Article 1 Pursuant to 《the Law of the People's Republic of China on Foreign-funded Enterprises》,《the Law of the People's Republic of China on Sino-foreign Equity Joint Ventures》,《the Law of the People's Republic of China on Sino-foreign cooperative Joint Ventures》, and《the Law of the People's Republic of China on Urban Planning》, the current Regulations is hereby formulated to expand the scope of opening to the outside; regulate foreign companies, enterprises and other economic entities or individuals investing in enterprises providing services to urban planning; and strengthen management of the activities of urban planning services provided by foreign-funded urban planning service enterprises.
Article 2 The Regulations applies to those setting up foreign-funded urban planning service enterprises within the boundary of the People's Republic of China and applying for the 《Certificate of Qualification of Foreign-funded Enterprises for Urban Planning Services》, and to the supervision and management of foreign-funded urban planning service enterprises.
Article 3 The foreign-funded urban planning service enterprises as referred to in the current Regulations include Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures, and ventures with exclusive foreign investment that are set up in the People's Republic of China in accordance with law to provide services to urban planning.
The term 'urban planning service' as used in the current Regulations refers to provide drawing and consulting services to urban development plans other than general planning.
Article 4 All foreign companies, enterprises, other economic entities or individuals engaged in urban planning services in China shall set up Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures, or ventures with exclusive foreign investment and apply for the 《Certificate of Qualification of Foreign-funded Enterprises for Urban Planning Services》.
Those have not been granted the 《Certificate of Qualification of Foreign-funded Enterprises for Urban Planning Services》 shall not take up the business of urban planning services.
Article 5 The department responsible for the management of foreign trade and economic cooperation under the State Council shall take charge of management of establishment of foreign-funded urban planning service enterprises, while the department responsible for construction under the State Council shall take charge of management of qualification of foreign-funded urban planning service enterprises.
The departments responsible for foreign trade and economic cooperation under the people's governments at the provincial, autonomous regional and municipal governments under the direct leadership of the central government shall take charge of preliminary examination of establishment of foreign-funded urban planning service enterprises in their respective administrative areas, and departments responsible for urban planning under people's governments at and above the county level shall take charge of supervision and management of the urban planning service activities carried out by foreign-funded urban planning service enterprises in their respective administrative areas.
Article 6 Apart from meeting requirements set in relevant Chinese laws and regulations on foreign-funded enterprises, the following requirements shall be met for the establishment of foreign-funded urban planning service enterprises:
1. The foreign party shall be an enterprise or professional specializing in urban planning services in its resident country or region.
2. The applicant shall own more than 20 employees specializing in urban planning, architecture, road transportation, gardening and related disciplines, with foreign specialists accounting for no less than 25 percent of the total, and have at least one foreign technician specializing in urban planning, architecture, road transportation, and gardening respectively.
3. The applicant shall have technical apparatus and fixed working site as stipulated by the State.
Article 7 Those applying for establishing foreign-funded urban planning service enterprises shall apply, in accordance with law, to the State Administration of Industry and Commerce or local administrations of industry and commerce with authorization from the State Administration of Industry and Commerce for examination and approving the titles of the foreign-funded enterprises they plan to set up.
Article 8 After passing examination and receiving approval of the titles of the foreign-funded enterprises it plans to set up, the applicant shall apply to the departments of the provincial, autonomous regional or people's municipal government under the direct leadership of the central government in charge of foreign trade and economic cooperation in the region where the enterprise is to be located for the establishment. it shall submit the following documents:
1. The application for the establishment of a foreign-funded enterprise signed by the legal representative of the investing party.
2. The feasibility study report, project proposal and plan on the establishment of the enterprise (including staffing of specialists, plan on technical equipment, and area of the working site) produced or approved by the investing party.
3. The contract and rules of the foreign-funded enterprise signed by the legal representative of the investing party (or rules only, in the case of an enterprise with exclusive foreign investment).
4. Notice of pre-approval on the title of the enterprise to be set up.
5. Certificate of legal person registration of the investing party and certificate of the credit provided by the bank of the investing party.
6. Documents and certificates of appointment of the chairman, board members, managers, and leading engineers or technicians to be appointed by the investing party.
7. The balance sheets and statements of loss and gain of the investing party during the latest three years as audited by a chartered accountant or an accountant firm.
8. Certificate of registration and certificate of bank credit of the urban planning service enterprise(s) run by the foreign investing party in its country or region.
9. Certificates of experiences and achievements of the foreign investing party in urban planning services produced by responsible government departments or associations, societies, or notary organs in the residential country or region of the said party.
Article 9 The department under provincial, autonomous regional or people's municipal governments under the direct leadership of central government in charge of foreign trade and economic cooperation shall complete preliminary examination within 30 days after receiving an application and submit its approval to the State Council department in charge of foreign trade and economic cooperation.
