外商独资企业法(英文)

中华人民共和国外商投资企业和外国企业所得税法（英文版）INCOME TAX LAW OF THE PEOPLE'S REPUBLIC OF CHINA FOR ENTERPRISESWITH FOREIGN INVESTMENT AND FOREIGN ENTERPRISES(Adopted at the Fourth Session of the Seventh National People'sCongress on April 9, 1991, promulgated by Order No. 45 of the President ofthe People's Republic of China on April 9, 1991 and effective as of July1, 1991)Important Notice:In case of discrepancy, the original version in Chinese shall prevail.Whole DocumentINCOME TAX LAW OF THE PEOPLE'S REPUBLIC OF CHINA FOR ENTERPRISES WITHFOREIGN INVESTMENT AND FOREIGN ENTERPRISES (Adopted at the Fourth Session of the Seventh National People's Congress on April 9, 1991, promulgated by Order No. 45 of the President ofthe People's Republic of China on April 9, 1991 and effective as of July1, 1991)Article 1Income tax shall be paid in accordance with the provisions of this Law byenterprises with foreign investment within the territory of the People's Republic of China on their income derived from production, businessoperations and other sources. Income tax shall be paid in accordance withthe provisions of this Law by foreign enterprises on their income derivedfrom production, business operations and other sources within theterritory of the People's Republic of China.Article 2"Enterprises with foreign investment" referred to in this LawmeanChinese-foreign equity joint ventures, Chinese-foreign contractual jointventures and foreign-capital enterprises that are established in China. "Foreign enterprises" referred to in this Law mean foreign companies,enterprises and other economic organizations which have establishments orplaces in China and engage in production or business operations, andwhich, though without establishments or places in China, have income fromsources within China.Article 3Any enterprise with foreign investment which establishes its head officein China shall pay its income tax on its income derived from sourcesinside and outside China. Any foreign enterprise shall pay its income taxon its income derived from sources within China.Article 4The taxable income of an enterprise with foreign investment and anestablishment or a place set up in China to engage in production orbusiness operations by a foreign enterprise, shall be the amount remainingfrom its gross income in a tax year after the costs, expenses and losses have been deducted.Article 5The income tax on enterprises with foreign investment and the income taxwhich shall be paid by foreign enterprises on the income of theirestablishments or places set up in China to engage in production orbusiness operations shall be computed on the taxable income at the rate of thirty percent, and local income tax shall be computed on the taxableincome at the rate of three percent.Article 6The State shall, in accordance with the industrial policies, guidetheorientation of foreign investment and encourage the establishment ofenterprises with foreign investment which adopt advanced technology andequipment and export all or greater part of their products.Article 7The income tax on enterprises with foreign investment established inSpecial Economic Zones, foreign enterprises which have establishments orplaces in Special Economic Zones engaged in production or businessoperations, and on enterprises with foreign investment of a productionnature in Economic and Technological Development Zones, shall be levied atthe reduced rate of fifteen percent.The income tax on enterprises with foreign investment of a productionnature established in coastal economic open zones or in the old urbandistricts of cities where the Special Economic Zones or the Economic andTechnological Development Zones are located, shall be levied at thereduced rate of twenty-four percent.The income tax on enterprises with foreign investment in coastal economicopen zones, in the old urban districts of cities where the SpecialEconomic Zones or the Economic and Technological Development Zones arelocated or in other regions defined by the State Council, within the scope of energy, communications, harbour, wharf or other projects encouraged bythe State, may be levied at the reduced rate of fifteen percent. Thespecific measures shall be drawn up by the State Council.Article 8Any enterprise with foreign investment of a production nature scheduled tooperate for a period of not less than ten years shall, from theyearbeginning to make profit, be exempted from income tax in the first andsecond years and allowed a fifty percent reduction in the third to fifth years. However, the exemption from or reduction of income tax onenterprises with foreign investment engaged in the exploitation ofresources such as petroleum, natural gas, rare metals, and precious metals shall be regulated separately by the State Council. Enterprises withforeign investment which have actually operated for a period of less thanten years shall repay the amount of income tax exempted or reducedalready.The relevant regulations, promulgated by the State Council before theentry into force of this Law, which provide preferential treatment ofexemption from or reduction of income tax on enterprises engaged inenergy, communications, harbour, wharf and other major projects of aproduction nature for a period longer than that specified in the preceding paragraph, or which provide preferential treatment of exemption from orreduction of income tax on enterprises engaged in major projects of a non-production nature, shall remain applicable after this Law enters intoforce.Any enterprise with foreign investment which is engaged in agriculture,forestry or animal husbandry and any other enterprise with foreigninvestment which is established in remote underdeveloped areas may, uponapproval by the competent department for tax affairs under the StateCouncil of an application filed by the enterprise, be allowed a fifteen to thirty percent reduction of the amount of income tax payable for a periodof another ten years following the expiration of the period fortaxexemption or reduction as provided for in the preceding two paragraphs. After this Law enters into force, any modification to the provisions ofthe preceding three paragraphs of this Article on the exemption from orreduction of income tax on enterprises shall be submitted by the StateCouncil to the Standing Committee of the National People's Congress fordecision.Article 9The exemption from or reduction of local income tax on any enterprise withforeign investment which operates in an industry or undertakes a projectencouraged by the State shall, in accordance with the actual situation, be at the discretion of the people's government of the relevant province,autonomous region or municipality directly under the Central Government.Article 10Any foreign investor of an enterprise with foreign investment whichreinvests its share of profit obtained from the enterprise directly into that enterprise by increasing its registered capital, or uses the profit as capital investment to establish other enterprises with foreigninvestment to operate for a period of not less than five years shall, upon approval by the tax authorities of an application filed by the investor, be refunded forty percent of the income tax already paid on the reinvested amount. Where regulations of the State Council provide otherwise inrespect of preferential treatment, such provisions shall apply. If theinvestor withdraws its reinvestment before the expiration of a period offive years, it shall repay the refunded tax.Article 11Losses incurred in a tax year by any enterprise with foreign investmentand by an establishment or a place set up in China by a foreign enterprise to engage in production or business operations may be made upby theincome of the following tax year. Should the income of the following taxyear be insufficient to make up for the said losses, the balance may bemade up by its income of the further subsequent year, and so on, over aperiod not exceeding five years.Article 12Any enterprise with foreign investment shall be allowed, when filing aconsolidated income tax return, to deduct from the amount of tax payablethe foreign income tax already paid abroad in respect of the incomederived from sources outside China. The deductible amount shall, however,not exceed the amount of income tax otherwise payable under this Law inrespect of the income derived from sources outside China.Article 13The payment or receipt of charges or fees in business transactions betweenan enterprise with foreign investment or an establishment or a place setup in China by a foreign enterprise to engage in production or businessoperations, and its associated enterprises, shall be made in the samemanner as the payment or receipt of charges or fees in businesstransactions between independent enterprises. Where the payment or receiptof charges or fees is not made in the same manner as in businesstransactions between independent enterprises and results in a reduction of the taxable income, the tax authorities shall have the right to makereasonable adjustment.Article 14Where an enterprise with foreign investment or an establishment or a placeset up in China by a foreign enterprise to engage inproduction orbusiness operations is established, moves to a new site, merges withanother enterprise, breaks up, winds up or makes a change in any of themain entries of registration, it shall present the relevant documents to and go through tax registration or a change or cancellation inregistration with the local tax authorities after the relevant event is registered, or a change or cancellation in registration is made with the administrative agency for industry and commerce.Article 15Income tax on enterprises and local income tax shall be computed on anannual basis and paid in advance in quarterly instalments. Such paymentsshall be made within fifteen days from the end of each quarter and thefinal settlement shall be made within five months from the end of each taxyear. Any excess payment shall be refunded and any deficiency shall berepaid.Article 16Any enterprise with foreign investment and any establishment or place setup in China by a foreign enterprise to engage in production or businessoperations shall file its quarterly provisional income tax return inrespect of advance payments with the local tax authorities within theperiod for each advance payment of tax, and it shall file an annual income tax return together with the final accounting statements within fourmonths from the end of the tax year.Article 17Any enterprise with foreign investment and any establishment or place setup in China by a foreign enterprise to engage