中华人民共和国外商投资法The foreign investment law of the PRC
第一章 总 则 Chapter Ⅰ General Principles
第二章 投资促进 Chapter Ⅱ Investment Promotion
第三章 投资保护 Chapter Ⅲ Investment Protection
第四章 投资管理 Chapter Ⅳ Investment Management
第五章 法律责任 Chapter Ⅴ Legal Responsibility
第六章 附 则 Chapter Ⅵ Supplementary Articles
第一章 总 则
Chapter Ⅰ General Principles
Article 1 With a view to further expanding the opening to the outside world, positively promoting the foreign investment, protecting lawful rights and interests of foreign investment, standardizing the management of foreign investment, pushing ahead to form the pattern of all-round opening up and facilitating healthy development of socialist market economy, this law is enacted in accordance with the constitution.
Article 2 This law is applicable to foreign investment in the People's Republic of China.
The term "foreign investment" as used in this law refers to the investment activities directly or indirectly carried out by foreign natural person, enterprise or other organizations (hereinafter referred to as "foreign investors") within the territory of China, including the following situations:
(1) Foreign investor, alone or together with other investors, establish foreign-invested enterprises within the territory of China;
(2) Foreign investors obtain the share, equity, property or other similar rights and interests of a domestic enterprise in China;
(3) Foreign investor, alone or with other investors, invest in new projects within the territory of China;
(4) Other forms of investment as prescribed by laws, administrative regulations or the state council.
The term "foreign-invested enterprises" as used in this law refers to those wholly or partly invested by foreign investors and registered in China in accordance with Chinese laws.
Article 3 The state adheres to the basic state policy of opening up and encourages foreign investors to invest in China in accordance with the law.
The state adopts a high-level policy of investment liberalization and facilitation, establishes and improves a mechanism for promoting foreign investment, and creates a stable, transparent, predictable and fair market environment for competition
Article 4 The state applies a management system of pre-establishment national treatment (PENT) plus a negative list for foreign investment.
The term "pre-establishment national treatment" refers to the treatment accorded to foreign investors and their investments not less than that accorded to domestic investors and their investments at the stage of investment establishment; The term "negative list" refers to the special administrative measures on access for foreign investment in specific fields stipulated by the state.
The negative list shall be issued or approved by the state council.
Where international treaties and agreements concluded or acceded to by the People's Republic of China provide more preferential treatment for foreign investors, relevant provisions may be followed.
Article 5 The investments of a foreign investor in China, the profits it earns and its other lawful rights and interests are protected by Chinese law.
Article 6 Foreign investors and foreign-invested Enterprises who conduct investment activities within the territory of China must abide by Chinese laws and regulations and must not engage in any activities detrimental to China's national security and public interest.
Article 7 The commercial administration and investment administration department of the state council shall, according to the assignment of responsibilities, carry out the promotion, protection and management of foreign investment. Other relevant departments under the state council shall, within the scope of their respective official duty, be responsible for the promotion, protection and administration of foreign investment
The relevant departments of the local people's governments at or above the county level shall, in accordance with laws and regulations and the division of duties as determined by the people's governments at the corresponding levels, carry out the work of promotion, protection and management of foreign investment.
Article 8 The staff and workers of foreign-invested enterprises shall legally establish labor union, carry out activities of labor union and safeguard the lawful rights and interests of the staff and workers. Foreign-invested enterprises should provide necessary conditions for their labor unions to conduct activities.
Chapter Ⅱ Investment Promotion
Article 9 All policies of the state in support of the development of foreign-invested enterprises shall be equally applied in accordance with the law.
Article 10 In formulating laws, regulations and rules relating to foreign investment, the opinions and suggestions of foreign-invested enterprises shall be solicited in an appropriate manner.
Normative documents and judicial documents relating to foreign investment shall be published in a timely manner according to law.
Article 11 The state shall establish and improve the service system for foreign investment, and provide consultation and services on laws, regulations, policies, measures and investment projects for foreign investors and foreign-invested enterprises.
Article 12 China shall establish a multilateral and bilateral mechanism of investment promotion and cooperation with other countries, regions and international organizations to strengthen international communication and cooperation in the field of investment
Article 13 The state establishes special economic zones as necessary, or implements experimental policies and measures for foreign investment in some areas to promote foreign investment and open wider to the outside world.
