关于外商投资企业合并与分立的规定（中英文对照）
Provisions on The Merger And Division of Enterprises with Foreign Investment
［1999］外经贸法发第395号
各省、自治区、直辖市及计划单列市外经贸委（厅、局）、工商行政管理局：
为规范涉及外商投资企业合并与分立的行为，保护企业投资者和债权人的合法权益，现将《关于外商投资企业合并与分立的规定》印发给你们，请遵照执行。
第一条 为了规范涉及外商投资企业合并与分立的行为，保护企业投资者和债权人的合法权益，根据《中华人民共和国公司法》和有关外商投资企业的法律和行政法规，制定本规定。
Article 1 These Provisions are formulated in
accordance with the Company Law of the People''s Republic of China and the laws and administrative regulations concerning enterprises with foreign investment for the purpose of regulating the acts
relating to the merger and division of enterprises with foreign investment and protecting the legitimate rights and interests of the investors and creditors thereof.
Article 2 These Provisions shall apply to the merger or division of Chinese-foreign equity joint ventures, incorporated Chinese-foreign contractual joint
ventures, foreign-capital enterprises and joint stock limited companies with foreign investment
(hereinafter referred to as companies) that have been set up within the territory of the People''s Republic of China in accordance with the laws of the land. The merger of such a company with a
Chinese-invested company shall be handled with reference to the relevant laws, administrative regulations and these Provisions.
第二条 本规定适用于依照中国法律在中国境内设立的中外合资经营企业、具有法人资格的中外合作经营企业、外资企业、外商投资股份有限公司（以下统称公司）之间合并或分立。
公司与中国内资企业合并，参照有关法律、法规和本规定办理。
Article 3 The term \第三条 本规定所称合并，是指两个以上公司依照Provisions refers to the consolidation through the 公司法有关规定，通过订立协议而归并成为一个公conclusion of agreements into one company of two or 司。 more companies in accordance with the relevant provisions of the Company Law.
The merger of companies may be achieved in two forms: merger by absorption or merger by new establishment.
Merger by absorption refers to a company that absorbs other companies as its own future
公司合并可以采取吸收合并和新设合并两种形式。
吸收合并，是指公司接纳其他公司加入本公司，接纳方继续存在，加入方解散。
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components, the absorbing company continues to exist while the participating ones are dissolved. Merger by new establishment refers to the merging of two or more companies into a new company, with all the participating companies dissolved after the establishment of the new company.
新设合并，是指两个以上公司合并设立一个新的公司，合并各方解散。
Article 4 The term \第四条 本规定所称分立，是指一个公司依照公司of these Provisions refers to the splitting up of a 法有关规定，通过公司最高权力机构决议分成两个company into two or more companies in accordance 以上的公司。 with the relevant provisions of the Company Law and on the resolution of the organ of supreme power of the company.
The division of a company may take the form of 公司分立可以采取存续分立和解散分立两种division by continued existence or division by 形式。 dissolution.
Division by continued existence refers to the division of a company where the original company exists after it has been split up into two or more companies, and more than one new companies have been set up thereafter.
存续分立，是指一个公司分离成两个以上公司，本公司继续存在并设立一个以上新的公司。
Division by dissolution refers to the division of 解散分立，是指一个公司分解为两个以上公a company where the original company has been split 司，本公司解散并设立两个以上新的公司。 up into two or more companies, and more than two new companies are established thereafter.
Article 5 The merger or division of companies shall 第五条 公司合并或分立，应当遵守中国的法律、be carried out in strict observance of the laws and 法规和本规定，遵循自愿、平等和公平竞争的原则，administrative regulations of China and these 不得损害社会公共利益和债权人的合法权益。 Provisions, and on the basis of the principle of free, equal and fair competition, and the public interests of society and the legitimate rights and interests of the creditors shall not be jeopardized.
The merger or division of companies must be in conformity with the provisions in the Interim
Provisions on Orienting Foreign Investments and the Catalog of Guidance to Industries for Foreign Investment, and it shall not lead to the sole
ownership, controlling interest or predominance of foreign investors in the companies of the industries where sole ownership, controlling interest or predominance of foreign investors are prohibited.
公司合并或分立，应符合《指导外商投资方向暂行规定》和《外商投资产业指导目录》的规定，不得导致外国投资者在不允许外商独资、控股或占主导地位的产业的公司中独资、控股或占主导地位。
Where the merger or division of a company has 公司因合并或分立而导致其所从事的行业或resulted in changes in the line of business it has 经营范围发生变更的，应符合有关法律、法规及国operated in and its business scope, such a merger or 家产业政策的规定并办理必要的审批手续。
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division shall have to conform to the provisions of the relevant laws, administrative regulations and the pertinent industrial policies and the necessary procedures of examination and approval must be performed.
