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
外资城市规划服务企业的范围如何界定？
根据相关规定，外资城市规划服务企业是指依法在中国境内设立，为城市规划提供服务的三种外商投资企业形式，包括中外合资经营企业、中外合作经营企业和外商独资企业。其中，城市规划服务特指为城市发展规划（不含总体规划）提供图纸绘制和咨询服务。该界定明确了适用对象和业务边界，即只有符合上述形式且从事特定规划服务的企业才纳入管理范畴。文中明确，凡在中国境内从事城市规划服务的外国公司、企业、其他经济组织或个人，均须依法设立相应外资企业形态并取得资格证书，否则不得经营此类业务。这一规定意味着外资不能以分支机构或直接跨境提供服务的方式进入中国市场，必须落地为境内法人实体。实务中，外国投资者应根据拟开展业务的具体内容判断是否属于城市规划服务范畴，进而选择适当的合资或独资形式。同时应特别关注排除一般性总体规划服务的情形，避免因业务性质界定不清导致合规判断失误，建议在项目早期与主管部门沟通确认业务边界。
设立外资城市规划服务企业需满足哪些条件？
设立外资城市规划服务企业除须满足中国关于外商投资企业的通用法律要求外，还有特定条件。首先，外方投资者必须是在其所在国或地区专门从事城市规划服务的企业或专业人士，这体现了对境外专业背景的硬性要求。其次，申请主体应拥有超过20名从事城市规划、建筑、道路交通、园林等相关专业的员工，且外籍专业人员占总数比例不得低于25%，同时至少各有一名外籍技术人员分别擅长城市规划、建筑、道路交通和园林专业。此外，企业须具备国家规定的技术设备和固定工作场所。从实务角度看，这些条件旨在保证外资规划企业的专业服务能力和本土合规性。外国投资者在筹备阶段就应系统梳理自身人员构成，包括外籍专家的专业领域和任职资格，并准备相关证明材料。同时，固定工作场所和技术设备需符合国家具体标准，实践中可能需要提供图纸、购置凭证或租赁合同等。由于条件涉及多个维度，建议投资者制定详细的人员招聘计划和设备清单，确保申请材料完整审计通过。对于人员数目或外籍比例不满足条件的企业，可考虑调整股权结构或引进合作伙伴。
外资城市规划服务企业的审批流程是怎样的？
外资城市规划服务企业的设立实行两级审批制度。具体流程为：申请人先向国家或地方授权的工商行政管理部门申请企业名称预先核准；随后向拟设立企业所在地的省级商务主管部门提交设立申请，并附送申请书、可行性研究报告、合同章程、名称核准通知、投资者登记和资信证明、董事及高管任命文件、近三年审计报告、外方境外规划服务企业登记和资信证明、外方业绩证明等九类材料。省级商务部门应在30天内完成初审并报国务院商务主管部门。国务院商务部门在10天内将申请材料转国务院建设主管部门征求意见，建设部门在30天内出具意见。之后国务院商务部门在30天内作出批准或不予批准的决定，批准时颁发证书。申请人取得批准证书后依法向工商部门登记领取营业执照，再凭营业执照申请资格证书。这一流程体现了商务和建设双线管理的特色。实务中，企业应预留充足时间，因为多环节累计周期可能长达数月。材料准备的完整性和准确性至关重要，尤其是外方业绩证明和人员资质文件，建议提前进行公证认证。此外，任何环节的补正都会延长时限，投资者宜安排专人跟进并保持与审批部门的沟通。
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