Article 14 In accordance with the needs of national economy and social development, the state encourages and guides foreign investors to invest in specific industries, fields and areas. Foreign investors and foreign-invested enterprises may enjoy preferential treatment in accordance with laws, administrative regulations or the provisions of the state council.
Article 15 The state ensures that foreign-invested enterprises equally participate in the formulation of standards in accordance with the law, and strengthens standard-setting information disclosure and social supervision.
Compulsory standards formulated by the state shall apply equally to foreign-invested enterprises.
Article 16 The state guarantees that foreign-invested enterprises shall participate in government procurement activities through fair competition in accordance with the law.
In accordance with the law, government procurement shall treat equally the products and services produced within the territory of China by foreign-invested enterprises.
Article 17 Foreign-invested enterprises may, in accordance with the law, raise funds through public issuance of securities such as stocks and corporate bonds and by other means.
Article 18 Local people's governments at or above the county level may, in accordance with the provisions of laws, administrative rules and local regulations, formulate policies and measures for the promotion and facilitation of foreign investment within their statutory limits of authority.
Article 19 People's governments at all levels and their departments concerned shall, in accordance with the principle of convenience, efficiency and transparency, simplify their procedures, improve their efficiency, optimize their government services and further raise the level of services for foreign investment.
The administrative departments concerned shall compile and publish guidelines on foreign investment to provide services and convenience for foreign investors and foreign-invested enterprises.
Chapter Ⅲ Investment Protection
Article 20 The state does not expropriate foreign investors' investments.
Under special circumstances, the state may, in the interest of the public, expropriate or requisition the investment of a foreign investor in accordance with the provisions of the law. Expropriation and requisition shall be conducted in accordance with legal procedures and fair and reasonable compensation shall be made in a timely manner.
Article 21 Contribution of capital, profit, capital gain, income from asset disposal, royalties for intellectual property, compensation obtained according to law and liquidation income of foreign investors within the territory of the People's Republic of China can be freely remitted in and out by RMB or foreign exchange according to law.
Article 22 The state protects the intellectual property of foreign investors and foreign-invested enterprises, and protects the lawful rights and interests of the owners of intellectual property and the relevant owners of intellectual property; Infringement of intellectual property shall be investigated for legal responsibility in strict accordance with the law.
The state encourages technical cooperation in the course of foreign investment on the basis of voluntary principle and commercial rules. The conditions for technical cooperation shall be determined by all parties of investment through consultation in accordance with the principle of fairness. No administrative organ or its personnel may use administrative means to compulsorily transfer technology.
Article 23 Administrative organs and their personnel shall, in accordance with law, keep secret about their familiar foreign investors, commercial secrets of foreign-invested enterprises in the course of performing their duties, and shall not disclose them or illegally provide them to others.
Article 24 All levels of people's governments and their relevant departments shall formulate normative documents concerning foreign investment in accordance with the provisions of laws and regulations. Without the basis of laws and administrative regulations, the lawful rights and interests of foreign-invested enterprises shall not be diminished, their obligations shall not be increased, conditions for market access and withdrawal shall not be established, and normal activities of production and operation for foreign-invested enterprises shall not be interfered.
Article 25 All levels of local people's governments and their relevant departments shall fulfill the policy commitments and the various contracts made to foreign investors and foreign-invested enterprises according to law.
When it is necessary for the national interest and public interest to change the commitments of policy and contract, it shall be proceeded in accordance with the statutory limits and procedures, and compensation shall be made to foreign investors and foreign-invested enterprises for the losses thus incurred.
Article 26 The state shall establish a complaint mechanism for foreign-invested enterprises, promptly deal with problems reported by foreign-invested enterprises or their investors, and harmoniously improve relevant policies and measures.
Where a foreign-invested enterprise or its investors believe that the acts of administrative organs and their staff have infringed upon their legitimate rights and interests, it may apply for a coordinated settlement through the complaint mechanism of the foreign-invested enterprise. In addition to the complaint mechanism of the foreign-invested enterprise, It may also apply for administrative review and bring up an administrative litigation.
Article 27 Foreign-invested enterprises may legally establish and voluntarily participate in chambers of commerce and association. Chambers of commerce and associations carry out relevant activities in accordance with the provisions of laws, regulations and rules so as to safeguard the legitimate rights and interests of their members.