Article 6 The merger or division of a company shall be in compliance with the provisions promulgated by such administrative departments as the Customs, tax and foreign exchange control. The companies that have either survived the division or emerged from the merger as newly established companies shall
continue to enjoy the treatment for enterprises with foreign investment the original companies enjoyed upon the verification by the examining and approving departments and such administrative departments as the Customs, tax and foreign exchange control.
第六条 公司合并或分立，应当符合海关、税务和外汇管理等有关部门颁布的规定。合并或分立后存续或新设的公司，经审批机关、海关和税务等机关核定，继续享受原公司所享受的各项外商投资企业待遇。
Article 7 The merger or division of a company shall 第七条 公司合并或分立，须经公司原审批机关批be examined and approved by the original examining 准并到登记机关办理有关公司设立、变更或注销登and approving authorities and the procedures of 记。 registration relating to the establishment, changes or cancellation thereof shall be executed by the relevant registration department.
Where there are two or more examining and approving departments or registration departments over the companies to be merged, the registration department authorized by the competent department of foreign trade and economic relations and the state administration for industry and commerce
(hereinafter referred to as the SAFIAC) in the locality where the companies are located shall act as the
examining and approving and registration authorities.
拟合并公司的原审批机关或登记机关有两个以上的，由合并后公司住所地对外经济贸易主管部门和国家工商行政管理局（以下简称国家工商局）授权的登记机关作为审批和登记机关。
Where the total amount of investment of the 拟合并公司的投资总额之和超过公司原审批companies to be merged exceeds the authority of the 机关或合并后公司住所地审批机关审批权限的，由original examining and approving department or that 具有相应权限的审批机关审批。 of the examining and approving department in the locality where the merged company is situated, the examination and approval shall be performed by the examining and approving department that has the corresponding authority to do so.
Where at least one of the companies to be 拟合并的公司至少有一家为股份有限公司的，merged is a joint stock company, the merger shall be 由中华人民共和国对外贸易经济合作部（以下简称examined and approved by the Ministry of Foreign 外经贸部）审批。 Trade and Economic Relations (hereinafter referred to as the MOFTEC) of the People''s Republic of China.
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Article 8 The opinions of the examining and
approving departments in the localities where the company to be dissolved or to be established is situated shall be solicited with regard to the dissolution of the original companies or the establishment of new companies in other places. Article 9 No merger or division shall be effected before the investors of the company have come current with their investment contributions in accordance with the provisions in their contracts orArticle of association, and provided the conditions for cooperation, and the company has become operative in either production or business. Article 10 The company that emerges from the merger between two or more liability limited companies shall be a liability limited company. The company that emerges from the merger of two or more joint stock companies shall be a joint stock company. The company emerging from the merger between a listed joint stock company and a limited liability company shall be a joint stock company. The company that emerges from the
merger between an unlisted joint stock company and a limited liability company may either be a joint stock company or a limited liability company.
第八条 因公司合并或分立而解散原公司或新设异地公司，须征求拟解散或拟设立公司的所在地审批机关的意见。
第九条 在投资者按照公司合同、章程规定缴清出资、提供合作条件且实际开始生产、经营之前，公司不得合并或分立。
第十条 有限责任公司之间合并后为有限责任公司。股份有限公司之间合并后为股份有限公司。
上市的股份有限公司与有限责任公司合并后为股份有限公司。非上市的股份有限公司与有限责任公司合并后可以是股份有限公司，也可以是有限责任公司。
Article 11 Where a joint stock company is merged 第十一条 股份有限公司之间合并或者公司合并后with another joint stock company or the company 为有限责任公司的，合并后公司的注册资本为原公emerging from the merger becomes a limited liability 司注册资本额之和。 company, the merged company''s registered capital shall be the sum total of the amounts of the registered capital of the original companies.
Where a joint stock company emerges from the merger of a limited liability company with a joint stock company, the registered capital of the company after the merger shall be the amount of equity into which the net asset amount of the original limited liability company is converted on the basis of the net asset as contained in each share of the joint stock company which is to emerge from the merger and the amount of equity of the original joint stock company. Article 12 The proportions of equity of the investors in the new company that emerges from the merger of companies in accordance with Paragraph 1 ofArticle 11 of these Provisions shall, in keeping with the relevant state provisions, be determined through
有限责任公司与股份有限公司合并后为股份有限公司的，合并后公司的注册资本为原有限责任公司净资产额根据拟合并的股份有限公司每股所含净资产额折成的股份额与原股份有限公司股份总额之和。
第十二条 根据本规定第十一条第一款合并的，各方投资者在合并后的公司中的股权比例，根据国家有关规定，由投资者之间协商或根据资产评估机构对其在原公司股权价值的评估结果，在合并后的公司合同、章程中确定，但外国投资者的股权比例不
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