Company Structures & Regulations

China in-house interview: Embracing the long arm of the law
Beijing-based Bin Zhou, vice president and general counsel at Sony China, speaks with CLP about his company’s experiences with the anti-monopoly law (AML)

Measures for the Administration of the Equity of Insurance Companies [Full Text Translation]
保险公司股权管理办法
The CIRC may release a major shareholder from the restriction on shareholding percentage if it satisfies certain provisions.

China Insurance Regulatory Commission, Measures for the Administration of the Equity of Insurance Companies [Legislation Digest]
中国保险监督管理委员会保险公司股权管理办法
Shareholding restriction on single shareholders of insurance companies relaxed.

Measures for the Administration of the Information Disclosure of Insurance Companies [Full Text Translation]
保险公司信息披露管理办法
The Measures specify the information that an insurance company is required to disclose as well as the method and time of disclosure.

China Insurance Regulatory Commission, Measures for the Administration of the Information Disclosure of Insurance Companies [Legislation Digest]
中国保险监督管理委员会保险公司信息披露管理办法
Insurance companies required to disclose seven types of information.

China Insurance Regulatory Commission, Provisions on the Administrative Penalty Procedure [Legislation Digest]
中国保险监督管理委员会行政处罚程序规定
Market access prohibition is now an administrative penalty for the insurance industry.

State Administration for Industry and Commerce, Circular on Improving the Enforcement of the Provisions on Employment Restrictions on Legal Representatives of Enterprises with Legal Personality [Legislation Digest]
国家工商行政管理总局关于进一步做好企业法人法定代表人任职限制规定执行工作的通知
SAIC seeks to establish credibility files of legal representatives.

State Administration for Industry and Commerce, Several Opinions on Fully Making Use of the Industry and Commerce Administrative Functions in Order to Better Serve the Development of Foreign-invested Enterprises [Legislation Digest]
国家工商行政管理总局关于充分发挥工商行政管理职能作用进一步做好服务外商投资企业发展工作的若干意见
SAIC issues policies to encourage more foreign investment.

Foreign director liability
With a heightened focus on executive corruption and the new tort law coming into effect in July, three specialists offer their insights on how foreign senior personnel can protect themselves from liability should their companies run into trouble

Measures for the Administration of Insurance Group Companies (Trial Implementation) [Full Text Translation]
保险集团公司管理办法 （试行）
The Measures set forth provisions on the establishment, scope of business, corporate governance, capital management, information disclosure and oversight in connection with insurance group companies.

State Council, Several Opinions on Further Improving the Work on the Use of Foreign Investment [Legislation Digest]
国务院关于进一步做好利用外资工作的若干意见
State Council delegates approval of foreign investment to lower level authorities.

China Insurance Regulatory Commission, Measures for the Administration of Insurance Group Companies (Trial Implementation) [Legislation Digest]
中国保险监督管理委员会保险集团公司管理办法 (试行)
CIRC sets forth the measures for the establishment of insurance group companies.

China Securities Regulatory Commission, Measures on the On-site Inspection of Listed Companies [Legislation Digest]
中国证券监督管理委员会上市公司现场检查办法
CSRC extends the scope of inspection of listed companies.

Rio Tinto case is reminder to keep watchful eye

China Banking Regulatory Commission, Measures for the Administration of Pilot Projects for the Investment by Commercial Banks in the Equity of Insurance Companies [Legislation Digest]
中国银行业监督管理委员会商业银行投资保险公司股权试点管理办法
CBRC sets out certeria criteria for a commercial bank to take an equity interest in an insurance company.

Measures for the Administration of Pilot Projects for the Investment by Commercial Banks in the Equity of Insurance Companies [Full Text Translation]
商业银行投资保险公司股权试点管理办法
The Measures set forth the criteria for a commercial bank to take an equity interest in an insurance company and specify the requirements on different aspects of risk management.

China Banking Regulatory Commission, Guidelines on Information Disclosure in Connection with the Capital Adequacy Ratio of Commercial Banks [Legislation Digest]
中国银行业监督管理委员会商业银行资本充足率信息披露指引
CBRC requires banks to disclose capital adequacy ratio in line with Basel requirements.

