【阅读全文】
LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON CHINESE-FOREIGN CON-TRACTUAL JOINT VENTURES Important Notice:This English document is coming from "LAWS AND REGULATIONS OF THEPEOPLE'S REPUBLIC OF CHINA GOVERNING FOREIGN-RELATED MATTERS" (1991.7)which is compiled by the Brueau of Legislative Affairs of the StateCouncil of the People's Republic of China, and is published by the ChinaLegal System Publishing House.In case of discrepancy, the original version in Chinese shall prevail. Whole Document LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON CHINESE-FOREIGN CON-TRACTUAL JOINT VENTURES(Adopted at the First Session of the Seventh National People'sCongress and promulgated by Order No. 4 of the President of the People'sRepublic of China on April 13, 1988, and effective as of the date ofpromulgation)Article 1This Law is formulated to expand economic cooperation and technologicalexchange with foreign countries and to promote the joint establishment, onthe principle of equality and mutual benefit, by foreign enterprises andother economic organizations or individuals (hereinafter referred to asthe foreign party) and Chinese enterprises or other economic organizations(hereinafter referred to as the Chinese party) of Chinese-foreigncontractual joint ventures (hereinafter referred to as contractual jointventures) within the territory of the People's Republic of China.Article 2In establishing a contractual joint venture, the Chinese and foreignparties shall, in accordance with the provisions of this Law, prescribe intheir contractual joint venture contract such matters as the investment orconditions for cooperation, the distribution of earnings or products, thesharing of risks and losses, the manners of operation and management andthe ownership of the property at the time of the termination of thecontractual joint venture.A contractual joint venture which meets the conditions for beingconsidered a legal person under Chinese law, shall acquire the status of aChinese legal person in accordance with law.Article 3The state shall, according to law, protect the lawful rights and interestsof the contractual joint ventures and of the Chinese and foreign parties.A contractual joint venture must abide by Chinese laws and regulations andmust not injure the public interests of China.The relevant state authorities shall exercise supervision over thecontractual joint ventures according to law.Article 4The state shall encourage the establishment of productive contractualjoint ventures that are export-oriented or technologically advanced.Article 5For the purpose of applying for the establishment of a contractual jointventure, such documents as the agreement, the contract and the articles ofassociation signed by the Chinese and foreign parties shall be submittedfor examination and approval to the department in charge of foreigneconomic relations and trade under the State Council or to the departmentor local government authorized by the State Council (hereinafter referredto as the examination and approval authority). The examination andapproval authority shall, within 45 days of receiving the application,decide whether or not to grant approval.Article 6When the application for the establishment of a contractual joint ventureis approved, the parties shall, within 30 days of receiving thecertificate of approval, apply to the administrative authorities forindustry and commerce for registration and obtain a business license. Thedate of issuance of the business license of a contractual joint ventureshall be the date of its establishment.A contractual joint venture shall, within 30 days of its establishment,carry out tax registration with the tax authorities.Article 7If the Chinese and foreign parties, during the period of operation oftheir contractual joint venture, agree through consultation to make majormodifications to the contractual joint venture contract, they shall reportto the examination and approval authority for approval, if themodifications include items involving statutory industry and commerceregistration or tax registration, they shall register the modificationswith the administrative authorities for industry and commerce and with thetax authorities.Article 8The investment or conditions for cooperation contributed by the Chineseand foreign parties may be provided in cash or in kind, or may include theright to the use of land, industrial property rights, non-patenttechnology or other property rights.Article 9The Chinese and foreign parties shall, in accordance with the provisionsof the laws and regulations and the agreements in the contractual jointventure contract, duly fulfil their obligations of contributing fullinvestment and providing the conditions for cooperation. In case offailure to do so within the prescribed time, the administrativeauthorities for industry and commerce shall set another time limit for thefulfillment of such obligations; if such obligations are still notfulfilled by the new time limit, the matter shall be handled by theexamination and approval authority and the administrative authorities forindustry and commerce according to relevant state provisions.The investments or conditions for cooperation provided by the Chinese andforeign parties shall be verified by an accountant registered in China orthe relevant authorities, who shall provide a certificate afterverification.Article 10If a Chinese or foreign party wishes to make an assignment of all or partof its rights and obligations prescribed in the contractual joint venturecontract, it must obtain the consent of the other party or parties andreport to the examination and approval authority