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Chinese Foreign Investment Law: Legislation Tracker
Practical Law UK Legislation Tracker w-024-3295 (Approx. 14 pages)
Chinese Foreign Investment Law: Legislation Tracker
| Maintained • China |
A Tracker to monitor the progress of key China legislation enacted, repealed or amended due to the Foreign Investment Law (FIL) reform. It also monitors FIL-related legislation sitting on Practical Law China's watch list. The Tracker links to corresponding government legislation pages (Chinese versions only). It also links to Practical Law China's coverage and commentary on related developments.
From 1 January 2020, the Foreign Investment Law 2019 (2019 FIL) becomes the unified, basic law regulating Chinese foreign investment, repealing and replacing China's three foreign investment laws that had been in place for decades. Under the new regime, the corporate governance distinctions that once existed between foreign-invested enterprises (FIEs) and the investment vehicles available to domestic investors have been abolished (subject to the five-year grandfathering period for legacy FIEs). The 2019 FIL, the Implementing Regulations of the Foreign Investment Law 2019 (2019 FIL Implementing Regulations, with effect from 1 January 2020) and a flurry of other implementing rules and normative documents, usher in a new era of foreign investment administration in China.
(For a comprehensive introduction of the 2019 FIL, see Legal Update, China enacts unified Foreign Investment Law; for an overview of China's reformed foreign investment regime, see Practice Note, Chinese Foreign Investment Law.)
It is expected that many of China's existing regulations are to be amended or even repealed, and more new ones are to be enacted as an on-going legislative project as the country transitions to the new era.
This Tracker monitors the progress of key China legislation enacted, repealed or amended due to the FIL reform. It also monitors FIL-related legislation sitting on Practical Law China's watch list, that is, those salient ones widely speculated for amendments or overhauls to be consistent with the new era.
The Tracker links to corresponding government legislation pages (Chinese versions only). It also links to Practical Law China's coverage and commentary on related developments.
FIL: Main Legislation
Promulgation Date | Legislation | Promulgating Institution | Effective Date | Practical Law Coverage |
15 March 2019 | 2019 FIL (外商投资法) | 1 January 2020 | ||
30 October 2019 | Opinions of the State Council on Furthering Effective Use of Foreign Capital 2019 (国务院关于进一步做好利用外资工作的意见) | 30 October 2019 | ||
26 December 2019 | 2019 FIL Implementing Regulations (外商投资法实施条例) | State Council | 1 January 2020 | |
26 December 2019 | Interpretations of the SPC on Several Issues concerning the Application of the Foreign Investment Law 2019 (最高人民法院关于适用《中华人民共和国外商投资法》若干问题的解释) | Supreme People's Court (SPC) | 1 January 2020 |
Negative List
Promulgation date | Legislation | Promulgating Institution | Effective Date | Practical Law Coverage |
27 December 2021 | Special Management Measures for the Market Entry of Foreign Investment (Negative List) (2021 Version) (外商投资准入特别管理措施(负面清单) (2021年版)) |
| 1 January 2022 | |
27 December 2021 | Special Management Measures for the Market Entry of Foreign Investment in Pilot Free Trade Zones (2021 Version) (自由贸易试验区外商投资准入特别管理措施(负面清单) (2021年版)) |
| 1 January 2022 | |
12 March 2022 | Notice on Printing and Distribution of the "Market Access Negative List (2022 Version)" (关于印发 《市场准入负面清单（2022年版）》的通知) |
| 12 March 2022 | |
26 October 2022 | Catalogue of Foreign Investment in Encouraged Industries (2022 Version) (鼓励外商投资产业目录(2022年版)) |
| 1 January 2023 |
Information Reporting
For a comprehensive overview of the foreign investment information regime, see Practice Note, Foreign Investment Information Reporting in China.
Promulgation Date | Legislation | Promulgating Institution | Effective Date | Practical Law Coverage |
30 December 2019 | Measures for Foreign Investment Information Reporting 2019 (外商投资信息报告办法) (2019 Information Reporting Measures) |
| 1 January 2020 | |
31 December 2019 | Announcement on the Submission of Annual Reports for 2019 Foreign Investment Information Reporting (关于开展2019年度外商投资信息报告年度报告的公告) |
| 1 January 2020 | |
31 December 2019 | Announcement 2019 No. 62 of the Ministry of Commerce -Announcement on Matters Relating to Foreign Investment Information Reporting (商务部公告2019年第62号——关于外商投资信息报告有关事项的公告) | MOFCOM | 1 January 2020 | |
31 December 2019 | Notice on Implementing the Foreign Investment Law and Doing a Good Job in the Registration of Foreign-invested Enterprises 2019 (关于贯彻落实《外商投资法》做好外商投资企业登记注册工作的通知) | SAMR | 31 December 2019 | |
6 January 2020 | SAMR interpretations of the Notice on Implementing the Foreign Investment Law and Doing a Good Job in the Registration of Foreign-invested Enterprises (市场监管总局登记注册局负责人就《关于贯彻落实〈外商投资法〉做好外商投资企业登记注册工作的通知》进行解读) | SAMR | 6 January 2020 | |
27 December 2019 | Notice on Doing a Good Job in the "Integration of Multiple Reports" Annual Reporting Reforms 2019 (关于 做好年报“多报合一”改革有关工作的通知) |
| 27 December 2019 |
FIL-Related Legislation: Repealed
Sector/topic | Legislation (repealed) | Source of repeal |
EJV | ||
CJV | ||
WFOE | ||
MOFCOM record-filing | ||
Aviation | ||
Construction |
MOFCOM Circular 3/2019
On 28 December 2019, MOFCOM issued MOFCOM Circular 3/2019 (商务部关于废止部分规章的决定), which repealed (with effect from 1 January 2020) the following six departmental rules that were issued by MOFCOM or jointly with other State Council agencies:
- Interim Provisions on Certain Issues Concerning the Establishment of Foreign-Invested Joint Stock Companies 1995 (关于设立外商投资股份有限公司若干问题的暂行规定).
