The English version is for reference only. If there is any inconsistency or conflict between the English and Chinese version, the Chinese version shall prevail.

I. Operation Basis

Partnership Enterprise Law of the People’s Republic of China, Regulations of the PRC on the Administration of Registration of Partnership Enterprises, Administrative Provisions on the Registration of Foreign-Funded Partnership Enterprises, and Measures for Administration of the Establishment of Partnership Enterprises within the Territory of China by Foreign Enterprises or Individuals

II. Scope of Application

Registration for establishment of foreign invested partnership enterprise

III. Required Materials

1. Application for Registration of Establishment of Foreign Invested Partnership Enterprises (original) as signed by all partners

2. Notice of Pre-approval of Corporate Name of Foreign Invested Partnership Enterprise (original)

Ø      Subject to Article 22 of the Measures for the Implementation of Administration of Enterprise Name Registration, a foreign invested partnership enterprise may apply for the pre-approval of corporate name, and may handle the approval of name upon its establishment

3. Certificate of principal place of operations

Ø      For private real estate, the photocopy of the Real Estate Ownership Certificate shall be provided, and the original shall be provided for verification; for any leased house, the original of lease agreement with an effective term of at least one year and the photocopy of the Real Estate Ownership Certificate of the lessor shall be provided; if the photocopy of the Real Estate Ownership Certificate cannot be provided, the photocopy of the certificate of use of ownership evidencing the attribution of ownership shall be made available

4. Certificate of principal qualification of all partners or identity certificate and address certificate of the natural person

Ø       If the Chinese partner is a natural person, he is required to submit the photocopy of his/her ID Card; if the Chinese partner is a legal person or other organization, it is required to submit the Business License affixing the seal/registration certificate of the legal person of an institution/registration certificate of the legal person of a public organization/photocopy of the certificate of the private non-corporate unit as the certificate of the principal qualification; the certificate of the principal qualification of a foreign partner or the identity certificate and address certificate of a natural person shall be notarized by the local notarization agency and then certified by the Chinese embassy/consulate in such country. If there are no diplomatic relations between the local country and China, it shall be notarized by the embassy/consulate of any third country (having diplomatic relations with China) in such country and then certified by the Chinese embassy/consulate in such third country. The documents as issued by the overseas possessions of some countries shall handle the notarization in such possessions and then certified by the foreign relations departments of such countries, and finally certified by the Chinese embassies/consulates in such countries. As for the certificate of principal qualifications or identity certificate of partners from Hong Kong, Macao and Taiwan, the notarization documents of a local notarization agency shall be legally provided according to the special provisions or agreements.

5. Acknowledgement of contribution or actual payment to the partnership enterprise by all partners (original)

Ø       If the partners make contributions in kind or by means of IP, land use right or other property right, and they are evaluated by negotiation by all partners, it is required to submit the acknowledgement of evaluation by negotiation as signed by all partners; if the legal evaluation agency as entrusted by all partners are entrusted to conduct an evaluation, it is required to submit the evaluation evidence as issued by the domestic legal evaluation agency. If a foreign common partner makes its contribution by means of labor, it is required to submit the foreigner employment permit to the corporate registration authority.

6. Certificate of financial standing(original)

Ø      Only applicable for such circumstance that the foreign partners are common partners. Certificate of financial standing, i.e. capital credit certificate, shall be issued by the financial institution having business with such foreign partner.

7. Partnership agreement signed by all partners (original)

8. Instructions complying with foreign investment industry policies as signed by all partners (original)

Ø     The instructions complying with foreign investment industrial policies as signed by all partners shall list the business scope. It is also required to state the project name and catalogue of each project in the Guiding Catalogue of Foreign Invested Industries. If the laws, administrative regulations and the State Council specify that it shall be approved before registration, it is required to state the approval information, and the completed form is attached.

9. Letter of Authorization of the entrusted executive partner as signed by all partners (original)

Ø      Applicable for the circumstance that all partners decide to entrust the executive partner. If the executive partner is a legal person or other organization, it is also required to submit the letter of authorization of the designated representative and his/her identity certificate

10. If the laws and administrative regulations specify that it is required to submit the certificate of professional qualification for the establishment of any special common partnership enterprise, it is required to submit corresponding certificates (original)

Ø    Only applicable for professional service agencies providing compensated services to customers by the use of expertise and know-how as specified by laws, administrative regulations or the provisions of the State Council, and special common partnership enterprises.

11. Certificates as issued by the foreign exchange management department (original)

Ø     If the foreign partner makes its contributions in RMB legally obtained domestically, it is required to submit relevant certificates like the approval of foreign exchange business of capital projects re-invested by domestic RMB profits or other RMB legal revenue as issued by the foreign exchange administration department

12. Letter of authorization for service of legal documents (original)

Ø      “Letter of Authorization of Process of Service” shall be signed by the foreign partner (authorizer) and domestic recipient (authorized person). Such letter of authorization shall clearly authorize the domestic authorized person to receive the legal documents on behalf, and state the address and contact address of the authorized person. The authorized person may be a branch as established by the foreign partner, a partnership enterprise to be established (if the authorized person is a partnership enterprise to be established, the authorization becomes effective after the partnership enterprise is established) or other relevant domestic unit or individual.

13. Pre-approval documents or certificates

Ø     Copies of the approval documents or licenses or license certificates relating to pre-approval, which are applicable for foreign invested partnership companies whose business scope includes such industries that must be approved before registration as specified by the laws and administrative regulations or as decided by the State Council.

14. Other relevant documents

IV. Application Process

(I) “One-off” acceptance process

After handling the pre-approval of corporate name at the industry and commerce administration, foreign investors shall log on to the “Investment and Handling Express in Pilot Area” at the portal website of “Shanghai - China” or the portal website of “China (Shanghai) Free Trade Pilot Zone” to complete relevant forms online, and the investors shall download and print out these forms and sign on them. The applicant shall, within the specified time limit, submit paper materials to the investment management service window of the general service hall of the FTZ to go through the “one-off” acceptance procedures, as required. If materials are complete and in conformity with the legal form, after completion of handling, receive the license at the designated window.

(II) General process

After handling the pre-approval of corporate name at the industrial and commercial authority, the investors may consult relevant guidance at the website of Shanghai Industry and Commerce Administration, i.e. www.sgs.gov.cn, and prepare relevant materials according to the applicable requirements, and submit the paper materials to the Investment Management Window of the Comprehensive Service Hall in the pilot area for the purpose of handling the acceptance formalities. If materials are complete and in conformity with the legal form, after completion of handling, receive the Business License at the designated window.

V. Application Location and Contact Information

General Service Hall, 1/F, 9 Jilong Road, Pudong New Area, Shanghai

Post Code: 200131

Contact Tel.: +86-21-58698202

VI. Complaint Mode

Mode of Complaint to the Management Committee of the China (Shanghai) Pilot Free Trade Zone

Tel.: +86-21-58697800

Fax: +86-21-58698705

E-mail: ftzts@pudong.gov.cn

Provided by Lawyers Working Committee of Pudong New Area