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Trade and Industry Department The Government of the Hong Kong Special Administrative Region
Brand Hong Kong - Asia world city

Commercial Information Circulars

24-hour hotline : 23 922 922

e-mail address : enquiry@tid.gov.hk

Ref. : TID/MA3 8/1

4 August 2015

Dear Sirs,

Commercial Information Circular No. 756/2015

The Mainland of China : The Establishment of Enterprises and Changes of Contracts and Articles of Association by Hong Kong Service Suppliers investing in Guangdong Province are Subject to Filing of Records instead of Prior Approval

INTRODUCTION

This circular serves to remind traders that with respect to the investments by Hong Kong Service Suppliers (HKSS) in the liberalized service sectors in Guangdong Province under the Agreement between the Mainland and Hong Kong on Achieving Basic Liberalization of Trade in Services in Guangdong ("the Guangdong Agreement"), the establishment of enterprises and changes of contracts and articles of association are subject to filing of records instead of prior approval.

DETAILS

2.The Mainland and Hong Kong signed the Guangdong Agreement on 18 December 2014 under the framework of the Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA). The Guangdong Agreement has been implemented as from 1 March 2015. To facilitate HKSS investing in service sectors opened to Hong Kong in Guangdong Province under the Guangdong Agreement, except for certain specific situations, the establishment of enterprises and changes of contracts and articles of association are subject to filing of records instead of prior approval, to be followed by other applicable procedures in accordance with relevant regulations of the Mainland. The above-mentioned specific exceptional situations include:

  1. The reserved restrictive measures under the Guangdong Agreement, and the establishment and change of a company in telecommunications or cultural service sector or a financial institution are subject to existing foreign investment laws and relevant regulations; and
  2. The establishment and change of commercial presence other than in the form of a company are processed in accordance with the relevant existing regulations.

3.In this connection, the Ministry of Commerce of the People's Republic of China has promulgated the "Administrative Measures for the Record-filing of Investments of Hong Kong and Macao Service Suppliers in Guangdong Province (for Trial Implementation)" (Measures) (please refer to the Appendix in pdf format, available in Chinese only) for implementation with effect from 1 March 2015 and upgraded the Online Administrative System for Foreign Investment to provide the filing function for HKSS to fill in information required. The online filing system has been put in place officially at the following website (please refer to the option for "Filing of Investments by Hong Kong and Macao Service Suppliers" on the webpage): http://wzzxbs.mofcom.gov.cn/app/entp/guide

4. Within the stipulated scope for filing of records, the Measures are applicable to companies newly established in Guangdong Province by HKSS, or Mainland companies invested by HKSS moving into Guangdong Province, or the following changes in companies established by HKSS in Guangdong Province: change in total investments; change in registered capital; change or transfer of share rights or assignment of interests; pledge of share rights; mergers or divisions; change in the scope of business; change in operation duration; early termination; change in investment contribution or duration; withdrawal of investments from the joint venture by Hong Kong and Macao service suppliers; change in company name; or change in registered address. Although the Measures are applicable in Guangdong Province, HKSS' investments in China (Guangdong) Pilot Free Trade Zone are subject to the relevant regulations of the Pilot Free Trade Zone. Presently, the Commerce Departments of Guangzhou, Shenzhen, Zhuhai and Shantou Municipals are responsible for the filing administration of the establishment and change of commercial presence for HKSS in the respective municipals. The filing administration of investments outside the above 4 municipals are dealt with under the Filing System by the Department of Commerce of Guangdong Province. Under normal circumstances, a company will receive a notification of the result of the filing procedures in three working days. After filing, the company can collect the filing certificate at the place of its registration. For other details and regulations of the filing procedures, please refer to the Measures.

5.Under CEPA, HKSS can be a "juridical person" or "natural person". HKSS in the capacity of a juridical person must obtain a Hong Kong Service Supplier Certificate before filing the record. For the requirements and procedures of application for HKSS Certificate, please refer to our Notice to Service Suppliers No. 1/2015 issued on 18 February 2015. HKSS in the capacity of a natural person does not need a HKSS Certificate to file the record.

ENQUIRY

6.If you have any questions on the filing administration, please use the consultation service of the online filing system mentioned in paragraph 3 above or enquire the local Commerce Department in the Mainland.

7.For other enquiries on this circular, please contact us on 2398 5667.

Yours faithfully,
 

(Ms Carmen SHIU)
for Director-General of Trade and Industry

Note: While every effort is made to ensure the accuracy of the above information, the Department cannot guarantee this to be so and will not be held liable for any reliance placed on the same.