Attention, foreign-funded enterprises! The five-year transition period for adapting to the new Foreign Investment Law is nearly over. Ensure that all necessary changes are made before the deadline of the end of this year.

1. What is the five-year transition period?

The Foreign Investment Law of the People's Republic of China came into effect on January 1, 2020. Simultaneously, the previous three laws on foreign investment—the Law on Sino-Foreign Equity Joint Ventures, the Law on Wholly Foreign-Owned Enterprises, and the Law on Sino-Foreign Cooperative Joint Ventures—were repealed.

Foreign-funded enterprises established under these three previous laws that do not comply with the mandatory provisions of the Company Law or the Partnership Enterprise Law regarding organizational form and structure must make adjustments and apply for a change of registration within five years of the implementation of the Foreign Investment Law (from January 1, 2020 to December 31, 2024).

From January 1, 2025, market supervision departments will no longer process any change registrations or record filings for foreign-invested enterprises that have not made the necessary adjustments. These circumstances will be made public.

2. How to determine if an enterprise falls within the transition period?

(1) Check the establishment date: Registered before January 1, 2020;

(2) Check the company’s articles of association: The highest authority is the board of directors or a joint management committee;

(3) Check the enterprise type: Includes terms like "joint venture" or "cooperation" (e.g. Sino-foreign joint ventures, Sino-foreign cooperative ventures, joint ventures with Hong Kong, Macao or Taiwan).

If all three conditions are met, a timely transition is required!

3. What changes might be involved for enterprises in the transition period?

Foreign-funded companies established before January 1, 2020, that have organizational structures, methods of appointing legal representatives or directors, and decision-making mechanisms that do not comply with the mandatory provisions of the Company Law must amend their articles of association and apply to the registration authority for changes in registration, filing of articles of association, or filing of directors.

4. What materials are required for change in registration?

(1) "Company Registration (Filing for Record) Application Form";

(2) Resolution by the enterprise’s original authority on adjusting its highest authority to the shareholders' meeting. The original authority (board of directors or joint management committee) must make a resolution to change the highest authority to the shareholders' meeting and adjust the company type, signed by all directors or joint management committee members;

(3) Resolution by the shareholders’ meeting or shareholders, signed and stamped by all shareholders, confirming the new articles of association and current list of directors;

(4) Amended articles of association confirmed by the legal representative’s signature;

(5) Return of the original business license and its copies if a paper version was issued.

For other changes in registration, submit the relevant materials as per the requirements of the State Administration for Market Regulation.

5. How to apply for changes or record filing?

(1) Online application: Log on to "Shanghai Online Business Registration" (https://yct.sh.gov.cn/portal_yct/), click "Change" and follow the system prompts.

(2) Offline submission of paper materials: Visit the registration window of the Shanghai Municipal Administration for Market Regulation or district government service centers for on-site consultation and processing.

Source: Shanghai Municipal Administration for Market Regulation

The English version is for reference only; the official Chinese document shall prevail.