in production or businessoperations shall report its financial and accounting systems to the local tax authorities for reference. All accounting records must be complete and accurate, with legitimate vouchers as the basis for entries.If the financial and accounting bases adopted by an enterprise withforeign investment and an establishment or a place set up in China by aforeign enterprise to engage in production or business operationscontradict the relevant regulations on tax of the State Council, taxpayment shall be computed in accordance with the relevant regulations ontax of the State Council.Article 18When any enterprise with foreign investment goes into liquidation, and ifthe balance of its net assets or the balance of its remaining propertyafter deduction of the enterprise's undistributed profit, various funds and liquidation expenses exceeds the enterprise's paid-in capital, theexcess portion shall be liquidation income on which income tax shall bepaid in accordance with the provisions of this Law.Article 19Any foreign enterprise which has no establishment or place in China butderives profit, interest, rental, royalty and other income from sources in China, or though it has an establishment or a place in China, the saidincome is not effectively connected with such establishment or place,shall pay an income tax of twenty percent on such income. For the paymentof income tax in accordance with the provisions of the precedingparagraph, the income beneficiary shall be the taxpayer and the payershall be the withholding agent. The tax shall be withheld from the amountof each payment by the payer. The withholding agent shall, within fivedays, turn the amount of taxes withheld on each payment over to the StateTreasury and submit a withholding income tax return to thelocal taxauthorities.Income tax shall be exempted or reduced on the following income: (1) the profit derived by a foreign investor from an enterprise withforeign investment shall be exempted from income tax;(2) income from interest on loans made to the Chinese government orChinese State banks by international financial organizations shall beexempted from income tax;(3) income from interest on loans made at a preferential interest rate to Chinese State banks by foreign banks shall be exempted from income tax; and(4) income tax of the royalty received for the supply of technical know-how in scientific research, exploitation of energy resources, developmentof the communications industries, agricultural, forestry and animalhusbandry production, and the development of important technologies may,upon approval by the competent department for tax affairs under the StateCouncil, be levied at the reduced rate of ten percent. Where thetechnology supplied is advanced or the terms are preferential, exemptionfrom income tax may be allowed.Apart from the aforesaid provisions of this Article, if preferentialtreatment in respect of reduction of or exemption from income tax onprofit, interest, rental, royalty and other income is required, it shallbe regulated by the State Council.Article 20The tax authorities shall have the right to inspect the financial,accounting and tax affairs of enterprises with foreign investment andestablishments or places set up in China by foreign enterprises to engagein production or business operations, and have the right to inspecttaxwithholding of the withholding agent and its payment of the withheld taxinto the State Treasury. The entities and the withholding agents being so inspected must report the facts and provide relevant information. They maynot refuse to report or conceal any facts.When making an inspection, the tax officials shall produce their identity documents and be responsible for confidentiality.Article 21Income tax payable according to this Law shall be computed in terms ofRenminbi (RMB). Income in foreign currency shall be converted intoRenminbi according to the exchange rate quoted by the State exchangecontrol authorities for purposes of tax payment.Article 22If any taxpayer fails to pay tax within the prescribed time limit, or if the withholding agent fails to turn over the tax withheld within theprescribed time limit, the tax authorities shall, in addition to setting anew time limit for tax payment, impose a surcharge for overdue payment,equal to 0.2 percent of the overdue tax for each day in arrears, starting from the first day the payment becomes overdue.Article 23The tax authorities shall set a new time limit for registration orsubmission of documents and may impose a fine of five thousand yuan orless on any taxpayer or withholding agent which fails to go through taxregistration or make a change or cancellation in registration with the tax authorities within the prescribed time limit, or fails to submit incometax return, final accounting statements or withholding income tax returnto the tax authorities within the prescribed time limit, or fails toreport its financial and accounting systems to the tax authorities forreference. Where the tax authorities have set a new time limit forregistration or submission of documents, they shall impose a fine of tenthousand yuan or less on the taxpayer or withholding agent which againfails to meet the time limit for going through registration or making achange in registration with the tax authorities, or for submitting income tax return, final accounting statements or withholding income tax returnto the tax authorities. Where the circumstances are serious, the legalrepresentative and the person directly responsible shall be investigatedfor criminal responsibility by applying mutatis mutandis the provisions of Article 121 of the Criminal Law.Article 24Where the withholding agent fails to fulfil its obligation to withhold tax as provided in this Law, and does not withhold or withholds an amount lessthan that should have been withheld, the tax authorities shall set a time limit for the payment of the amount of tax that should have beenwithheld,and may impose a fine up to but not exceeding one hundred percent of theamount of tax that should have been withheld. Where the withholding agentfails to turn the tax withheld over to the State Treasury within theprescribed time limit, the tax authorities shall set a time limit for turning over the taxes and may impose a fine of five thousand yuan or lesson the withholding agent; if the withholding agent fails to meet the time limit again, the tax authorities shall pursue the taxes according to law and may impose a fine of ten thousand yuan or less on the withholdingagent. If the circumstances are serious, the legal representative and the person directly responsible shall be investigated for criminalresponsibility by applying mutatis mutandis the provisions of Article 121of the Criminal Law.Article 25Where any person evades tax by deception or concealment or fails totax within the time limit prescribed by this Law and, after the taxauthorities pursued the payment of tax, fails again to pay it within the prescribed time limit, the tax authorities shall, in addition torecovering the tax which should have been paid, impose a fine up to butnot exceeding five hundred percent of the amount of tax which should havebeen paid. Where the circumstances are serious, the legal representativeand the person directly responsible shall be investigated for criminalresponsibility in accordance with the provisions of Article 121 of theCriminal Law.Article 26Any enterprise with foreign investment, foreign enterprise or withholdingagent, in case of a dispute with the tax authorities on payment ofmust pay tax according to the relevant regulations first. Thereafter, the taxpayer or withholding agent may, within sixty days from the date ofreceipt of the tax payment certificate issued by the tax authorities,apply to the tax authorities at the next higher level for reconsideration. The higher tax authorities shall make a decision within sixty days afterreceipt of the application for reconsideration. If the taxpayer orwithholding agent is not satisfied with the decision, it may institutelegal proceedings in the people's court within fifteen days from the date of receipt of the notification on decision made after reconsideration.If the party concerned is not satisfied with the decision on punishment by the tax authorities, it may, within fifteen days from the date of receiptof the notification on punishment, apply for reconsideration to the taxauthorities at the next higher level than that which made the decision on punishment. Where the party is not satisfied with the decision made afterreconsideration, it may institute legal proceedings in the people's court within fifteen days from the date of receipt of the decision made afterreconsideration. The party concerned may, however, directly institutelegal proceedings in the people's court within fifteen days from the date of receipt of the notification on punishment. If the party concernedneither applies for reconsideration to the higher tax authorities, norinstitutes legal proceedings in the people's court within the time limit, nor complies with the decision on punishment, the tax authorities whichmade the decision on punishment may apply to the people's court forcompulsory execution.Article 27Where any enterprise with foreign investment which was established beforethe promulgation of this Law would, in accordance with the provisions ofthis Law, otherwise be subject to higher tax rates orenjoy lesspreferential treatment of tax exemption or reduction than before the entry into force of this Law, in respect to such enterprise, within its approved period of operation, the law and relevant regulations of the State Council in effect before the entry into force of this Law shall apply. If any such enterprise has no approved period of operation, the law and relevantregulations of the State Council in effect before the entry into force of this Law shall apply within the period prescribed by the State Council. Specific measures shall be drawn up by the State Council.Article 28Where the provisions of a tax agreement concluded between the governmentof the People's Republic of China and a foreign government are differentfrom the provisions of this Law, the provisions of the agreement shallprevail.Article 29Rules for implementation shall be formulated by the State Council inaccordance with this Law.Article 30This Law shall enter into force on July 1, 1991. The Income Tax Law of thePeople's Republic of China for Chinese-Foreign Equity Joint Ventures andthe Income Tax Law of the People's Republic of China for ForeignEnterprises shall be annulled as of the same date.。

