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China Legal News
The Application of the Company Law regarding the Corporate Resolution
On April 12, 2016, the Supreme People’s Court issued the Provisions of the Supreme People’s Court on Issues Relating to Application of Company Law of the People’s Republic of China (IV) (Draft for Public Comments) (“Provisions”).

The Provisions mainly focus on the following contents:
 

Analyses on Interpretation of the Supreme People’s Court on Several Issues Concerning the Application of the Property Law of the PRC (I)
The Interpretation of the Supreme People’s Court on Several Issues Concerning the Application of the Property Law of the PRC (I) (the “Interpretation”) was promulgated on February 22, 2016, and came into effect on March 1, 2016.

1. Registration of Immovable Property and Confirmation of the Ownership of Property Rights
 

Reforming on Registered Capital Registration System of Foreign Invested Enterprise
On October 28, 2015, the Ministry of Commerce of People’s Republic of China issued the Decision of the Ministry of Commerce on Revising Certain Regulations and Normative Documents (“Decision”), which took effect on the same day. The Decision aims to deepen the reform of foreign investment enterprises (“FIE”) in respect of registered capital registration system and the transformation of government functions, move forward the facilitation of the business registration system, effectively optimize the business environment, and further stimulate the vitality of market.

According to the Decision, the main changes are listed as follows:
 

Opinions of the State Council on the Implementation of the Market Access Negative List System
On October 02, 2015, State Council of People’s Republic of China (the "China") released Opinions of the State Council on the Implementation of the Market Access Negative List (the “Negative List”) System (the "Opinions"). The Draft will come into effect as of December 1, 2015 and shall remain in force till December 31, 2017. The Draft, once taken into effect, will affirm the equal basis for all the market entities to invest in the different industries, sectors and businesses not included in the Negative List, which is comprehensively used by other countries to administrate domestic market, administrating state-owned enterprises, non-state-owned enterprises, domestic enterprises and foreign invested enterprises on an equal basis. The implementation of the market access negative list system is a significant change of approach and framework regarding administration of Chinese government from government-led administration to a looser resident self-governance.

1. Background
 

Reply of the Supreme People’s Court on the Request of the Shanghai High People’s Court for Instructions on the Cases Involving the Judicial Review of Arbitration Awards Made by the CIETAC and its Former Sub-Commissions
On July 15, 2015, the Supreme People’s Court has issued the Reply on the Request of the Shanghai High People's Court for Instructions on the Cases Involving the Judicial Review of Arbitration Awards Made by the CIETAC and its Former Sub-Commissions (the "Reply"). The Reply, once taking into effect dated on July 17, 2015, will solve the disputes over the issues regarding the validity of relevant arbitration awards and the right to accept arbitration cases, the jurisdiction over arbitration cases and the enforcement of arbitration awards of several arbitration agencies.

Background
 

The Measures for Administration of Individual Income Tax on Income Derived from Equity Transfer (for Trial Implementation)
On December 7, 2014, the State Administration of Taxation has issued the Measures for Administration of Individual Income Tax on Income Derived from Equity Transfer (for Trial Implementation) (the "Measures"). The Measures, once taking into effect on January 1, 2015, will abolish the Notice of the State Administration of Taxation on Strengthening Administration of the Collection of Individual Income Tax on Income Derived from Equity Transfer (Guo Shui Han [2009] No. 285), and the Announcement of the State Administration of Taxation on Issues Relating to Determining Verifying the Taxation Basis for Individual Income Tax on Income Derived from Equity Transfer (Announcement of the State Administration of Taxation [2010] No. 27) (the “Announcement”).

The Measures have specified considerable rules regarding individual income tax on income derived from equity transfer which are listed as follows, among others:
 

Key Issues Regarding the Administrative Measures on the General Anti-Avoidance Rule (for Trial Implementation)
On December 2, 2014, the State Administration of Taxation (“SAT”) issued the Administrative Measures on the General Anti-Avoidance Rule (for Trial Implementation) (the “Measures”), which will be effective on February 1, 2015.

Although principles on the application of general anti-avoidance rules (“GAAR”) were included in Corporate Income Tax Law of People’s Republic of China (“CIT Law”), Detailed Implementation Rules of CIT Law and the Implementation Measures on Special Tax Adjustments (for Trial Implementation), specific administrative measures regarding GAAR application such as the operation procedures and enforcement standards were absent for a long time until the release of the Measures.
 

New Adjustments on the Catalogue of Investment Projects Approved by the Chinese Government
On October 31, 2014, the State Council issued the Circular on promulgating the Catalogue of Investment Projects Approved by the Government (2014 Version) (the "New Catalogue"), which took effect on the same day. The New Catalogue has superseded the Catalogue promulgated on December 2, 2013 (the "Old Catalogue").

Compared to the Old Catalogue, several changes to the systems of approvals and filing of investment projects have been made in order to simplify the approval and facilitate the investment implementation. According to the statistical data issued by the National Development and Reform Commission (“NDRC”), the investment approval by Chinese authorities in 38 fields has been eliminated or delegated from state level to provincial or local level in total. Combined with the Old Catalogue, the total amount of fields subject to the approval of state level has been reduced by 76% since 2013.
 

New Rules Simplify the Filing and Approval of Outbound Investment Projects
On September 6, 2014, the Ministry of Commerce ("MOFCOM") issued the Outbound Investment Management Rules (the "Rules"), which took effect on October 6, 2014. The Rules have replaced old MOFCOM regulations regarding Chinese outbound investment projects. On April 8 2014, the National Development and Reform Commission ("NDRC") issued a regulation regarding measures for the administrative approval and filing of outbound investment projects (the "Measures"). The Rules together with the Measures provide clear and simplified guidelines for the outbound investment.

The main changes of the Rules are described as follows:
 

Significant Changes to Several Requirements on Registration of Foreign Invested Enterprises in China
On June 17, 2014, the Ministry of Commerce of China issued a notice regarding the improvement of review & approval and statistical rules of foreign investment in China (the “Notice”) and the Notice shall take effect as of its promulgation date. The Notice revised several important issues regarding the review and approval of registration of foreign-invested enterprises (the “FIE”) in China.

The main changes are described as follows: