民共和国公司法.pdfVIP

REGULATIONS ESTABLISHMENT, OPERATION AND MANAGEMENT OF A WHOLLY FOREIGN-OWNED ENTERPRISE The establishment, operation and management of corporate entities in China is governed by 中華人 民共和 國公 司法 (the Company Law of the PRC) (the ‘‘Company Law’’), which was promulgated by 全 國人 民代表大會常務委員會 (the Standing Committee of the National People’s Congress) on 29 December 1993 and became effective on 1 July 1994. It was subsequently amended on 25 December 1999, 28 August 2004 and 27 October 2005. The Company Law generally governs two types of companies — limited liability companies and joint stock limited companies. The Company Law shall also apply to foreign-invested companies. Where laws on foreign investment have other stipulations, such stipulations shall apply. The establishment procedures, verification and approval procedures, registered capital requirement, foreign exchange restriction, accounting practices, taxation and labour matters of a wholly foreign- owned enterprise are governed by 中華人 民共和 國外資企業法 (the Wholly Foreign-owned Enterprise Law of the PRC) (the ‘‘Wholly Foreign-owned Enterprise Law ’’), which was promulgated on 12 April 1986 and amended on 31 October 2000, and Implementation Regulation under the Wholly Foreign- owned Enterprise Law, which was promulgated on 12 December 1990 and amended on 12 April 2001. Investment in the PRC conducted by foreign investors and foreign-owned enterprises shall comply with 外商投資產業指導 目錄 (the Guidance Catalogue of Industries for Foreign Investment) (the ‘‘Catalogue’’), which was amended and promulgated by 商務部 (the Ministry o