中华人民共和国外资企业法（2016修订），1986年4月12日第六届全国人民代表大会第四次会议通过 根据2000年10月31日第九届全国人民代表大会常务委员会第十八次会议《关于修改〈中华人民共和国外资企业法〉的决定》第一次修正 根据2016年9月3日第十二届全国人民代表大会常务委员会第二十二次会议《关于修改〈中华人民共和国外资企业法〉等四部法律的决定》第二次修正
Law of the People's Republic of China on Wholly Foreign-owned Enterprises (Revision 2016)
（1986年4月12日第六届全国人民代表大会第四次会议通过 根据2000年10月31日第九届全国人民代表大会常务委员会第十八次会议《关于修改〈中华人民共和国外资企业法〉的决定》第一次修正 根据2016年9月3日第十二届全国人民代表大会常务委员会第二十二次会议《关于修改〈中华人民共和国外资企业法〉等四部法律的决定》第二次修正）
(Adopted on 12 April 1986 by the 4th Session of the 6th National People 's Congress Revised on 31 October 2000 by the 18th Session of the Standing Committee of the National People's Congress pursuant to the Decision on Revision of the Law of the People's Republic of China on Wholly Foreign-owned Enterprises Revised on 3 September 2016 pursuant to the Decision of the Standing Committee of the National People's Congress on Revision of Four Laws Including the Law of the People's Republic of China on Wholly Foreign-owned Enterprises)
Article 1 With a view to expanding economic cooperation and technological exchange with foreign countries and promoting the development of China's national economy, the People's Republic of China permits foreign enterprises, other foreign economic organizations and individuals (hereinafter referred to as "foreign investors") to set up enterprises with foreign capital in China and protects the lawful rights and interests of such enterprises.
Article 2 The term "wholly foreign-owned enterprise" as used in this Law refers to any enterprise established within the territory of the People's Republic of China in accordance with applicable Chinese laws with capital provided solely by a foreign investor, but does not include any branch established in China by a foreign enterprise or other economic organization.
Article 3. Enterprises with sole foreign investment must benefit the development of China's national economy. The State shall encourage the establishment of foreign-capital enterprises that are export-oriented or technologically advanced.
Lines of business in which the establishment of wholly foreign-owned enterprises is prohibited or restricted shall be stipulated by the State Council.
Article 4 The investments of a foreign investor in China, the profits it earns and its other lawful rights and interests are protected by Chinese law.
Enterprises with foreign capital must abide by Chinese laws and regulations and must not engage in any activities detrimental to China's public interest.
Article 5 The State is not to nationalize, or expropriate the assets of, wholly foreign-owned enterprises. In special circumstances, where necessary, the assets of a wholly foreign-owned enterprise may be expropriated for the public interest in accordance with legal procedures, with appropriate compensation paid.
Article 6 Any application to establish a wholly foreign-owned enterprise is subject to examination and approval by the State Council department in charge of foreign economic relations and trade or an agency authorized by the State Council. The authorities in charge of examination and approval shall, within 90 days from the date they receive such application, decide whether or not to grant approval.
Article 7 Upon approval of an application for establishment of a wholly foreign-owned enterprise, the foreign investor shall complete registration formalities with the administration for industry and commerce within 30 days from receipt of the approval certificate and obtain a business licence. The date of issue of the business licence shall be the date of establishment of the enterprise.
Article 8 An enterprise with foreign capital which meets the conditions for being considered a legal person under Chinese law shall acquire the status of a Chinese legal person in accordance with law.
Article 9 An enterprise with foreign capital shall make investments in China within the period approved by the authorities in charge of examination and approval. If it fails to do so, the industry and commerce administration authorities may revoke its business licence.
The industry and commerce administration authorities shall inspect and supervise the investment situation of an enterprise with sole foreign investment.
Article 10 In the event of separation, merger or other major change, an enterprise with foreign capital shall report the matter to and seek approval from the authorities in charge of examination and approval, and register the change with the industry and commerce administration authorities.
Article 11 Enterprises with foreign capital shall conduct their operations and management in accordance with the approved articles of association, and shall be free from any interference.
Article 12 When employing Chinese workers and staff, an enterprise with foreign capital shall conclude contracts with them according to law, in which matters concerning employment, dismissal, remuneration, welfare benefits, labour protection and labour insurance shall be clearly prescribed.
Article 13 Workers and staff of enterprises with foreign capital may organize trade unions in accordance with the law, in order to conduct trade union activities and protect their lawful rights and interests.
Wholly foreign-owned enterprises shall provide the necessary conditions for the activities of their labor unions.
Article 14 An enterprise with foreign capital must set up account books in China, conduct independent accounting, submit the fiscal statements as required and accept supervision by the financial and tax authorities.
If an enterprise with foreign capital refuses to maintain account books in China, the financial and tax authorities may impose a fine on it, and the industry and commerce administration authorities may order it to suspend operations or may revoke its business licence.
Article 15 Raw materials, fuel and other materials required by a wholly foreign-owned enterprise and which come within its approved scope of operations may be purchased on the domestic or international market in accordance with the principles of fairness and reasonableness.
Article 16 Enterprises with foreign capital shall apply to insurance companies in China for such kinds of insurance coverage as are needed.
Article 17 Enterprises with foreign capital shall pay taxes in accordance with relevant state provisions for tax payment, and may enjoy preferential treatment for reduction of or exemption from taxes.
Where a wholly foreign-owned enterprise reinvests after-tax profits in China, it may, in accordance with State regulations, apply for reimbursement of the income tax already paid on the reinvested amount.
Article 18 Enterprises with foreign capital shall handle their foreign exchange transactions in accordance with the state provisions for foreign exchange control.
An enterprise with foreign capital shall open an account with the Bank of China or with a bank designated by the State authority exercising foreign exchange control.
Article 19 The foreign investor in any wholly foreign-owned enterprise may remit abroad profits lawfully earned from the enterprise and other income and funds lawfully obtained following the liquidation of the enterprise.
Wages, salaries and other legitimate income earned by foreign employees in an enterprise with foreign capital may be remitted abroad after the payment of individual income tax in accordance with the law.
Article 20 With respect to the period of operations of an enterprise with foreign capital, the foreign investor shall report to and secure approval from the authorities in charge of examination and approval. For an extension of the period of operations, an application shall be submitted to the said authorities 180 days before the expiration of the period. The examination and approval authority shall decide whether or not to grant approval within 30 days of receiving the application.
Article 21 When terminating its operations, an enterprise with foreign capital shall promptly issue a public notice and proceed with liquidation in accordance with legal procedure.
Pending the completion of liquidation, a foreign investor may not dispose of the assets of the enterprise except for the purpose of liquidation.
Article 22 When terminating its operations, an enterprise with foreign capital shall nullify its registration with the industry and commerce administration authorities and hand in its business licence for cancellation.
Article 23 For establishment of foreign-funded enterprises which are not subject to the implementation of special administrative measures for admission stipulated by the State, examination and approval matters stipulated in Article 6, Article 10 and Article 20 of this Law shall be subject to filing administration. Special administrative measures for admission stipulated by the State shall be promulgated by the State Council or promulgated with approval by the State Council.
Article 24 The department under the State Council which is in charge of foreign economic relations and trade shall, in accordance with this Law, formulate rules for its implementation, which shall go into effect after being submitted to and approved by the State Council.
Article 25 This Law shall go into effect as of the date of promulgation.