______________ 外商独资企业、、八章年月Chapter 1 ObjectivesArticle 1In accordanee with Law of the People's Republic of China on Foreign-CapitalEn terprises , Compa ny Law of the PRC and other releva nt Chin ese laws andregulati ons , intends to set up En ergy Resources Service Co. Ltd. (here in after referred to as the Compa ny) , an exclusively foreign-owned enterprise. For this purpose ,these Articles of Associati on here un der are worked out.Article 2The investing party is a legal person registered with in accorda nee with the laws of g. Basic in formatio n as follows:The legal name of the investing party is Treasure China Investment Limited.Its legal represe ntative: Name Nati on alityThe legal address of the Compa ny is at .Tel:Fax:Article 3The name of the Company in Chinese isThe nameof the Companyin English is Zhongbao Energy Resources Service Company.The legal address of the Compa nyis at 6, Gan gwuAve nue, Xi ' an In ter nati onalTrade &Logistics Park , Xi ' an, China.Article 4Chairma n of the Board is the legal represe ntative , perform his or her dutiescomply with the stipulati ons of the Chin ese laws ,decrees and releva nt regulations.Article 5The Company is Chinese legal person ，its activities is under the governanceof Chinese laws and regulations. All the legitimate rights and interests of the company is under the guarantee and protection of Chinese law. The company form is Co. ，Ltd. The responsibility of the investor is limited to the registered capital of the company. Companyis responsible for the debts by all its assets. After being agreed by China relevant departments ，company can set up branches or subsidiaries on domestic or abroad.Chapter 2 Objectives ，Scope and Scale of Production and BusinessArticle 6The objective of the Company is to strengthen economic cooperation and technological exchange ，also promote the development of Chinese national economy and ensure satisfactory economic benefits for the investing party. Article 7The business scope of the Company is Drilling equipment and accessories sales ，labor services ，drilling engineering ，petroleum technology consulting andservices (above the range are free from state laws and regulations and restrictions prohibit operating the project ，involving licensing qualification ，with operating permits)Chapter 3 Total Investment Amount and the Registered CapitalArticle 8The amount of total investment of the Companyis USD90 000, 000; the registered capital is USD50 000, 000. The registered capital is paid in installments. Withi n three mon ths upon the issua nee of bus in ess lice nse , of the first in stallme nt shall be paid , and the rest part shall be paid off in two years.The differenee between the total amount of investment and the registered capitalcan obta in from bank loa ns or shareholder loa ns.Article 9The proporti on for export of the Compa ny is . The Board of Directorsor the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Compa ny. Chapter 3 Total In vestme nt Amount and the Registered CapitalArticle 10The amount of total investment of the Companyis ; the registered capital is .Article 11The con tributi on methods of the Compa ny are ,cash ;kind equivale nt of .Article 12The in vesti ng party shall con tribute the registered capital with the follow ing method: (Note: choose one of them)1. Paying off all the capital withi n six mon ths upon the issua nce of bus in ess licen se.2. The registered capital is paid in in stallme nts. Within three。