Article 10 The State Council department in charge of foreign trade and economic cooperation shall submit the application documents that have passed preliminary examination and approval to the State Council department in charge of construction for soliciting the comments within 10 days. The State Council department in charge of construction shall put forward its opinion within 30 days after receiving the application documents. Within 30 days after receiving the written opinion of the State Council department in charge of construction, the State Council department in charge of foreign trade and economic cooperation shall make a decision of approval or disapproval. In the case of approval, a certificate of approval shall be issued; and in the case of disapproval, a written explanation shall be given.
Article 11 After receiving the Certificate of Approval of Foreign-funded Enterprise, the applicant shall register with an administration of industry and commerce in accordance with law to get a business license.
Article 12 After receiving a legal person business license, the applicant shall apply to the State Council department in charge of construction for the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》.
Article 13 The following documents shall be supplied for application for the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》:
1. Form of Application for the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》;
2. Certificate of Approval of Foreign-funded Enterprise;
3. Business license for enterprise legal person;
4. Contract of employment of technicians and specialists and certificates of technical qualifications of these people put on file in labour and personnel departments;
5. Documents about the technical equipment of the enterprise.
Article 14 The foreign-funded urban planning service enterprise shall report, within 30 days after receiving the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》, to the urban planning administration in the city or county of its registered for the record.
Article 15 The foreign-funded urban planning service enterprise that contracts for urban planning services in areas other than that of its registration shall report to the urban planning administrations of these areas for the record.
Article 16 All the documents submitted by the applicant shall be written in Chinese. If any document of certification is written in a foreign language, a Chinese version shall be supplied.
Article 17 Foreign-funded urban planning service enterprises shall abide themselves by pertinent Chinese laws, regulations, and technical standards and norms when providing urban planning services.
Article 18 The foreign technicians employed by foreign-funded urban planning service enterprises shall stay in China for a total length of no less than 6 months per person a year.
Article 19 The State Council department in charge of construction shall carry out annual checks to the foreign-funded urban planning service enterprises that have received the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》. Those found unqualified shall have their 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》 revoked.
Article 20 Chinese units that have received the 《Certificate of Qualification for Compilation of Urban Planning》 shall hand in the Certificate when they are restructured into Sino-foreign equity or cooperative joint ventures specializing in urban planning services.
Article 21 Foreign-funded urban planning service enterprises shall hand in their 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》 when they stop operations or are disbanded or terminated.
Article 22 It is strictly forbidden to entrust any businesses of urban planning services to foreign-funded enterprises that have not granted the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》.
It is strictly forbidden to entrust any businesses of service to general urban planning to foreign-funded enterprises.
Article 23 Those that contract for urban planning services without the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》 shall be ordered by the construction administrations of people's governments at or above the county level to stop their illegal activities, together with a penalty above RMB10,000 yuan and below RMB30,000 yuan. Their achievements shall not be acknowledged by any department.
Article 24 Those foreign-funded urban planning service enterprises that provide services to compilation of general urban planning in violation of the current Regulations shall be ordered by the construction administrations of people's government at or above the county level to mend themselves. Those involved in severe cases shall have their 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》withdrawn by the original issuer.
Those foreign-funded urban planning service enterprises that obtain the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》 through fraud and deception shall have their Certificate withdrawn by the issuer.
After withdrawing a Certificate, the issuer shall inform the registration department concerned of the case. The enterprise whose certificate has been withdrawn shall apply to the original department of registration for cancellation of its registration. Those that refuse to go through cancellation formalities shall be handled by registration departments in accordance with law.
Article 25 Those that entrust urban planning services or general urban planning services to foreign-funded enterprises that have not got the 《Certificate of Qualification for Urban Planning Services for Foreign-funded Enterprises》 in violation of the current Regulations shall be corrected by their senior departments, with administrative responsibilities to be affixed upon the person responsible in accordance with law. If a crime is committed, criminal responsibilities shall be found out in accordance with law.
Article 26 The current Regulations shall be interpreted by the State Council department in charge of construction and the State Council department in charge of foreign trade and economic cooperation according to their respective functions.
Article 27 Investors from the Hong Kong Special Administrative Zone, the Macao Special Administrative Zone, and Taiwan area coming to run urban planning service enterprises on the mainland shall be handled with reference to the current Regulations.
Article 28 The current Regulations shall take effect as of May 1, 2003.