for approval.Article 11A contractual joint venture shall conduct its operational and managerialactivities in accordance with the approved contract and articles ofassociation for the contractual joint venture. The right of a contractualjoint venture to make its own operational and managerial decisions shallnot be interfered with.Article 12A contractual joint venture shall establish a board of directors or ajoint managerial institution which shall, according to the contract or thearticles of association for the contractual joint venture, decide on themajor issues concerning the venture. If the Chinese or foreign partyassumes the chairmanship of the board of directors or the directorship ofthe joint managerial institution, the other party shall assume the vice-chairmanship of the board or the deputy directorship of the jointmanagerial institution. The board of directors or the joint managerialinstitution may decide on the appointment or employment of a generalmanager, who shall take charge of the daily operation and management ofthe contractual joint venture. The general manager shall be accountable tothe board of directors or the joint managerial institution. If acontractual joint venture, after its establishment, chooses to entrust athird party with its operation and management, it must obtain theunanimous consent of the board of directors or the joint managerialinstitution, report to the examination and approval authority forapproval, and register the change with the administrative authorities forindustry and commerce.Article 13The employment, dismissal, remuneration, welfare, labour protection andlabour insurance, etc. of the staff members and workers of a contractualjoint venture shall be specified in contracts concluded in accordance withlaw.Article 14The staff and workers of a contractual joint venture shall, in accordancewith law, establish their trade union organization to carry out tradeunion activities and protect their lawful rights and interests.A contractual joint venture shall provide the necessary conditions for theventure's trade union to carry out its activities.Article 15A contractual joint venture must establish its account books within theterritory of China, file its accounting statements according to relevantprovisions and accept supervision by the financial and tax authorities.If a contractual joint venture, in violation of the provisions prescribedin the preceding paragraph, does not establish its account books withinthe territory of China, the financial and tax authorities may impose afine on it, and the administrative authorities for industry and commercemay order it to suspend its business operations or may revoke its businesslicense.Article 16A contractual joint venture shall, by presenting its business license,open a foreign exchange account with a bank or any other financialinstitution which is permitted by the exchange control authorities of thestate to conduct transactions in foreign exchange. A contractual jointventure shall handle its foreign exchange transactions in accordance withthe provisions of the state on foreign exchange control.Article 17A contractual joint venture may obtain loans from financial institutionswithin the territory of China and may also obtain loans outside theterritory of China. Loans to be used by the Chinese and foreign partiesas investment or conditions for cooperation, and their guarantees, shallbe provided by each party on its own.Article 18The various kinds of insurance coverage of a contractual joint ventureshall be furnished by insurance institutions within the territory ofChina.Article 19A contractual joint venture may, within its approved scope of operation,import materials it needs and export products it produces. A contractualjoint venture may purchase, on both the domestic market and the worldmarket, the raw and processed materials, fuels, etc. within its approvedscope of operation.Article 20A contractual joint venture shall achieve on its own the balance of itsforeign exchange receipts and expenditures. If a contractual joint ventureis unable to achieve the balance of its foreign exchange receipts andexpenditures on its own, it may, in accordance with state provisions,apply to the relevant authorities for assistance.Article 21A contractual joint venture shall, in accordance with state provisions ontax, pay taxes and may enjoy the preferential treatment of tax reductionor exemption.Article 22The Chinese and foreign parties shall share earnings or products,undertake risks and losses in accordance with the agreements prescribed inthe contractual joint venture contract.If, upon the expiration of the period of a venture's operation, all thefixed assets of the contractual joint venture, as agreed upon by theChinese and foreign parties in the contractual joint venture contract, areto belong to the Chinese party, the Chinese and foreign parties mayprescribe in the contractual joint venture contract the ways for theforeign party to recover its investment ahead of time during the period ofthe venture's operation. If the foreign party, as agreed upon in thecontractual joint venture contract, is to recover its investment prior tothe payment of income tax, it must apply to the financial and taxauthorities, which shall examine and approve the application in accordancewith state provisions concerning taxes.If, according to the provisions of the preceding paragraph, the foreignparty is to recover its investment ahead of time during the period of theventure's operation, the Chinese and foreign parties shall, as stipulatedby the relevant laws and agreed in the contractual joint venture contract,be liable for the debts of