Contact Organizations：Heyuan Office of Foreign Investment

          Heyuan Commission of Foreign Economic Relations & Trade

Applicable to：JVs with a total investment less than 30 million USD (including 30 million USD) engaging in encourage and permit projects

Procedure for Approval and Examination ：




The Application Procedure for Establishing Sino-Foreign Joint Ventures and Sino-Foreign Co-Operative Enterprises

1、 Application for the Establishment of Project and Submission of a Feasibility Study report

（1） Signing a letter of Intent

Foreign investors should first identify an investment project in Jiangmen and then decide on the co-operative partner. Then the co-operative parties shall hold discussions on the content, prospects, mode of co-operation, terms and conditions and the intent of the respective sides. If the views of both sides are very close, then a letter of intent can be signed.

（2） Preparing a Feasibility Study Report

The feasibility study should be conducted, and a feasibility study report worked out, by both parties. The feasibility study report shall be submitted by the Chinese undertaker(hereinafter referred to as the Chinese side) to relevant competent authorities for approval.

（3） Application for Establishment of a Project and the Submission of Feasibility Study Report

A letter prepared by the Chinese side with the letter of intent and the feasibility study report attached to it shall be submitted to the government's environmental protection and planning authorities.

If a project involves large amount of investment or capital construction, the application for the establishment of the project should be made and submitted by the Chinese side, after the letter of intent is signed but before the feasibility study is conducted, to its administrative competent authorities and planning authorities.

Projects which are in accordance with the national industrial policies and involve an investment of 3,000,000.00 US dollars of less shall be examined and approved at one time.Items examined and approved include only the contract and the articles of association for the venture; the submission of the application for establishment of project and the feasibility study report are not required.

2、 Submission of Contract and Articles of Association

（1） Application for the Registration of Name of the Joint Venture

This procedure shall be conducted by the Chinese side with the administration for industry and commerce.

（2） Signing the Contract and Articles of Association for the Joint Venture

The contract and Articles of Association shall be signed by both parties.

（3） Submission of Contract and Articles of Association

The contract and articles of association together with the application documents prepared by the Chinese side shall be submitted by the Chinese side to the Commission of Foreign Economic Relations and Trade, with the following documents attached:

a.Project Feasibility Study Report and the Letter of Intent;

b.Approving documents by the planning authorities concerning the application for establishment of project and the feasibility study report;

c.Copies of the business registration certificates (business licenses) of both sides;

d.Contract and articles of association for the Joint Venture;

e.A bank Certificate of Credit Standing of the foreign investor;

f.The name list of the board of directors;

g.The list of the equipment and materials to be imported;

h.A written reply by the administration for industry and commerce to the application for the registration of the name of the joint venture;

i.A Power of Attorney should be submitted if any of the signers of the Contract and Articles of Association are not legal representatives.

3、 Obtaining a Certificate of Approval

The Chinese side shall set to obtain a certificate of approval upon the approval of the Contract and Articles of Association.Certificates shall be obtained from the agency of approval if the contract and articles of association are approved by Jiangmen Municipal Government or any of its subordinate city governments;from Jiangmen Municipal Commission of Foreign Economic Relations and Trade if approved by Pengjiang District Government or Jianghai District Government under Jiangmen Municipal Government; from the commission of foreign economic relations and trade of the city or principality where the legal site of the joint venture is located if approved by Guangdong Provincial Commission of Foreign Economic Relations and Trade(excluding projects concerning direct freight transport between Guangdong Province and Hong Kong);from Guangdong Provincial Commission of Foreign Economic Relations and Trade if the project concerns direct freight transport between Guangdong and Hong Kong.

4、 Application for a Business license

Within one month of the receipt of the approval certificate for the establishment of a joint venture, the Chinese side to the joint venture can apply for registration with and obtain a business license from the administration for industry and commerce of the principality or city where the joint venture is located. So far all the legal procedures for a Sino-foreign joint venture have been completed.The co-operation period starts from the date of issue of the business license.

5、 Conducting the various procedures for operating an enterprise

With the above mentioned various documents, final formalities shall be completed with the Customs Office, Administration for Foreign Exchange Control, a Bank of China office, Bureau of National Taxes, Bureau of Local Taxes, Financial Bureau, Labor Bureau and an insurance company.