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杨春宝一级律师简介
杨春宝一级律师，大成上海高级合伙人、资本市场部主任、国资基金研究中心主任，大成中国区私募基金专业带头人、科技与文化法律研究中心联合牵头人。执业30余年，长期从事私募基金、投融资、并购重组法律服务，尤其对对赌研究颇深且具有非常丰富的实战经验，并专注于金融机构股权投资业务。2004年起多次入选The Legal 500"私募基金"和"公司与商业"等境内外各类律师榜单，代理的中国法院首例适用外国法律审理外国公司的董事损害小股东权益纠纷案入选上海高院发布的《上海法院域外法查明典型案例》和威科先行"要案头条"。入选上海涉外法律人才库、上海市司法局鼎新法治人才库、上海国有企业改制法律顾问团，具有上市公司独立董事任职资格，系多家知名高校的兼职教授或兼职研究生导师及上海市商务委跨国经营人才培训班讲师。出版《私募股权投资基金风险防控操作实务》等16本投融资法律专著。了解更多常见法律问题
设立外商投资城市规划服务企业需要满足哪些条件？
①法律概念与规则解释：外商投资城市规划服务企业是指依法在中国境内设立的中外合资、中外合作或外商独资企业，专门提供除城市总体规划以外的规划编制和咨询服务。设立此类企业除需符合外商投资企业一般规定外，还必须满足特定专业条件，包括外方应为所在国从事城市规划服务的专业企业或专业人士，且申请企业应拥有不少于20名相关专业技术人员，外籍专业人员占比不得低于四分之一，并在规划、建筑、道路交通、园林绿化等专业各至少配备一名外籍技术人员，同时具备国家规定的技术装备和固定工作场所。②案件事实与实务场景引用：文章明确规定，凡外国公司、企业、经济组织或个人在中国从事城市规划服务，必须设立合资、合作或独资企业并申请资格证书。具体条件中，申请人需拥有超过二十名城市规划、建筑、道路交通、园林绿化及相关学科的专业人员，其中外籍专家不少于总数的百分之二十五，且在上述四个专业领域分别至少有一名外籍技术人员，还要求具备国家规定的技术装备和固定工作场所。实务中许多外资企业容易忽略外籍人员比例和分专业配置要求，导致申请受阻。③实务指引与风险提示：设立申请前应仔细核对企业人员结构，确保专业人数和外籍占比达标，并准备好外方专业资质证明、业绩证明、银行资信证明等文件。同时注意固定工作场所和技术装备需符合国家要求。若条件不满足，建议先调整组织架构或通过合作方式引入外籍专业人才。审批中应预留充足时间，避免因文件不全或专业配置不符而延误。
外商投资城市规划服务企业的设立审批流程是怎样的？
①法律概念与规则解释：外商投资城市规划服务企业的设立实行两级审批机制。省级外经贸部门负责受理申请并初审，国务院外经贸部门会同国务院建设主管部门进行最终审批。具体程序包括企业名称预先核准、向省级外经贸部门提交设立申请、省级部门初审、国务院部门征求意见并作出决定，最后凭批准证书办理工商登记，再申请城市规划服务资质证书。整个审批流程体现了对外商投资城市规划服务领域的准入管理。②案件事实与实务场景引用：根据规定，申请人在取得企业名称预先核准后，需向拟设企业所在地的省级外经贸部门提交申请，并附送包括可行性研究报告、企业合同章程、投资方法人登记证明、银行资信证明、董事会及主要技术人员任命文件、近三年审计报告、外方在本国从事城市规划服务的注册及资信证明、经验业绩证明等九类文件。省级部门应在三十日内完成初审，国务院外经贸部门收到后十日内送建设部门征求意见，建设部门三十日内反馈，外经贸部门三十日内决定。实务中企业常因审计报告或外方业绩证明不符合要求而延误。③实务指引与风险提示：建议在启动设立程序前，提前准备外方投资方的全套资质与业绩材料，并确保其经过公证或认证。同时注意时间节点，省级初审三十日、建设部门反馈三十日、最终决定三十日，全程可能耗时数月。应预留充分时间，并在提交前对照要求逐项核查文件清单，避免反复补正。获得批准证书后应及时办理工商登记和资质申请，否则无法开展业务。
未取得资格证书从事城市规划服务有何法律后果？
①法律概念与规则解释：城市规划服务属于许可经营事项，外商投资城市规划服务企业必须依法取得《外商投资城市规划服务企业资格证书》后方可从事业务。未取得资格证书的企业不得承揽城市规划服务业务，否则将面临行政监管部门的查处。该资格管理由国务院建设主管部门负责，县级以上人民政府城市规划主管部门负责对服务活动的日常监督管理，以确保服务质量符合城乡规划法律法规要求。②案件事实与实务场景引用：文章明确要求，外国公司、企业及其他经济组织或个人在中国从事城市规划服务，必须先设立外商投资企业并申请资格证书，未获得证书者不得从事该业务。同时规定，县级以上人民政府城市规划主管部门负责对服务活动进行监督管理。这意味着主管部门有权检查企业资质及服务行为，一旦发现无证经营，即可依法责令停止并给予行政处罚。实务中无证经营不仅导致行政责任，还可能使所签规划服务合同面临无效风险，委托方也可能因规划成果无效而遭受损失。③实务指引与风险提示：外资企业在承揽城市规划服务项目前，务必确认已取得相应资格证书，并将证书作为合同附件备查。在签订合同时应审查对方是否具备资格，避免因服务方无证导致合同无效或无法通过规划审批。同时企业应关注资质证书有效期和业务范围，不得超范围经营。若被查处，应积极配合整改，并评估对已签订合同履行的影响，及时与委托方沟通调整。
以上内容仅供参考，不构成法律意见。如需专业法律服务，请联系杨春宝一级律师：chambers.yang@dentons.cn
