Administrative Measures for the Business Offices in Shanghai Established by Overseas Arbitration Institutions

Article 1

With a view to regulating the arbitration business offices established by overseas arbitration institutions and the business activities of these business offices in this Municipality, these Measures are formulated in accordance with relevant provisions of the Overall Plan for the Lin-gang Special Area of China (Shanghai) Pilot Free Trade Zone, the Regulations of Shanghai Municipality on Promoting the Building of an International Commercial Arbitration Center and other related provisions, and in the light of the actual working conditions.

Article 2

These Measures shall apply to overseas arbitration institutions' establishment of business offices within this Municipality, to the business offices' foreign-related arbitration activities, and to relevant administrative activities.

Article 3

For the purpose of these Measures, "overseas arbitration institutions" refers to non-profit arbitration institutions legally established in foreign countries and designated domestic regions, including the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan of China, as well as arbitration and dispute resolution institutions for arbitration activities established by international organizations to which China has acceded.

Article 4

Shanghai Municipal Bureau of Justice (hereinafter referred to as "the Municipal Bureau of Justice") is responsible for registering the establishment of business offices, and supervising and administering their foreign-related arbitration activities.

Article 5

When conducting foreign-related arbitration business activities, the business offices, their persons in charge, staff members, and arbitrators shall abide by the PRC laws, rules and regulations, uphold the professional ethics and discipline of arbitration, and must not undermine China's national sovereignty, security, development interests, or public interests.

Article 6

Where an overseas arbitration institution applies to establish a business office in this Municipality, it shall satisfy the following conditions:

1. It was legally established overseas and has been in valid existence for more than 5 years;

2. It must have substantially engaged in overseas arbitration activities and enjoy high international recognition; And

3. The person in charge of its business office must have full capacity for civil conduct and must not have been criminally penalized for intentional offense.

Article 7

Where an overseas arbitration institution applies to establish a business office in this Municipality, it shall submit an application to the Municipal Bureau of Justice along with the following documents:

1. an application form for the establishment of a business office;

2. supporting documents that comply with the provisions of Article 6 of these Measures;

3. documentation evidencing that the overseas arbitration institution's consent to establish a business office and the appointment of a person in charge of the business office;

4. the articles of association, arbitration rules, fee standards and the list of members of the decision-making body of the overseas arbitration institution;

5. a list of arbitrators or a recommended list of arbitrators by the overseas arbitration institution, if any;

6. proof evidence of the domicile of the business office; and

7. registration forms and identity documents of the person in charge and staff members of the business office.

Where arbitration institutions from the Hong Kong and Macao special administrative regions and Taiwan of China submit the documents listed in the preceding paragraph, they shall complete the relevant certification procedures recognized by the Ministry of Justice of the People's Republic of China. Where other overseas arbitration institutions submit the documents listed in the preceding paragraph that were issued abroad, such documents shall be notarized by a notary office or a notary public in the country where the arbitration institutions are based. If the country is a party to the Convention on Abolishing the Requirement of Legalization for Foreign Public Documents (the Hague Apostille Convention, hereinafter the "Convention"), the notarized documents shall be accompanied by the apostille as prescribed by the Convention; if the country is not a party to the Convention, or if the Convention does not apply between that country and China although that country is a contracting state, the notarized documents shall be authenticated by the Chinese embassy or consulate in that country.

The application materials shall be submitted in duplicate, with foreign language documents accompanied by Chinese translations, with the Chinese translations being official.

Overseas arbitration institutions shall bear the responsibility for the authenticity, legality, and validity of the submitted materials.

Article 8

The Municipal Bureau of Justice shall promptly accept an application accompanied by complete materials that conform to the statutory requirements, and issue a notice of acceptance. In the event of an application with incomplete documents or documents that do not conform to the statutory requirements, the Municipal Bureau of Justice shall notify the applicant of all necessary corrections, either on the spot or within 5 days upon receipt of the application documents. If the Municipal Bureau of Justice fails to notify the applicant within the prescribed time limit, the application shall be deemed to have been accepted as of the date on which the application documents were received.

The Municipal Bureau of Justice shall conduct the review and render a decision to approve or reject the registration within 20 working days from the date of acceptance. If a decision cannot be rendered within 20 working days, an extension of 10 working days may be granted with the approval of the person in charge of the Municipal Bureau of Justice, and the applicant must be notified of the reasons for the extension.

The Municipal Bureau of Justice shall, within 7 working days from the date of the decision to approve the registration, report to the Ministry of Justice of the People's Republic of China for the record, and issue the registration certificate after the Ministry of Justice of the People's Republic of China has assigned a unified social credit code thereto.

Article 9

The registration items for a business office include its name, domicile, person in charge, and business scope.

Article 10

A business office shall promptly submit copies of its tax registration certificate, sample of its seal, bank account information, proof of its office premises, and proof of funds to the Municipal Bureau of Justice for the record.

Article 11

Where a business office requires a change to its registration items, it shall submit an application for registration modification, along with the relevant documents, to the Municipal Bureau of Justice. Upon reviewing and confirming that the application complies with the provisions of these Measures, the Municipal Bureau of Justice shall process the registration modification in accordance with the law within 10 working days from the date of acceptance.