the venture.Article 23After the foreign party has fulfilled its obligations under the law andthe contractual joint venture contract, the profits it receives as itsshare, its other legitimate income and the funds it receives as its shareupon the termination of the venture, may be remitted abroad according tolaw.The wages, salaries or other legitimate income earned by the foreign staffand workers of contractual joint ventures, after the payment of theindividual income tax according to law, may be remitted abroad.Article 24Upon the expiration or termination in advance of the term of a contractualjoint venture, its assets, claims and debts shall be liquidated accordingto legal procedures. The Chinese and foreign parties shall, in accordancewith the agreement specified in the contractual joint venture contract,determine the ownership of the venture's property. A contractual jointventure shall, upon the expiration or termination in advance of its term,cancel its registration with the administrative authorities for industryand commerce and the tax authorities.Article 25The period of operation of a contractual joint venture shall be determinedthrough consultation by the Chinese and foreign parties and shall beclearly specified in the contractual joint venture contract. If theChinese and foreign parties agree to extend the period of operation, theyshall apply to the examination and approval authority 180 days prior tothe expiration of the venture's term. The examination and approvalauthority shall decide whether or not to grant approval within 30 days ofreceiving the application.Article 26Any dispute between the Chinese and foreign parties arising from theexecution of the contract or the articles of association for a contractualjoint venture shall be settled through consultation or mediation. In caseof a dispute which the Chinese or the foreign party is unwilling to settlethrough consultation or mediation, or of a dispute which they have failedto settle through consultation or mediation, the Chinese and foreignparties may submit it to a Chinese arbitration agency or any otherarbitration agency for arbitration in accordance with the arbitrationclause in the contractual joint venture contract or a written agreement onarbitration concluded afterwards. The Chinese or foreign party may bringa suit in a Chinese court, if no arbitration clause is provided in thecontractual joint venture contract and if no written agreement isconcluded afterwards.Article 27The detailed rules for the implementation of this Law shall be formulatedby the department in charge of foreign economic relations and trade underthe State Council and reported to the State Council for approval beforeimplementation.Article 28This Law shall come into force as of the date of its promulgation.
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【阅读全文】
LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON CHINESE-FOREIGN CON-TRACTUAL JOINT VENTURES Important Notice:This English document is coming from "LAWS AND REGULATIONS OF THEPEOPLE'S REPUBLIC OF CHINA GOVERNING FOREIGN-RELATED MATTERS" (1991.7)which is compiled by the Brueau of Legislative Affairs of the StateCouncil of the People's Republic of China, and is published by the ChinaLegal System Publishing House.In case of discrepancy, the original version in Chinese shall prevail. Whole Document LAW OF THE PEOPLE'S REPUBLIC OF CHINA ON CHINESE-FOREIGN CON-TRACTUAL JOINT VENTURES(Adopted at the First Session of the Seventh National People'sCongress and promulgated by Order No. 4 of the President of the People'sRepublic of China on April 13, 1988, and effective as of the date ofpromulgation)Article 1This Law is formulated to expand economic cooperation and technologicalexchange with foreign countries and to promote the joint establishment, onthe principle of equality and mutual benefit, by foreign enterprises andother economic organizations or individuals (hereinafter referred to asthe foreign party) and Chinese enterprises or other economic organizations(hereinafter referred to as the Chinese party) of Chinese-foreigncontractual joint ventures (hereinafter referred to as contractual jointventures) within the territory of the People's Republic of China.Article 2In establishing a contractual joint venture, the Chinese and foreignparties shall, in accordance with the provisions of this Law, prescribe intheir contractual joint venture contract such matters as the investment orconditions for cooperation, the distribution of earnings or products, thesharing of risks and losses, the manners of operation and management andthe ownership of the property at the time of the termination of thecontractual joint venture.A contractual joint venture which meets the conditions for beingconsidered a legal person under Chinese law, shall acquire the status of aChinese legal person in accordance with law.Article 3The state shall, according to law, protect the lawful rights and interestsof the contractual joint ventures and of the Chinese and foreign parties.A contractual joint venture must abide by Chinese laws and regulations andmust not injure the public interests of China.The relevant state authorities shall exercise supervision over thecontractual joint ventures according to law.Article 4The state shall encourage the establishment of productive contractualjoint ventures that are export-oriented or technologically advanced.Article 5For the purpose of applying for the establishment of a contractual jointventure, such documents as the agreement, the contract and the articles ofassociation signed by the Chinese and foreign parties shall be submittedfor examination and approval to the