外商投资法英文版《中华人民共和国外商投资法》英文版如下：The Foreign Investment Law of the People's Republic of ChinaTo encourage foreign investment, protect the legitimate rights and interests of foreign investors, further open up China's market and improve the business environment, the Standing Committee of the National People's Congress, in accordance with the Constitution of the People's Republic of China and the law on the entry and exit of aliens, formulates this law.This law is applicable to the entry and exit of foreign capital and personnel into China, except as otherwise provided by law.The entry and exit of foreign capital and personnel into China shall comply with laws, regulations and policies of the state, and shall not endanger national security, harm public interests or disrupt social order.The state shall encourage foreign investment in accordance with the principles of openness, fairness and transparency, and shall create a level playing field for market entities.The state shall provide preferential policies to encourage foreign investment in the western region, central region and northeast region of China.The entry and exit of foreign capital and personnel into China shall be subject to the following conditions:(1) The entry and exit of foreign capital and personnel into China shall comply with laws, regulations and policies of the state;(2) The entry and exit of foreign capital and personnel into China shall comply with the provisions of treaties and agreements signed by China with other countries;(3) The entry and exit of foreign capital and personnel into China shall comply with the provisions of international treaties and agreements to which China is a party;(4) The entry and exit of foreign capital and personnel into China shall comply with the provisions of laws, regulations and policies on the entry and exit of aliens;(5) The entry and exit of foreign capital and personnel into China shall comply with the provisions of laws, regulations and policies on customs, taxation, finance, insurance, intellectual property rights protection and other matters.。

