Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA)

Distribution Services

Relevant Mainland Rules and Regulations

Rules and regulations promulgated by the Mainland authorities relating to the implementation of commitments under CEPA :

Measures for Administration / Rules

• "Rules on Foreign-invested Investment Company" (Decree of the Ministry of Commerce No. 22 [2004] - Nov 2004) (in Chinese only)
• "Supplementary Rules on Foreign-invested Investment Company" (Decree of the Ministry of Commerce No. 3 [2006] - May 2006) (in Chinese only)
• "Rules on Merge of Local Enterprises by Foreign Investors"(Decree of the Ministry of Commerce No. 6 [2009] - Jun 2009) (in Chinese only)
• "Measures on the Implementation of Security Review System Regarding Merger and Acquisition of Domestic Enterprises by Foreign Investors" (Circular of the Ministry of Commerce No. 53 [2011] - Aug 2011) (in Chinese only)
• "Decisions of the State Council to Repeal and Amend some Administrative Regulations"(Decree of the State Council No.648 - Feb 2014) (in Chinese only)
• "Administrative Measures on the Registration of Company Registered Capital"(Decree of the State Administration for Industry and Commerce No. 64 - Feb 2014)(in Chinese only)
• "Measures for List of Items for Approval and Record on Foreign Investment" (Decree of the National Development and Reform Commission No.12 [2014] - May 2014) (in Chinese only)
• "Administrative Measures for the Record Filing of Commercial Franchises" (Order of the Ministry of Commerce No. 5 - Dec 2011)(in Chinese only)
• "Measures for the Administration of Information Disclosure of Commercial Franchises" (Decree of the Ministry of Commerce No. 2 - Feb 2012) (in Chinese only)
• "Ministry of Commerce's Decision on the Amendment of Certain Regulations and Regulatory Documents" (Decree of the Ministry of Commerce No. 2 - Oct 2015) (in Chinese only)
• "Decision of the State Council on Cancelling a Batch of Items Subject to Administrative Examination and Approval" (3 Aug 2018) (in Chinese only)
• "Decision on Amending 4 Regulations Including the "Implementation Rules Relating to the Regulations of the People's Republic of China on Administration of the Registration of Enterprise Legal Persons" (8 Aug 2019) (in Chinese only)
• "Decision of the Ministry of Commerce on the Abolishment and Amendment of Certain Regulations" (Decree of the Ministry of Commerce No. 1 [2019] - Nov 2019) (in Chinese only)
• "Measures for Information Reporting of Foreign Investment" (Decree of the Ministry of Commerce and the State Administration for Market Regulation No. 2 [2019] - Dec 2019) (in Chinese only)
• "Measures on Security Review on Foreign Investment" (Decree of the National Development and Reform Commission and the Ministry of Commerce No. 37 [2020] 19 December 2020) (in Chinese only)
• "Regulations Adjusted for Service Trade in Pilot Areas" (Decree of the State Council No. 94 [2021] 9 October 2021) (in Chinese only)
• "Decision of the Ministry of Commerce on Amending the "Administrative Measures for the Record Filing of Commercial Franchises" (Order of the Ministry of Commerce No. 3 - Dec 2023) (in Chinese only)

