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China (Shanghai) Pilot Free Trade Zone: Filing Measures for Inbound/Outbound Investment (unofficial English translation)

Business Regulation and Tax Newsflash

Issue 7 - 22 October 2013

We attach our English translation of the four measures concerning filing ("reporting") requirements in respect of Inbound/Outbound Investment in/from the China (Shanghai) Pilot Free Trade Zone (Pilot FTZ).  These measures were released upon the launch of the pilot. Please follow the links below to obtain the copies.  

Foreign inbound investment

The two measures for foreign inbound investment apply in respect of foreign-invested projects and foreign invested enterprises located in the FTZ, which are not covered by Negative List.   

 
Foreign-invested projects
Foreign-invested enterprises
Measures cover JV, WFOE, partnership, M&A, capital increase JV, WFOE
Documents required Filing form, registration certificates (business licenses)/business registration certificates or ID cards of investors, relevant board resolution, property certificate or rental agreement, etc. Filing form (e-form)
Processing time Ten working days One working day
Document issued
after filing
Foreign-invested Project Filing Opinion Filing Certificate (e-form)
Valid period of document issued Two years N/A
Changes requiring
filing update
Changes in investors/equity interest, main project content or project location; actual investment reaching 120% of the original amount filed; etc. Changes in capital, shareholders (JV partners) or operation period, equity pledge, merger/split, etc.

 

Foreign inbound investment

The two measures apply in respect of outbound investments which are made by enterprises located in the Pilot FTZ, and which are within the Shanghai Municipal Government's approving authority (USD100m for general investments). Investments in sensitive or certain specified countries/regions, e.g. Taiwan, and industries, e.g. basic telecommunications, news and media, mineral resources, etc, are still subject to the existing "pre-approval" (instead of a "filing") requirement from the relevant local or national government authorities.  

 
Outbound investment projects
Setting up overseas enterprises
Measures cover General outbound investment projects Establishment of a new foreignnon-financial enterprise, or acquisition of interest in an existing foreign non-financial enterprise
Documents required Filing form, applicant's business license/ article of association (or partnership agreement)/ board resolutions, supporting documents of investors' asset and operation status, framework agreement, etc. Filing form, documents supporting the investors' legal status, etc.
Processing time Five working days Five working days
Document issued
after filing
Outbound Investment Project Filing Opinion Enterprise Outbound Investment Filing Certificate
Valid period of document issued Two years Two years
Changes requiring
filing update
Changes in investors/equity interest, main project content, or project location; actual Chinese investment reaching 120% of the original amount filed Changes in investors, investment amount, shareholding percentage, business scope and operation period, etc.

 

Deloitte unofficial English translations of other significant regulations are provided via the dedicated portal page

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