外商独资企业章程ArticlesofAssociatio章程OF之CO., LTD.Date:【】,日期：年【】月【】日At【】地点：【】CHAPTER.I第一章GENERAL PRINCIPLES总则Article.1第 1 条These Articles of Association of Co., Ltd. (hereinafter called the “Company”) are incorporated in accordance with the "Laws of the People's Republic of China on Wholly Foreign-Owned Enterprises" and the detailed rules for the Implementation thereof, and other pertinent rules and regulations of the People's Republic of China (hereinafter called "PRC').依照《中华人民共和国外资企业法》及事实上施细则，以及中华人民共和国（以下简称“中国”）其它相关法律法规，制订（以下简称“公司”）《章程》。

Article.2第 2 条公司的中文名称为【】，英文名称为【】。

2.2T he legal address of the Company is 【】, zip code【】.公司的法定地址为中国【】，邮政编码：【】。

Article.3第 3 条5.1The Company is incorporated in accordance with the "Law of the People's Republic ofChina on Wholly Foreign-Owned Enterprises" and its detailed implementation rules, and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及事实上施细则，以及中国其它相关法规和规章成立。

外商投资企业在中国大陆进行投资，经常会遇到这个问题。

是该设立外资代表处还是独资公司呢？这两种业态究竟有何区别？那种更适合目前的公司现状？代表处，英文名为Representative Office，简称RO。

外商独资（商业）公司，英文名为Wholly Foreign Owned （Commercial） Enterprise，简称WFOE。

此两种公司均为外商在中国境内（港澳台除外）设立商业组织的业态方式，他们具体有如下区别：1、功能与作用不同这两种组织形式，最大的不同也就是功能不同，从而导致所承担的责任不同，发挥了不同的作用。

