CBL Team’s Introduction

CBL’s translation of this government circular delivers vital insights into China’s foreign investment reporting procedures. The Circular elineates legal requirements and guidelines for filing and correcting foreign investment reports by foreign investors and foreign owned entities. A thorough understanding of this document is crucial for international businesses interacting with China since it ensures legal compliance while fostering transparency and efficiency in foreign investment dealings.

Circular No.62 of 2019 by Ministry of Commerce of The People’s Republic of China On the Foreign Investment Information Report

The purpose of this Circular is to implement the following CPC Central Committee and the State Council directive and plans: to promote foreign investment, establish an open economic system, modernize the foreign investment administrative process & its capability, establish the foreign investment information reporting process and the Foreign Investment Information Reporting Procedures, and provide guidelines to facilitate report investment information for foreign investment.

1. In accordance with the Foreign Investment Information Reporting Procedures, primary and change Reports must be submitted online via the entity registration system and annual reports must be submitted via the National Business Credit Statistics System system for the following: foreign investors that structure direct investment in China as a business entity or partnership; a foreign company directly operating in China; or a foreign company that establishes a permanent representative office. Foreign investors and foreign owned entities are not required to file the cancellation report separately, because the National Administration for Market Regulation shares such information related to the with the Ministry of Commerce.Investment information must be disclosed pursuant to the preceding paragraph for any foreign investment held by an investment company or partnership, or where a partnership is formed in Mainland China primarily for investment purposes.
2. Domestic domestic entities not designated as a foreign owned entity must submit a primary report online to reclassify as a foreign owned entity.
3. The following registration changes no longer require submission to the jurisdictional market regulation agency: change of entity’s beneficial owner, equipment tax exemption information, SEZ change without domicile change, and changes to an entity’s shareholders basic information. A change report must be submitted through the Business Filing System within twenty business days of such changes taking effect.Foreign investors or entities change report need only include change information; do not resubmit unchanged information.
4. Foreign owned entities with domestic investments (including through intermediaries) do not need to send separate reports, because the National Administration of Market Regulation sends copies to the Ministry of Commerce for the primary report, change report, cancellation report, and annual report.
5. Foreign investors and entities must report or correct any unreported matters, errors, or omissions in the primary and amended reports through the Entity Registration System. Foreign investors and entities must report or correct annual reports with mistakes or inaccuracies through the National Business Credit Lookup System system before June 30. Beginning on July 1, foreign investors or entities that discover errors or omissions in the annual reports must submit additions or corrections to jurisdictional commerce agency on the foreign investment information reporting system (online at wzxxbg.mofcom.gov.cn). After July 1, regulations of the jurisdictional agencies for commerce and market regulation will specify action required of a foreign investor or entity that fails to submit annual reports on time.
6. An option will be made available on the Foreign Investment Administration System for foreign owned entities formed and registered with the jurisdictional market regulation agency prior to December 31, 2019. (online at wzzxbs.mofcom.gov.cn) This option will also be available to entities that or registered for changes under Articles 6 and 7 of the Temporary Procedures for Filing for the Formation and Changes of Foreign Owned Entities, unless said entities are subject to the Special Administrative Procedures for Admission of Foreign Investments. Filings about formation or changes are waived for foreign owned entities formed or filed after January 1, 2020, instead they must only follow the Foreign Investment Information Reporting Procedures and this Circular. Regional commerce agencies will facilitate for foreign investors and entities reporting work by listing a contact person’s information on the entity registration system and the National Business Credit Lookup System.
7. Please refer to the attached Exhibits for more information on the Primary, Amendment and Annual Reports.
8. This circulartakes effect on January 1, 2020.

ATTACHMENTS:

1. The Primary and change report Form of Foreign Investment.docx
2. Annual Report Form of Foreign Investment.docx

Ministry of Commerce

December 31, 2019

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CBL’s Endnote:

The attachment forms are not included in this file. Please get in touch if you would be interested in seeing a translation of the official forms used for these filings.