department in charge of foreigneconomic relations and trade under the State Council or to the departmentor local government authorized by the State Council (hereinafter referredto as the examination and approval authority). The examination andapproval authority shall, within 45 days of receiving the application,decide whether or not to grant approval.Article 6When the application for the establishment of a contractual joint ventureis approved, the parties shall, within 30 days of receiving thecertificate of approval, apply to the administrative authorities forindustry and commerce for registration and obtain a business license. Thedate of issuance of the business license of a contractual joint ventureshall be the date of its establishment.A contractual joint venture shall, within 30 days of its establishment,carry out tax registration with the tax authorities.Article 7If the Chinese and foreign parties, during the period of operation oftheir contractual joint venture, agree through consultation to make majormodifications to the contractual joint venture contract, they shall reportto the examination and approval authority for approval, if themodifications include items involving statutory industry and commerceregistration or tax registration, they shall register the modificationswith the administrative authorities for industry and commerce and with thetax authorities.Article 8The investment or conditions for cooperation contributed by the Chineseand foreign parties may be provided in cash or in kind, or may include theright to the use of land, industrial property rights, non-patenttechnology or other property rights.Article 9The Chinese and foreign parties shall, in accordance with the provisionsof the laws and regulations and the agreements in the contractual jointventure contract, duly fulfil their obligations of contributing fullinvestment and providing the conditions for cooperation. In case offailure to do so within the prescribed time, the administrativeauthorities for industry and commerce shall set another time limit for thefulfillment of such obligations; if such obligations are still notfulfilled by the new time limit, the matter shall be handled by theexamination and approval authority and the administrative authorities forindustry and commerce according to relevant state provisions.The investments or conditions for cooperation provided by the Chinese andforeign parties shall be verified by an accountant registered in China orthe relevant authorities, who shall provide a certificate afterverification.Article 10If a Chinese or foreign party wishes to make an assignment of all or partof its rights and obligations prescribed in the contractual joint venturecontract, it must obtain the consent of the other party or parties andreport to the examination and approval authority for approval.Article 11A contractual joint venture shall conduct its operational and managerialactivities in accordance with the approved contract and articles ofassociation for the contractual joint venture. The right of a contractualjoint venture to make its own operational and managerial decisions shallnot be interfered with.Article 12A contractual joint venture shall establish a board of directors or ajoint managerial institution which shall, according to the contract or thearticles of association for the contractual joint venture, decide on themajor issues concerning the venture. If the Chinese or foreign partyassumes the chairmanship of the board of directors or the directorship ofthe joint managerial institution, the other party shall assume the vice-chairmanship of the board or the deputy directorship of the jointmanagerial institution. The board of directors or the joint managerialinstitution may decide on the appointment or employment of a generalmanager, who shall take charge of the daily operation and management ofthe contractual joint venture. The general manager shall be accountable tothe board of directors or the joint managerial institution. If acontractual joint venture, after its establishment, chooses to entrust athird party with its operation and management, it must obtain theunanimous consent of the board of directors or the joint managerialinstitution, report to the examination and approval authority forapproval, and register the change with the administrative authorities forindustry and commerce.Article 13The employment, dismissal, remuneration, welfare, labour protection andlabour insurance, etc. of the staff members and workers of a contractualjoint venture shall be specified in contracts concluded in accordance withlaw.Article 14The staff and workers of a contractual joint venture shall, in accordancewith law, establish their trade union organization to carry out tradeunion activities and protect their lawful rights and interests.A contractual joint venture shall provide the necessary conditions for theventure's trade union to carry out its activities.Article 15A contractual joint venture must establish its account books within theterritory of China, file its accounting statements according to relevantprovisions and accept supervision by the financial and tax authorities.If a contractual joint venture, in violation of the provisions prescribedin the preceding paragraph, does not establish its account books withinthe territory of China, the financial and tax authorities may impose afine on it, and the administrative authorities for industry and commercemay order it to suspend its business operations or may revoke its businesslicense.Article 16A contractual joint venture shall, by presenting its business license,open a foreign exchange account with a bank or any other