代表处，作为国外的企业在中国的先头兵，一般主要作为联络业务和市场推广而存在。

其主要作用是帮助国外的母公司，在中国大陆境内做一些联络性、准备性、辅助性的工作。

代表处本身不具备独立的法人资格，不拥有完整的经济功能去从事普遍意义的商业活动。

代表处不能直接以其名义和供应商或客户签合同，不能申请独立的进出口权，不能申请一般纳税人资格，不能独立雇用员工、不能在银行开信用证账户等等。

代表处的开支必须来自国外母公司的汇款，代办处也很难有收入（特殊的代表处除外），有收入也很难申请获得发票。

针对商业公司的代表处而言，其一般在以下几个情况中设立：1、外商到中国投资的初期，对市场还并不是很了解。

通过设立代表处，雇佣少数的员工（一般在10个以内），初步试探市场，发掘商业机会、拓展企业形象、建立合作伙伴联系等。

2、已经和国内企业建立了初步的联系，但针对此行业而言，国内的供应商可以直接和国外的母公司联系，包括合同的签署和货品的交付，都可以直接和国外母公司进行。

在这种情况下，可以设立代表处，作为监督和日常联络存在。

外商独资企业，则和一般的企业一样，具备完整的公司职能，可以履行所有一般公司可以履行的职责。

包括独立签合同、招聘、申请进出口权、开各种发票、开立各种账户、融资等所有业务。

从公司形态功能来说，外商独资企业的适用性、灵活性和扩展性将大大优于代表处。

外商独资企业章程(英文)Articles of Association for Solely Foreign-owned Enterprises(With Board of Directors)Chapter 1 General ProvisionsChapter 2 Objectives，Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered CapitalChapter 4 Board of DirectorsChapter 5 Business Management OfficeChapter 6 Taxation, Finance and Foreign Exchange ManagementChapter 7 Distribution of ProfitsChapter 9 Trade UnionChapter 10 InsuranceChapter 11 Duration, Dissolution and LiquidationChapter 12 Rules and RegulationsChapter 13 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People’s Republic of China on Foreign-Capital Enterprises and other relevant Chinese laws and regulations, __________Company ________Country intends to set up ____________________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, in Tianjin Economic-Technological Development Area of the People’s Republic of China. For this purpose, these Articles of Association hereunder are workedout.Article 2The name of the Company in Chinese is ____________________.The name of the Company in English is _____________________.The legal address of the Company is at_______________________.Article 3The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country.The legal name of the investing party is _____________________________________;Its legal address is _____________________________________________________;Its legal representative: Name _________; Nationality __________; Position ___________. Article 4The organization form of the Company is a limited liability company. The investing party is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all of its assets.Article 5The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.hapter 2 Objectives，Scope and Scale of Production and BusinessArticle 6The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is _______________________________________.Article 8The production scale of the Company after being put into operation is _____________.Article 9The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.Chapter 3 Total Investment Amount and the Registered CapitalArticle 10The amount of total investment of the Company is ______________; the registered capital is______________.Article 11The contribution methods of the Company are,cash _____________________;kind equivalent of ___________.Article 12The investing party shall contribute the registered capital with the following method: (Note: choose one of them)1. Paying off all the capital within six months upon the issuance of business license.2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the rest part shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present areport on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.Article 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.Chapter 4 Board of DirectorsArticle 15The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The Board of Directors is composed of _____directors, with one chairperson and ____vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.Article 17The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize thevice-chairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right.Article 21Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:1. modification of the Articles of Association of the Company;2. termination or dissolution of the Company;3. readjustment of registered capital of the Company;4. split of the Company or merger with other economic organizations.5. issues which, according to the Board of Directors, must be unanimously passed by all directors. Other issues can be passed by the decisions of simple majority.Article 22Each Board meeting shall have detailed minutes, which shall be signed by all the directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 5 Business Management OfficeArticle 23The Company exercises general manager responsibility system under the leadership of the Board of Directors, with ____ general managers and ____ deputy general managers to be engaged by the Board of Directors.Article 24The general manager is directly responsible to the Board of Directors and shall carry out the various decisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assist the general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors.Article 25Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and be responsible to them.Article 26The general manager, the deputy general managers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies.In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismissed at any time upon the decision of the Board meeting. Article 27The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers through consultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation.Article 28In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time.Chapter 6 Taxation, Finance and Foreign Exchange ManagementArticle 29The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.。

Law of the People’s Republic of China on Chinese-Foreign Contractual Joint V entures (Adopted at the First Session of the Seventh National People's Congress on April 13，1988，amended according to the Decision on Revision of the Law of the People’s Republic of China on Chinese-Foreign Contractual Joint Ventures adopted at the 18th Meeting of the Standing Committee of the Ninth National People’s Congress on October 31, 2000）Article 1This Law is formulated to expand economic cooperation and technological exchange with foreign countries and to promote the joint establishment，on the principles of equality and mutual benefit，by foreign enterprises and other economic organizations or individuals (hereinafter referred to as the foreign party) and Chinese enterprises or other economic organizations （hereinafter referred to as the Chinese party) of Chinese—Foreign Contractual Joint Ventures (hereinafter referred to as contractual joint ventures ) within the territory of the People’s Republic of China.Article 2In establishing a contractual joint venture，the Chinese and foreign parties shall，in accordance with the provisions of this Law，prescribe in their contractual joint venture contract such matters as the investment or conditions for cooperation，the distribution of earnings or products, the sharing of risks and losses, the manners of operation and management and the ownership of the property at the time of the termination of the contractual joint venture。