Revisit offshore SPVs to avoid taxation

Measures for the Administration of the Establishment of Partnerships in China by Foreign Enterprises or Individuals [Full Text Translation]
外国企业或者个人在中国境内设立合伙企业管理办法
The Measures allow the establishment of a partnership in China by two or more foreign enterprises or individuals, or the establishment of a partnership in China by a foreign enterprise or individual with a Chinese natural person, legal person or other organisation.

UK Bribery Bill: The long arm of the Crown
A new British law will force any company with a business presence in the UK to operate an adequate anti-bribery policy overseas. The burden is likely to be particularly heavy for those operating in China

Ministry of Commerce, Measures for the Review for Concentrations of Business Operators [Legislation Digest]
商务部经营者集中审查办法
Restrictive conditions may be imposed on a concentration transaction.

Shanghai Municipality, Trial Measures for the Examination, Approval and Registration of Debt-for-equity Swaps of Foreign-invested Enterprises [Full Text Translation]
上海市外商投资企业债权转股权审批登记试行办法
Shanghai allows debt-for-equity swaps by foreign-invested enterprises, which require the unanimous consent of all the shareholders of the investee enterprises.

Ministry of Commerce, Measures for the Reporting of Concentrations of Business Operators [Legislation Digest]
商务部经营者集中申报办法
Calculation of the business turnover of a business operator in a concentration clarified.

Measures for the Review for Concentrations of Business Operators [Full Text Translation]
经营者集中审查办法
With a view to eliminating or reducing the effect of eliminating or restricting competition that the concentration of business operators has or could have, restrictive conditions may be imposed on a concentration transaction.

Measures for the Reporting of Concentrations of Business Operators [Full Text Translation]
经营者集中申报办法
Calculation of the business turnover of a business operator in a concentration clarified.

State Council, Measures for the Administration of the Establishment of Partnerships in China by Foreign Enterprises or Individuals [Legislation Digest]
国务院外国企业或者个人在中国境内设立合伙企业管理办法
Government takes significant step toward reform of the foreign-invested partnership rules.

Circular on Strengthening the Administration of Enterprise Income Tax on Income Derived from the Transfer of Equity of Non-tax-resident Enterprises [Full Text Translation]
关于加强非居民企业股权转让所得企业所得税管理的通知
The Circular aims to prevent tax evasion by non-tax-resident enterprises through transfer of equity.

State Administration for Industry and Commerce and Ministry of Public Security, Circular on Further Strengthening Administration of the Registration of Resident Representative Offices of Foreign Enterprises [Legislation Digest]
国家工商行政管理总局、公安部关于进一步加强外国企业常驻代表机构登记管理的通知
Number of foreign representatives is limited to four.

Beijing Municipality, Tentative Measures for the Establishment of Foreign-invested Equity Investment Fund Management Enterprises in Beijing [Full Text Translation]
北京市在京设立外商投资股权投资基金管理企业暂行办法
The registered capital of a foreign-invested equity investment fund management enterprise shall not be less than US$2 million.

State Administration of Taxation, Circular on Strengthening the Administration of Enterprise Income Tax on Income Derived from the Transfer of Equity of Non-tax-resident Enterprises [Legislation Digest]
国家税务总局关于加强非居民企业股权转让所得企业所得税管理的通知
SAT cracks down on tax evasion by non-tax-resident enterprises.

Beijing Municipality, Tentative Measures for the Establishment of Foreign-invested Equity Investment Fund Management Enterprises in Beijing [Legislation Digest]
北京市在京设立外商投资股权投资基金管理企业暂行办法
Beijing allows establishment of PE and VC firms by foreign investors.

Shanghai Municipality, Trial Measures for the Examination, Approval and Registration of Debt-for-equity Swaps of Foreign-invested Enterprises [Legislation Digest]
上海市外商投资企业债权转股权审批登记试行办法
Shanghai allows debt-for-equity swaps by foreign-invested enterprises.

Foreign-invested partnership regulations: radical reform or unmet expectations?
New rules on foreign-invested partnerships have raised hopes of a new investment vehicle for inbound business. But their effectiveness appears limited

Taking security in China
Taking security over assets in China can be challenging, not least due to the various approval and registration requirements for foreign investors