Article 12

The Municipal Bureau of Justice shall process the deregistration of a business office and report to the Ministry of Justice of the People's Republic of China for the record in any of the following cases:

1. The overseas arbitration institution applies for the termination of its business office;

2. The overseas arbitration institution that has established the business office is dissolved;

3. The establishment registration of the business office is revoked in accordance with the law; And

4. Other circumstances as prescribed by laws, rules and regulations.

A business office to be deregistered pursuant to the preceding Paragraph shall undergo liquidation in accordance with the law prior to deregistration.

Article 13

The Municipal Bureau of Justice shall publicly announce the establishment, changes, and deregistration of business offices through its official website and other appropriate channels.

Article 14

Business offices may engage in the following foreign-related arbitration activities in respect of civil and commercial disputes arising in such fields as international commercial affairs, maritime affairs, and investment:

1. acceptance, trial, hearing, and award of cases;

2. case management and related services; and

3. business consultation, guidance, training, and discussion.

Business offices are not permitted to engage in arbitration activities for disputes that do not have foreign-related elements.

For foreign-invested enterprises registered in the China (Shanghai) Pilot Free Trade Zone that agree to submit commercial disputes to a business office with Shanghai as the seat of arbitration, the provisions of the preceding Paragraph shall apply.

Article 15

The Municipal Bureau of Justice encourages business offices to formulate guidelines for ad hoc arbitration services, and provide ad hoc arbitration services such as assistance in the formation of a tribunal based on agreements of the parties or their requests.

Article 16

The Municipal Bureau of Justice encourages and guides business offices to establish centralized offices on this Municipality's relevant dispute resolution platforms and to engage in such activities as foreign-related arbitration.

Article 17

The Municipal Bureau of Justice encourages business offices to carry out the following exchanges and cooperation with local arbitration institutions in this Municipality:

1. entering into cooperation agreements;

2. recommending arbitrators and mediators to each other;

3. providing internship and exchange opportunities to each other;

4. facilitating each other's arbitration activities such as court trials and hearings; and

5. jointly organizing training sessions, conferences, seminars, and promotional activities.

Article 18

The Municipal Bureau of Justice encourages business offices to enjoy policy support in areas of finance, taxation, venues, talents, etc., as well as other facilitation measures including entry and exit convenience and foreign exchange in accordance with relevant national and local provisions.

Article 19

The person in charge of a business office shall work full-time, and neither the person in charge nor any of the staff members may concurrently hold positions in two or more business offices.

Article 20

Business offices are not allowed to establish any branch or representative office.

Article 21

Business offices shall disclose their arbitration rules, lists of arbitrators or recommended arbitrators, service procedures, fee standards, annual business reports and other relevant information in a timely manner.

Article 22

A business office shall submit its work report of the previous year to the Municipal Bureau of Justice before March 31 of each year, which shall include:

1. an overview of the business activities conducted;

2. changes in the lists of arbitrators or recommended arbitrators;

3. changes in staff members;

4. financial audit reports; and

5. other matters that require to be reported.

Article 23

Where an overseas arbitration institution amends its articles of association, arbitration rules, fee standards, or the list of members of the decision-making body, or a business office changes its premises, the business office shall report to the Municipal Bureau of Justice within 10 working days from the date of the change.

Article 24

Where a business office violates the provisions of Item 3 of Article 6 of these Measures, the Municipal Bureau of Justice shall, upon discovery, order it to rectify the violation within a prescribed time limit. Where it refuses to make rectifications within the prescribed time limit or fails to meet the requirements after rectifications, the Municipal Bureau of Justice may deregister the business office.

Where a business office obtains its registration certificate through improper means such as fraud or bribery, the Municipal Bureau of Justice shall deregister it upon discovery.

Article 25

Where a business office violates any provisions of Articles 19-23 of these Measures, the Municipal Bureau of Justice shall, upon discovery, order it to rectify the violation within a prescribed time limit. Where it fails to make rectifications within the prescribed time limit or fails to meet the requirements after rectifications, the Municipal Bureau of Justice may report the information to relevant departments such as people's courts and public security organs, disclose it to the public, and submit it to this Municipality's public credit information service platform in accordance with the law.

Article 26

Where business offices, their persons in charge, or staff members violate China's laws, rules and regulations, or the provisions of these Measures during their business activities, the Municipal Bureau of Justice shall, upon discovery, handle the case in accordance with the law or transfer it to the relevant authorities for handling.

Article 27

If any staff members of the Municipal Bureau of Justice violate laws, rules, regulations, or the provisions of these Measures in the course of their administration of the registration of business offices, they shall be held legally liable in accordance with the law.

Article 28

These Measures shall be effective as of June 1, 2025. The Administrative Measures for the Business Offices in Shanghai Established by Overseas Arbitration Institutions (SMJB D [2024] No. 2) shall be repealed simultaneously. Overseas arbitration institutions shall establish their business offices in China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area in accordance with these Measures.