【精品】外商独资企业法(英文) PRC,Wholly Foreign-owned Enterprise Law (Revised)(Passed on 12 April 1986 by the 4st Session of the 6th NPC, revised in the Amendment to the <PRC, Wholloy Foreign-owned Enterprise Law> Decision on 31 October 2000 by the Standing Committee of the 18th Session of the 9th NPC)Article 1: In order to expand foreign economic co-operation and technological exchange and to promote the development of the Chinese national economy, the People's Republic of China shall permit foreign enterprises and other economic organizations or individuals (hereafter "foreign investors") to establish wholly foreign-owned enterprises within Chinese territory, and shall protect the lawful rights and interests of such enterprises.Article 2: The term "wholly foreign-owned enterprises" as used in this Law shall refer to those enterprises established within Chinese territory, in accordance with the relevant Chinese laws, with capital provided solely by the foreign investor. It does not include branches established in China by foreign enterprises or other economic organizations.Article 3: Wholly foreign-owned enterprises must benefit the development of the China's national economy. The State shall encourage the establishment of wholly foreign-owned enterprises that export commodities or that are technologically advanced.The State Council shall stipulate industries in which the establishment of wholly foreign-owned enterprises is prohibited or restricted.Article 4: The investments, profits and other legitimate rights and interests of foreign investors in China shall be protected by Chinese law.Foreign investors must obey Chinese laws and regulations, and shall not harm the social public interest of China.Article 5: The State shall not nationalize or expropriate wholly foreign-owned enterprises. In special circumstances, where necessary for the public interest, a wholly foreign-owned enterprise may be expropriated in accordance with legal procedures, and appropriate compensation paid.Article 6: An application for establishment of wholly foreign-owned enterprises shall be submitted for examination and approval by the State Council department in charge of foreign economic relations and trade or an organization authorized by the State Council. The examination and approval authority shall, within 90 days of receipt of the application, make a decision whether or not to approve the application.Article 7: After approval of an application for establishment of a wholly foreign-owned enterprise, the foreign investor shall, within 30 days of receipt of the approval certificate, apply for registration with the administrative authorities for industry and commerce and obtain a business licence. The date of issue of the business licence of anenterprise with the sole foreign investment is the date of establishment of the enterprise.Article 8: A wholly foreign-owned enterprise that meets theconditions for legalpersonality under the relevant Chinese laws shall obtain such status in accordance with the law.Article 9: A wholly foreign-owned enterprise shall invest in China within the time limit approved by the examination and approval authority. Where it fails to invest within the required time, the administrative authorities for industry and commerce shall have the right to revoke its business licence.The administrative authorities for industry and commerce shall carry out inspection and supervision of the investment status of whollyforeign-owned enterprises.Article 10: In the event of division, merger or other major changes, a wholly foreign-owned enterprise shall report for approval by the examination and approval authority and carry out procedures for registration of such changes with the administrative authorities for industry and commerce. Article 11: A wholly foreign-owned enterpriseshall carry out its operation and management in accordance with the approved articles of association of the enterprise and free from interference.Article 12: A wholly foreign-owned enterprise employing Chinesestaff and workers shall sign contracts in accordance with the law. Thecontracts shall clearly stipulate such matters as employment, dismissal, remuneration, welfare, labour protection and labour insurance.Article 13: The staff and workers of a wholly foreign-ownedenterprise may, in accordance with the law, establish a labour union organization which may undertake labour union activities and protect the legitimate rights and interests of the staff and workers.A wholly foreign-owned enterprise shall provide the prerequisitesfor the organization of activities by the labour union of the enterprise. Article 14: A wholly foreign-owned enterprise must set up accounting books in China, conduct independent auditing and, in accordance with regulations, submit its accounting statements to and accept the supervision of the financial and taxation authorities.Should a wholly foreign-owned enterprise refuse to maintain books of account in China, penalties may be imposed by the financial and taxation authorities, and the administrative authorities for industry and commerce may order the enterprise to cease operation or may revoke its business licence. Article 15: The raw materials, fuel and othermaterials required by a wholly foreign-owned enterprise and which come within its authorized scope of business may be purchased on the domestic market or the international market according to the principles offairness and reasonableness. Article 16: The various types of insurance required by a wholly foreign-owned enterprise shall be taken out with insurance companies in China. Article 17: A wholly foreign-owned enterprise shall pay tax in accordance with the relevant stipulations ofState tax regulations and may enjoy preferential tax exemption or reduction.Where a wholly foreign-owned enterprise reinvests its profits in China afterpayment of tax, it may, in accordance with the relevant stipulations of the State regulations, apply for reimbursement of the income tax already paid on the reinvested amount.Article 18: Matters relating to the foreign exchange of a wholly foreign-owned enterprise shall be handled in accordance with the State stipulations governing foreign exchange control.A wholly foreign-owned enterprise shall open a bank account with the Bank of China or a bank designated by the State Administration of Exchange Control. Article 19: The foreign investor may remit abroad lawful profits earned from a wholly foreign-owned enterprise, other lawful income and funds obtained after liquidation of the enterprise.Wages and other lawful income of foreign staff and workers of a wholly foreign-owned enterprise may be remitted abroad after payment of individual income tax in accordance with the law.Article 20: The term of operation of a wholly foreign-owned enterprise shall be approved, following application by the foreign investor, by the examination and approval authority. Where extension of the term of operation is required upon expiry, an application shall be made to the examining and approving authorities 180 days prior to the expiry of the original term of operation. The examining and approvingauthorities shall, within 30 days of receipt of the application, make a decision on whether or not the application will be granted. Article 21: On termination of a wholly foreign-owned enterprise, prompt notification shall be given and liquidation carried out in accordance with the procedures stipulated by law.Pending completion of liquidation, the foreign investor shall not dispose of the assets of the enterprise, except for the purposes of carrying out the liquidation. Article 22: Upon termination of an enterprise with sole foreign investment, procedures shall be completed with the administrative authorities for industry and commerce for cancellation of registration and handing in and cancellation of the business licence.Article 23: Detailed regulations for the implementation of this Law will be formulated by the State Council department in charge of foreign economic relations and trade and shall come into effect following submission to and approval by the State Council.Article 24: This Law shall be effective as of the date of promulgation.。

ARTICLES OF ASSOCIATION章程OF之CO。

， LTD。

有限公司Date:【】, 2011日期：2011年【】月【】日At【】地点：【】CHAPTER.I第一章GENERAL PRINCIPLES总则Article.1第 1 条These Articles of Association of Co。

, Ltd。

(hereinafter called the “Company”) are incorporated in accordance with the ”Laws of the People's Republic of China on Wholly Foreign—Owned Enterprises”and the detailed rules for the Implementation thereof，and other pertinent rules and regulations of the People’s Republic of China (hereinafter called ”PRC’）。

根据《中华人民共和国外资企业法》及其实施细则，以及中华人民共和国（以下简称“中国”)其它相关法律法规，制订有限公司（以下简称“公司”）《章程》.Article.2第 2 条公司的中文名称为【】有限公司,英文名称为【】.2.2T he legal address of the Company is 【】， zip code【】。

