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| Circular of the Ministry of Foreign Trade and Economic Cooperation on Issuing the Interpretation on Implementing Certain Articles of the Rules for the Implementation of the Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures | | 对外贸易经济合作部关于发布 |
WaiJingMaoFaFa [1996] No.658 | |
《关于执行〈中华人民共和国中外合作经营 |
October 22, 1996 | |
企业法实施细则〉若干条款的说明》的通知 |
The commissions (departments, bureaus) of foreign trade and economic cooperation of all provinces, autonomous regions, municipalities directly under the Central Government, Shantou, Zhuhai and municipalities separately listed on the State plan: | |
（〔１９９６〕外经贸法发第６５８号） |
The Rules for the Implementation of the Law of People's Republic of China on Chinese-foreign Contractual Joint Ventures has been adopted by the State Council on August 7,1995, and promulgated by the Ministry of Foreign Trade and Economic Cooperation in the Decree No.6 on September 4,1995. We often receive requirements about some articles. The MOFTEC explained some articles of the Rules for the Implementation of Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures after negotiation with related departments, and it is hereby promulgated. | |
各省、自治区、直辖市、汕头市、珠海市及计划单列市外经贸委（厅、局）： |
Attachment: | |
《中华人民共和国中外合作经营企业法实施细则》已于１９９５年８月７日经国务院批准，对外贸易经济合作部于１９９５年９月４日以部令（第６号）对外发布。此后，我部不断收到对其中某些条款的询问。经研究并协商有关部门，我部对《中华人民共和国中外合作经营企业法实施细则》的若干条款做出以下说明，现予发布。 |
Interpretation on Implementing Certain Articles of the Rules for the Implementation of the Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures | |
附件：关于执行《中华人民共和国中外合作经营企业法实施细则》若干条款的说明。 |
The Rules for the Implementation of the Law of the People's Republic of China on Chinese-foreign Contractual Joint Ventures (hereinafter referred to as the Rules) were promulgated on and took effect as of September 4, 1995. Issues on the implementation of certain articles of the Rules are hereby interpreted as follows: | |
对外贸易经济合作部 |
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一九九六年十月二十二日 |
| I.Article 14 of the Rules stipulates: | |
附件 |
"A contractual joint venture which has attained the status of a Chinese legal person in accordance with the law shall be a limited liability company. The parties to the venture shall bear liability for the contractual joint venture to the extent of their investment or of the conditions for cooperation they contribute, with the exception of those cases otherwise agreed in the contract. The contractual joint venture shall be liable for covering the debts of the venture with all its assets." | |
关于执行《中华人民共和国中外合作 |
Interpretation: In accordance with the provisions of Paragraph 1 of this Article and Article 18 of the Company Law of the People's Republic of China, the organizational form of a contractual joint venture which has been established upon approval with the status of a Chinese legal person shall be a limited liability company. | |
经营企业法实施细则》若干条款的说明 |
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《中华人民共和国中外合作经营企业法实施细则》（以下简称《细则》）已于１９９５年９月４日发布施行，现对执行《细则》若干条款问题做出以下说明： |
| II.Article 18 of the Rules stipulates: | |
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"The investment or conditions for cooperation contributed by the parties to the contractual joint venture may be provided in cash, in kind, industrial property rights, know-how technology, the right to the use of land or other property rights. In cases where the investment or conditions for cooperation contributed by the Chinese parties are parts of the State assets, they shall be valued according to the provisions of the relevant laws and administrative regulations. In cases where the contractual joint venture has attained the status of a Chinese legal person in accordance with the law, the investment contributed by foreign parties shall usually not be less than 25% of the registered capital of the contractual joint venture. In cases where the contractual joint venture has not attained the status of a Chinese legal person, the specific requirements as to the investment or conditions contributed by the parties to the contractual joint venture shall be stipulated by the Ministry of Foreign Trade and Economic Cooperation." | | 一、《细则》第十四条规定： |
Interpretation: Investment as mentioned in Paragraph 1 of this Article refers to contributions made by the parties to the contractual joint venture in the form of cash, buildings, machinery and equipment, other goods and materials, industrial property rights, know-how technology, the right to the use of land, etc. upon being evaluated. Conditions for cooperation as mentioned in Paragraph 1 of this Article refer to real estate and other property rights provided by the parties to the contractual joint ventures, including the right to the use of land, ownership or the right to the use of buildings and other structures attached to the land and auxiliary equipment attached to buildings, industrial property rights, know-how technology and other property rights. Conditions for cooperation provided by the parties to the contractual joint venture are the property of the contractual joint venture and shall not be expressed in a monetary form, however, there must be auxiliary registration of these conditions which shall be used for assuming liability for the debts of the enterprise. Where the investment or conditions for cooperation provided by the Chinese parties must be valued in accordance with the provisions of relevant laws and administrative regulations, the valuation shall be conducted. The valuation result shall be treated as the basis of the negotiation for cooperation so as to prevent loss of the State assets. In cases where the contractual joint venture has not attained the status of a Chinese legal person, the investment contributed by foreign parties shall not be less than 25% of the total amount of the investment contributed by the Chinese and foreign parties. | |
“合作企业依法取得中国法人资格的，为有限责任公司。除合作企业合同另有约定外，合作各方以其投资或者提供的合作条件为合作企业承担责任。 |
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合作企业以其全部资产对合作企业的债务承担责任。” |
III.Article 44 of the Rules stipulates:
．．．．．． | |
说明：依照本条第一款和《中华人民共和国公司法》第十八条的规定，凡经批准设立的具备中国法人资格的合作企业，其组织形式为有限责任公司。
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