- Certain Provisions on Change of the Equity Interests of the Investors of a Foreign-Invested Enterprise 1997 (外商投资企业投资者股权变更的若干规定).
- Interim Provisions on the Absorption of Foreign Capital by Financial Asset Management Companies Partaking in the Reorganization and Disposal of Assets 2001 (金融资产管理公司吸收外资参与资产重组与处置的暂行规定).
- Implementation Rules for the Administration of the Automatic Import License for Foreign-Invested Enterprises 2002 (外商投资企业自动进口许可管理实施细则).
- Measures for the Administration of Foreign-Invested Mineral Exploration Enterprises 2008 (外商投资矿产勘查企业管理办法).
- Interim Provisions on Equity Contribution Involving Foreign-Invested Enterprises 2012 (关于涉及外商投资企业股权出资的暂行规定).
MOFCOM Bulletin 59/2019
On 25 December 2019, MOFCOM issued MOFCOM Bulletin 59/2019 (商务部关于废止部分规范性文件的公告), which repealed, with effect from 1 January 2020, 56 of normative documents issued by various departments of MOFCOM or its predecessor agency, including the following documents that were once well-known in the pre-FIL era of Chinese foreign investment governance:
- Notice on Issues Concerning Implementation of the "Interim Provisions on the Duration of Operation of A Sino-Foreign Equity Joint Venture Enterprise" 1991 (关于实施《中外合资经营企业合营期限暂行规定》有关问题的通知).
- Reply on the Question of Foreign Companies' Mortgage of their Property or Rights 1996 (关于对外资企业将其财产或者权益对外抵押问题的答复).
- Notice on Improving Work Related to Foreign Investment in Real Estate Sector 2008 (关于做好外商投资房地产业备案工作的通知).
- Notice on Issues Related to Delegating Powers on Examination and Approval of Foreign Investment to Authorities at Lower Levels 2010 (关于下放外商投资审批权限有关问题的通知).
- Notice on Improving the Record-Filing of Foreign Investment in Real Estate 2014 (关于改进外商投资房地产备案工作的通知).
State Council Decree No. 732/2020
- On 29 November 2020, the State Council issued State Council Decree No. 732/2020, which amended 22 departmental regulations and repealed Measures for the Administration of the Establishment of Partnership Enterprises in the Territory of China by Foreign Enterprises or Individuals 2009 (外国企业或者个人在中国境内设立合伙企业管理办法), with immediate effect.
FIL-Related Legislation: Amended
Sector/Topic | Legislation (Amended) | Source of Amendment | Effective Date | Practical Law Coverage |
Aviation | Regulations on Nationality Registration of Civil Aircraft 1997 (民用航空器国籍登记条例) | State Council Decree No. 732/2020 | 29 November 2020 | |
Banking | Administrative Regulations on Foreign-Invested Banks 2014 (外资银行管理条例) | 30 September 2019 | ||
Culture |
| State Council Decree No. 732/2020 | 29 November 2020 | |
Insurance |
|
| 30 September 2019 and 10 March 2021 respectively | |
Investment from Taiwan |
| 1 January 2020 | ||
State Council Decree No. 732/2020 | 29 November 2020 | |||
HR agency | Interim Administrative Provisions for Sino-Foreign Equity Joint Venture Talent Intermediary Agencies 2015 (中外合资人才中介机构管理暂行规定) | 31 December 2019 | ||
Technology import | Regulations on the Administration over Technology Import and Export 2019 (技术进出口管理条例) | State Council Decree No. 732/2020 | 29 November 2020 | |
Travel agency | Regulations on Travel Agencies 2017 (旅行社条例) | State Council Decree No. 732/2020 | 29 November 2020 | |
Telecoms | Provisions on the Administration of Foreign-Invested Telecom Enterprises 2016 (外商投资电信企业管理规定) | 1 May 2022 |
FIL-Related Legislation: Watch List
Sector/Topic | Key Legislation to Be Amended or Revoked | Practical Law Coverage on Latest Development |
Inbound acquisition | ||
Foreign strategic investment in listed companies | ||
Culture |
| |
Education | ||
Provisions on the Establishment of Investment Companies by Foreign Investors 2015 (商务部关于外商投资举办投资性公司的规定) | ||
Healthcare | ||
Onshore reinvestment | Interim Provisions on Investment Made by Foreign-Invested Enterprises in China 2000 (外贸易经济合作部、国家工商行政管理局关于外商投资企业境内投资的暂行规定) | |
Total investment |