公司的法定地址为中国北京市【】,邮政编码：【】。

Article.3第 3 条5.1The Company is incorporated in accordance with the ”Law of the People's Republic ofChina on Wholly Foreign-Owned Enterprises” and its detailed implementation rules，and other relevant rules and regulations of the PRC.公司依照《中华人民共和国外资企业法》及其实施细则,以及中国其它相关法规和规章成立.5.2The Company has the status of a PRC legal person and is governed and protected by thelaws of PRC。

独资章程英文版样本 HUA system office room 【HUA16H-TTMS2A-HUAS8Q8-HUAH1688】外商独资企业章程(英文)Articles of Association for Solely Foreign-owned Enterprises(With Board of Directors)Chapter 1 General ProvisionsChapter 2 Objectives， Scope and Scale of Production and BusinessChapter 3 Total Investment Amount and the Registered CapitalChapter 4 Board of DirectorsChapter 5 Business Management OfficeChapter 6 Taxation, Finance and Foreign Exchange ManagementChapter 7 Distribution of ProfitsChapter 8 Labor ManagementChapter 9 Trade UnionChapter 10 InsuranceChapter 11 Duration, Dissolution and LiquidationChapter 12 Rules and RegulationsChapter 13 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1In accordance with Law of the People’s Republic of China on Foreign-CapitalEnterprises and other relevant Chinese laws and regulations, __________Company ________Country intends to set up ____________________ Co. Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, inTianjin Economic-Technological Development Area of the People’s Republic of China. For this purpose, these Articles of Association hereunder are worked out.Article 2The name of the Company in Chinese is ____________________.The name of the Company in English is _____________________.The legal address of the Company is at_______________________.Article 3The investing party is a legal person registered with _______ Country in accordance with the laws of ________ Country.The legal name of the investing party is _____________________________________;Its legal address is _____________________________________________________;Its legal representative: Name _________; Nationality __________; Position___________.Article 4The organization form of the Company is a limited liability company. The investing party is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all ofits assets.Article 5The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.hapter 2 Objectives， Scope and Scale of Production and BusinessArticle 6The objective of the Company is to produce _______ products, develop new products, and sharpen competitive edge in the world market in product quality and price by adopting advanced and applicable technology and scientific management methods, so as to raise economic results and ensure satisfactory economic benefits for the investing party.Article 7The business scope of the Company is _______________________________________.Article 8The production scale of the Company after being put into operation is_____________.Article 9The proportion for export of the Company is _________. The Board of Directors or the corporate management with authorization from the Board of Directors can decide at its own discretion on domestic or overseas sale of the products of the Company.Chapter 3 Total Investment Amount and the Registered CapitalArticle 10The amount of total investment of the Company is ______________; theregistered capital is ______________.Article 11The contribution methods of the Company are,cash _____________________;kind equivalent of ___________.Article 12The investing party shall contribute the registered capital with the following method: (Note: choose one of them)1. Paying off all the capital within six months upon the issuance of business license.2. The registered capital is paid in ___________ installments. Within three months upon the issuance of business license, _______ of the first installment shall be paid, accounting for ___% of its subscribed capital, and the restpart shall be paid off in ___ months. (Note: The contribution to the first installment shall not be less than 15% of its subscribed capital.)The capital contribution of each party shall be converted according to the current numeraire exchange rate of the People’s Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 13Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China toverify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the investing party and file with the original examination and approval authority and the administrative department of industry and commerce.Article 14The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.Chapter 4 Board of DirectorsArticle 15The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 16The Board of Directors is composed of _____directors, with one chairperson and ____ vice-chairpersons. The members of the Board shall be appointed by the investing party. The term of office for the directors, chairperson and vice-chairpersons is four years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce.Article 17The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the vice-chairperson or any other director to exercise rights and fulfill obligations.Article 18The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 19The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote.Article 20In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waivehis/her right.Article 21Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:1. modification of the Articles of Association of the Company;2. termination or dissolution of the Company;3. readjustment of registered capital of the Company;4. split of the Company or merger with other economic organizations.5. issues which, according to the Board of Directors, must be unanimously passed by all directors.Other issues can be passed by the decisions of simple majority.Article 22Each Board meeting shall have detailed minutes, which shall be signed by allthe directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 5 Business Management OfficeArticle 23The Company exercises general manager responsibility system under theleadership of the Board of Directors, with ____ general managers and ____ deputy general managers to be engaged by the Board of Directors.Article 24The general manager is directly responsible to the Board of Directors andshall carry out the various decisions of the Board and organize and guide the overall production of the Company. The deputy general managers shall assistthe general manager in his/her work. The terms of reference of the general manager and deputy general managers shall be decided by the Board of Directors.Article 25Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle thematters handed over by the general manager and deputy general managers and be responsible to them.Article 26The general manager, the deputy general managers and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies.In case of malpractice or serious dereliction of duty on the part of the general manager and deputy general managers, they can be dismissed at any time upon the decision of the Board meeting.Article 27The departments of the Company and the setup of department structure shall be planned by the general manager and deputy general managers throughconsultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than senior managers shall be determined by the general manager and the deputy general managers through consultation.Article 28In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time.Chapter 6 Taxation, Finance and Foreign Exchange ManagementArticle 29The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.。