Having no Chinese co-operative partner, the foreign investors in a wholly foreign-owned enterprise can conduct the application procedures on their own or they can entrust a local enterprise to assist. A wholly foreign-owned enterprise is generally approved at a time. The procedures are as follows:

1、 Preparing the relevant document and materials

The preparatory work and the relevant documents and materials that should be prepared before application include:
a.Feasibility Study Report for the establishment of a wholly foreign-owned enterprise;
b.Application for the name of the enterprise with the administration for industry and commerce;
c.Articles of association for the enterprise;
d.A lease if a factory building or ground is to be rented;
e.An agreement of assistance if a Chinese enterprise is engaged to assist;
f.A copy of the certificate of registration with administration for industry and commerce of the foreign investor;
g.A Power of Attorney if the legal person of the co-operative joint venture is not the legal representative of the investor;
h.A bank Certificate of Credit Standing of the foreign investor;
i.A name list of the board of directors;
j.A list of the equipment and materials to be imoported;
k.Relevant document of certification by the environmental protection and water and electricity supply departments.

2、 Application for the establishment of the wholly foreign-owned venture

Obtain a "People's Republic Of China Application From for Enterprises Using Foreign Investment" from the local commission of foreign economic relations and trade and submit the filled-out form together with the above mentioned documents and materials to the said commission.

3、 Obtaining the Certificate of Approval

The above said application form,documents and materials will be examined by the commission of foreign economic relations and trade and, if approved, a certificate of approval will be granted. The practice of obtaining the certificate is the same as that for a joint venture.

4、 Obtaining a Business License

Apply for registration with and obtain a business license from the local administration for industry and commerce by presenting all the documents and materials mentioned in item 1,2, and 3.Thus, the co-operative joint venture is established.

5、 Conducting the various procedures for operating an enterprise

With the above mentioned various documents, final formalities shall be completed with the Customs Office,Administration for Foreign Exchange Control, a Bank of China office, Bureau of National Taxes, Bureau of Local Taxes, Financial Bureau, Labor Bureau and an insurance company.

1、 Choose a Chinese enterprise which accepts processing on the given material and a commercial agency, i.e. a firm which has the right to import and export or to be engaged in service of processing and assembling for foreign investors.

2、 The commercial agency assists the Chinese enterprise in negotiating with the foreign investor and signing a contract for processing and assembling. If production equipment is supplied by the foreign firm ,a contract concerning the equipment must be signed.

3、 The commercial agency or the firm engaged in processing and assembling service for the foreign investor submits the contract to the local administration for industry and commerce for examination and approval.

4、 Registration with the administration for industry and commerce should be made and tax registration certificate from the taxation authorities should be obtained before the contract for prossing and assembling is to be signed if the Chinese enterprise is a newly established one. The newly established enterprise engaged in processing and assimbling shall then apply for a '"Special Business License for Processing and Assembling with Material and Parts from Foreign Suppliers" with the administration for industry and commerce by presenting the contract and a written reply from the Commission of Foreign Ecomonic Relations and Trade.

5、 A business license , a tax registration certificate, a special business license for prossing and assembling with materials and parts from foreign suppliers (for newly established enterprises only), the contract, and the written reply from the commission of Foreign Economic Relations and Trade shall be presented to the customs for record filing and initial examination, and a "Notification for a Bank Security Deposit Accout" shall be issued. Then the processing enterprise submits the notification to a Bank of China office and has a security desosit accout opened for the enterprise engaged in processing and assembling and a "Notice Concerning the Registration of the Bank Deposit Accout" issued by the bank in accordance with the content of the notification. The Chinese enterprise shall then present the notice to the Customs for record filing of the contract for processing and assembling and obtain a registration record book for imports and exports.

1、 The foreign business finds a Chinese business partner and then selects a Chinese business agent (an authorized Chinese import and export agent);

2、 The Chinese agent assists the Chinese business in negotiating with the foreign business to prepare a contract for a compensation trade project;

3、 The Chinese business files an application to the local Commission of Foreign Economic Relations and Trade and, at the same time, submits to that commission both the contract for compensation trade and copies of the registration documents (business licenses) of the Chinese business, the Chinese agent and the foreign business;

4、 With an approval reply from the local Commission of Foreign Economic Relations and Trade and a "Certificate of Recorded Compensation Trade" sealed by Guangdong Provincial Commssion of Foreign Economic Relations and Trade,application for registration shall be submitted to the Customs, the Foreign Exchange Control Bureau, Bank of China, and the tax authorities.