financialinstitution which is permitted by the exchange control authorities of thestate to conduct transactions in foreign exchange. A contractual jointventure shall handle its foreign exchange transactions in accordance withthe provisions of the state on foreign exchange control.Article 17A contractual joint venture may obtain loans from financial institutionswithin the territory of China and may also obtain loans outside theterritory of China. Loans to be used by the Chinese and foreign partiesas investment or conditions for cooperation, and their guarantees, shallbe provided by each party on its own.Article 18The various kinds of insurance coverage of a contractual joint ventureshall be furnished by insurance institutions within the territory ofChina.Article 19A contractual joint venture may, within its approved scope of operation,import materials it needs and export products it produces. A contractualjoint venture may purchase, on both the domestic market and the worldmarket, the raw and processed materials, fuels, etc. within its approvedscope of operation.Article 20A contractual joint venture shall achieve on its own the balance of itsforeign exchange receipts and expenditures. If a contractual joint ventureis unable to achieve the balance of its foreign exchange receipts andexpenditures on its own, it may, in accordance with state provisions,apply to the relevant authorities for assistance.Article 21A contractual joint venture shall, in accordance with state provisions ontax, pay taxes and may enjoy the preferential treatment of tax reductionor exemption.Article 22The Chinese and foreign parties shall share earnings or products,undertake risks and losses in accordance with the agreements prescribed inthe contractual joint venture contract.If, upon the expiration of the period of a venture's operation, all thefixed assets of the contractual joint venture, as agreed upon by theChinese and foreign parties in the contractual joint venture contract, areto belong to the Chinese party, the Chinese and foreign parties mayprescribe in the contractual joint venture contract the ways for theforeign party to recover its investment ahead of time during the period ofthe venture's operation. If the foreign party, as agreed upon in thecontractual joint venture contract, is to recover its investment prior tothe payment of income tax, it must apply to the financial and taxauthorities, which shall examine and approve the application in accordancewith state provisions concerning taxes.If, according to the provisions of the preceding paragraph, the foreignparty is to recover its investment ahead of time during the period of theventure's operation, the Chinese and foreign parties shall, as stipulatedby the relevant laws and agreed in the contractual joint venture contract,be liable for the debts of the venture.Article 23After the foreign party has fulfilled its obligations under the law andthe contractual joint venture contract, the profits it receives as itsshare, its other legitimate income and the funds it receives as its shareupon the termination of the venture, may be remitted abroad according tolaw.The wages, salaries or other legitimate income earned by the foreign staffand workers of contractual joint ventures, after the payment of theindividual income tax according to law, may be remitted abroad.Article 24Upon the expiration or termination in advance of the term of a contractualjoint venture, its assets, claims and debts shall be liquidated accordingto legal procedures. The Chinese and foreign parties shall, in accordancewith the agreement specified in the contractual joint venture contract,determine the ownership of the venture's property. A contractual jointventure shall, upon the expiration or termination in advance of its term,cancel its registration with the administrative authorities for industryand commerce and the tax authorities.Article 25The period of operation of a contractual joint venture shall be determinedthrough consultation by the Chinese and foreign parties and shall beclearly specified in the contractual joint venture contract. If theChinese and foreign parties agree to extend the period of operation, theyshall apply to the examination and approval authority 180 days prior tothe expiration of the venture's term. The examination and approvalauthority shall decide whether or not to grant approval within 30 days ofreceiving the application.Article 26Any dispute between the Chinese and foreign parties arising from theexecution of the contract or the articles of association for a contractualjoint venture shall be settled through consultation or mediation. In caseof a dispute which the Chinese or the foreign party is unwilling to settlethrough consultation or mediation, or of a dispute which they have failedto settle through consultation or mediation, the Chinese and foreignparties may submit it to a Chinese arbitration agency or any otherarbitration agency for arbitration in accordance with the arbitrationclause in the contractual joint venture contract or a written agreement onarbitration concluded afterwards. The Chinese or foreign party may bringa suit in a Chinese court, if no arbitration clause is provided in thecontractual joint venture contract and if no written agreement isconcluded afterwards.Article 27The detailed rules for the implementation of this Law shall be formulatedby the department in charge of foreign economic relations and trade underthe State Council and reported to the State Council for approval beforeimplementation.Article 28This Law shall come into force as of the date of its promulgation.
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