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	OFFICIAL REPLY OF THE STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE CONCERNING REGISTRATION OF CHANGE OF THE LEGAL REPRESENTATIVES OF FOREIGN-FUNDED ENTERPRISES

	(No.75 [2003] of the State Administration for Industry and Commerce promulgated on June 6, 2003)


SUBJECT : FOREIGN-FUNDED ENTERPRISES; ALTERATION REGISTRATION OF THE LEGAL REPRESENTATIVES
ISSUING DEPARTMENT : STATE ADMINISTRATION FOR INDUSTRY AND COMMERCE OF THE PEOPLE'S REPUBLIC OF CHINA
ISSUE DATE : 06/06/2003
IMPLEMENT DATE : 06/06/2003
LENGTH : 339 words
TEXT :

Regarding request for instructions on the relevant issues concerning the alteration registration of the legal representatives of foreign-funded enterprises (No.130 [2003] of the Administration of Industry and Commerce of Shanghai Municipality), we hereby reply as follows upon deliberation:

I. The alteration of the legal representative of a foreign-funded enterprise shall be governed by the Provisions on the Administration of Registration of Legal Representatives of Enterprise Legal Persons (hereinafter referred to the Provisions).

II. Where the articles of association of a foreign-funded enterprise expressly provides that the alteration of its legal representative must be subject to the resolution or confirmation by the board of directors, such alteration shall be submitted to the board of directors for resolution.

Where the original legal representative of an incorporated foreign-funded enterprise fails to or is unable to perform his duties, and as a result the board of directors are unable to hold the meeting pursuant to the statutory procedures, the meeting may be held and presided over by more than half of the directors or by the shareholder with the largest capital contribution or by the shareholder holding the most voting rights or the representative delegated thereby to make a resolution according to law. At the same time, the certificate proving that the original legal representative fails to or is unable to perform his duties shall be submitted.

III. Where the articles of association of a foreign-funded enterprise expressly provides that the alteration of the legal representative shall be subject to the designation by the shareholders or the negotiation among the shareholders, there is no need to submit a resolution of the board of directors. The applicant shall, pursuant to Article 6 of the Provisions, submit the documents required, among which, the types of the dismissal or appointment documents shall be determined according to the methods of selecting the legal representative prescribed in the articles of association, and such documents shall include the designation documents issued by the party with the due power and the documents of negotiation and confirmation of the investing parties.