Chapter Ⅳ Investment Management
Article 28 Foreign investors are not allowed to invest in areas that are prohibited by negative list of access for foreign investment.
The negative list for access to foreign investment stipulates areas where investment is restricted, and foreign investors shall meet the conditions stipulated in the negative list for these restricted areas.
In areas other than the negative list for access to foreign investment, the administration shall be conducted in accordance with the principle of consistency between domestic and foreign investment
Article 29 Where foreign investment needs to be approved and put on record for investment projects, the relevant provisions of the state shall be applied.
Article 30 Where a foreign investor invests in an industry or field for which a license is required, it shall go through the relevant licensing procedures according to law.
The administrative departments concerned shall, in accordance with the conditions and procedures consistent with the domestic capital, examine and verify the application for permission of the foreign investor, except as otherwise stipulated by laws and administrative regulations.
Article 31 The organizational form and activity principle of foreign-invested enterprises shall apply to the company law of the PRC, the partnership enterprise law of the PRC and other laws.
Article 32 In carrying out production and operation activities, foreign-invested enterprises shall abide by the provisions of the laws and administrative regulations on labor protection and social insurance to handle matters concerning taxation, accounting and foreign exchange, and accept the supervision and inspection conducted by the relevant departments.
Article 33 If a foreign investor acquires a domestic enterprise or otherwise participates in the concentration of business operators, it shall be subject to the examination of the concentration of operator in accordance with the anti-monopoly law of the PRC.
Article 34 The state shall establish a foreign-invested information reporting system. Foreign investors or foreign-invested enterprises shall submit their investment information to the commercial administrative department through the enterprise registration system and the publicity system of enterprise credit information.
The contents and scope of the foreign-invested reporting information shall be in accordance with the truly necessary principles; Investment information that can be obtained through information sharing among departments shall not be required to be submitted again.
Article 35 The state establishes the security examination system for foreign investment and conducts security examination for foreign investment that affects or may affect state security.
The decision of security review made according to law shall be final.
Chapter Ⅴ Legal Responsibility
Article 36 Where a foreign investor invests in an area prohibited by the negative list on access to foreign investment, the administrative departments concerned shall order it to stop its investment activities, dispose of its stocks and assets within a time limit or take other necessary measures to restore the status quo; If any illegal gains are obtained, the illegal gains shall be confiscated.
Where a foreign investor's investment activities violate the special administrative measures on restrictive access as stipulated in the negative list of access to foreign investment, the administrative departments concerned shall order it to make corrections within a time limit and take necessary measures to meet the requirements of the special administrative measures on access; Failure to make corrections within the time limit shall be handled in accordance with the provisions of the preceding clause.
Where a foreign investor's investment activities violate the provisions of the negative list on access to foreign investment, it shall, in addition to being handled in accordance with the provisions of the preceding two clauses, bear corresponding legal liabilities according to law.
Article 37 Where a foreign investor or a foreign-invested enterprise, in violation of the provisions of this law, fails to submit investment information in accordance with the requirements of the foreign-invested information reporting system, the commercial administration department shall order it to make corrections before the deadline. Those who fail to do so shall be imposed a fine of not less than 100,000 yuan but not more than 500,000 yuan.
Article 38 Violations of laws and regulations by foreign investors and enterprises foreign-invested shall be investigated and punished by relevant departments and recorded into the credit information system in accordance with the relevant provisions of the law.
Article 39 Any staff of the administrative organ who abuses his power，neglects his duty, practices favoritism and fraudulence, or discloses and provides familiar commercial secrets to others in the promotion, protection and management of foreign investment, shall be punished according to law; If the case constitutes a crime, criminal responsibility shall be investigated according to law.
第六章 附 则
Chapter Ⅵ Supplementary Articles
Article 40 Where any country or region adopts discriminatory prohibitions or restrictions or other similar measures against the PRC in respect of investment, the People's Republic of China may, in light of the actual situation, take corresponding measures against the country or region.
Article 41 Where there are other provisions for foreign investors to invest in the banking, securities, insurance and other financial sectors within the territory of China, or to make investments in the securities market, foreign exchange market and other financial markets, such provisions shall be applied.
Article 42 The foreign investment law of the PRC shall go into effect on January 1st, 2020.