Notices / Circulars

• "Notice on Widening the Business Scope of Foreign-invested Non-Commercial Enterprises" (Circular of the Ministry of Commerce No. 9 [2005] - Apr 2005) (in Chinese only)
• "Notice Concerning Entrustment of the Approval of Foreign Invested Commercial Enterprises to Local Authorities" (Circular of the Ministry of Commerce No. 94 [2005] - Dec 2005) (in Chinese only)
• "Notice Concerning Delegation of Authority to National Economic and Technological Development Zones to Approve Establishment of Foreign-invested Enterprises" (Circular of the Ministry of Commerce No. 102 [2005] - Feb 2006) (in Chinese only)
• "Circular on Delegation of Approval Authority for Foreign-invested Project" (Circular of the National Development and Reform Commission No. 914 [2010] - May 2010) (in Chinese only)
• "Notice on the Establishment of Security Review System Regarding Merger and Acquisition of Domestic Enterprises by Foreign Investors" (Circular of the State Council No. 6 [2011] - Feb 2011) (in Chinese only)
• "Notice on Enhancing the Administrative Measure for Foreign-invested Investment Companies" (Circular of the Ministry of Commerce No. 1078 [2011] - Dec 2011) (in Chinese only)
• "Notice on the Issuing of the Scheme for Reform of the Registered Capital Registration Systems"(Circular of the State Council No.7 - Feb 2014 ) (in Chinese only)
• "Notice on Accomplishing the Registration Work after Changing Pre-Examination and Approval Items of Industrial and Commercial Registration to Post-Examination and Approval of the State Administration for Industry and Commerce" (Circular of the State Administration for Industry and Commerce No.154 [2014]) (in Chinese only)
• Notice Concerning the Improvement of Work on Approval and Administration of Foreign Investment" (Circular of the Ministry of Commerce No. 314 [2014] - Jun 2014) (in Chinese only)
• "Notice on Issues Related to Information Reporting of Foreign Investment" (Announcement of the Ministry of Commerce No. 62 [2019] - Dec 2019) (in Chinese only)
• "Notice on Fulfilling the Registration Work of Foreign-invested Enterprises for the Implementation of the 'Foreign Investment Law'" (Notice of the State Administration for Market Regulation No. 247 [2019] - Dec 2019) (in Chinese only)
• "Circular on Deepening the Reform of 'Separating Operating Permits and Business Licenses' to Further Boost the Vitality of Market Entities for Development" (3 June 2021) (in Chinese only)
• "Role of the State Administration for Market Regulation on Implementing the Deepening of the Reform of 'Separating Operating Permits and Business Licenses'" (6 Jul 2021) (in Chinese only)
• "Notice of the Ministry of Commerce Regarding the Implementation of the Work on Deepening the Reform of 'Separating Operating Permits and Business Licenses' to Further Boost the Vitality of Market Entities for Development" (15 July 2021) (in Chinese only)

Guidelines

• Application Guidelines for Foreign-invested Enterprises (Aug 2005) (in Chinese only)
• "Special Administrative Measure on the Entry of Foreign Investment (Negative List) (2021 Version)" (in Chinese only)
• Tax Policy Guidelines for Stabilisation of Foreign Trade and Investment (June 2022) (in Chinese only)

Laws / Regulations

• "Regulations on Administering Commercial Franchises" (Order of the State Council of the People's Republic of China No. 485 - Feb 2007)(in Chinese only)
• "Regulations on Direct Selling" (Amended in 2017) (Order of the State Council of the People's Republic of China No. 676 - Mar 2017) (in Chinese only)
• "Regulations on Banning of Pyramid Sales" (Order of the State Council of the People's Republic of China No. 444 - Aug 2005) (in Chinese only)
• "Company Law of the People's Republic of China" (Amended in 2023) (Approved at the Seventh Session of the Standing Committee of the Fourteenth National People's Congress) (Promulgated on 29 Dec 2023) (in Chinese only)
• "Foreign Investment Law of the People's Republic of China" (Approved at the Second Session of the Thirteenth National People's Congress) (Promulgated on 15 March 2019) (in Chinese only)
• "Implementation Regulations of the Foreign Investment Law of the People's Republic of China" (Order of the State Council of the People's Republic of China No. 723 - Dec 2019) (in Chinese only)

For regulations of special commodity distribution and regulations of Archival Filing and Registration of Foreign Trade Operators, please refer to the "Easy Guide on Distribution Services" prepared by the Trade and Industry Department (in Chinese only)

Enquiries concerning the application procedures and requirements for the establishment of foreign-invested distribution enterprises can be directed to :

• The Ministry of Commerce of People's Republic of China
  ( Website: http://www.mofcom.gov.cn )