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China Law & Practice

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Circular on the Operating Guidelines for Issues Relevant to Requests for Confirmation of Capital Verification Required in the Re-investment of Foreign-invested Companies with an Investment Nature
外商投资性公司再投资所涉验资询证有关问题操作指引的通知

After the foreign-invested company with an investment nature has converted the lawful income derived in China into an increment in registered capital, it may re-invest the same in an enterprise in China.

Issue: September 2011

CLP Reference: 3800/11.03.29

PRC Reference: 汇资函[2011]7号

Promulgated: 29 March 2011

(Issued by the State Administration of Foreign Exchange on March 29 2011.)

(国家外汇管理局于二零一一年三月二十九日发布。)


Hui Zi Han [2011] No.7

汇资函【2011】7 号


Operating Guidelines are hereby formulated for relevant matters in order to further clarify the procedures for the approval involved when foreign-invested companies with an investment nature make domestic investments and for the request for the verification of the capital of their investee enterprises. They are hereby issued to you, please implement accordingly.

为进一步明确外商投资性公司境内投资所渉核准和其所投资企业的验资询证手续,特制订有关事项的操作指引。现发给你们,请遵照执行。


Pursuant to relevant provisions of the Supplementary Provisions on the Investment in, and Establishment of, Companies with an Investment Nature (Order of Mofcom [2006] No.3), when a foreign-invested company with an investment nature re-invests lawful income derived in China (including renminbi profits, capital reductions, liquidation, capital withdrawals, equity transfers, early investment recovery or other lawful income derived in China) in an enterprise in China, the exchange control bureau of the place where the foreign-invested company with an investment nature is located shall first issue a capital-account foreign exchange transaction approval document for a foreign investor increasing the registered capital of the company in question using renminbi profits or other such lawful income derived in China (Re-investment Approval Document).

根据《商务部关于外商投资举办投资性公司的补充规定》(商务部令【2006】第3 号)的有关规定,外商投资性公司以境内合法所得(含人民币利润、减资、清算、撤资、转股、先行回收投资或其他合法境内所得等)再投资境内企业时,均先由外商投资性公司所在地外汇局出具境外投资者以人民币利润等境内合法所得增加该公司注册资本的资本项目外汇业务核准件(以下简称再投资核准件)。



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