign joint ventures, co-operative enterprises and wholly foreign owned enterprises outside the Development Zone that set up enterprises and establish resident representative offices in and dispatch resident representatives to the Development Zone.

[Article 20] The relevant departments of the Chinese Government, the departments, enterprises, scientific research institutes and institutions of higher learning of Tianjin and other places within the country that establish enterprises in the Development Zone shall apply and register in accordance with the relevant regulations of the People's Republic of China.

[Article 21] These Regulations shall come into force on the date of promulgation.