Administrative Measures for Business Ofﬁces Established by Overseas Arbitration Institutions in Lin-Gang of Shanghai
Article 1 These Administrative Measures are hereby formulated in accordance with the Overall Plan for Lin-gang Special Area of China (Shanghai) Pilot Free Trade Zone, the Administrative Measures for Lin-gang Special Area of China (Shanghai) Pilot Free Trade Zone and other relevant regulations in conjunction with the actual circumstances, for the purposes of regulating the registration of business offices (hereinafter referred to as the “Business Offices”) to be established by Overseas Arbitration Institutions in Lin-gang Special Area of China (Shanghai) Pilot Free Trade Zone (hereinafter referred to as the“Lin-gang Special Area”) and the business activities thereof.
Article 2 These Administrative Measures shall apply to the establishment of a Business Ofﬁce by an Overseas Arbitration Institution in the Lin-gang Special Area, foreign-related arbitration activities conducted by such Business Office and relevant management activities conducted by Shanghai Municipal Bureau of Justice.
Article 3 The term“Overseas Arbitration Institution” referenced herein shall mean any non-proﬁt arbitration institution legally established in foreign countries and the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan Region of China, as well as arbitration institutions established by international organizations that China has joined.
Article 4 Shanghai Municipal Bureau of Justice shall be in charge of the registration for establishing such Business Offices, and shall be responsible for supervising and administering their foreign-related arbitration activities.
Article 5 A Business Ofﬁce and its principal, staff and arbitrators shall abide by the PRC laws, regulations and rules, adhere to the professional ethics and discipline of arbitration and shall not harm China’s national and social public interests when they conduct foreign-related arbitration activities.
Article 6 An Overseas Arbitration Institution, which applies for establishing a Business Ofﬁce in the Lin-gang Special Area, shall meet the following conditions:
(Ⅰ) It has been legally established and duly existing overseas for more than ﬁve (5) years;
(Ⅱ) It has conducted substantial arbitration activities overseas, and has high international reputation; and
(Ⅲ) The principal of the Business Ofﬁce has not been subjected to any criminal penalty for any willful offense.
Article 7 An Overseas Arbitration Institution, which applies for establishing a Business Ofﬁce in the Lin-gang Special Area, shall ﬁle an application with Shanghai Municipal Bureau of Justice and submit the following materials:
(Ⅰ) An application for the establishment of a Business Ofﬁce;
(Ⅱ) Documents to support information speciﬁed in Article 6 hereof;
(Ⅲ) The articles of association, arbitration rules, charging standard and list of members of the decision-making body of the Overseas Arbitration Institution;
(Ⅳ) The list of panel of arbitrators or recommended panel of arbitrators, if any;
(Ⅴ) The certiﬁcate of the domicile of the Business Ofﬁce;
(Ⅵ) Registration form and personal ID materials of the principal and staff of the Business Ofﬁce;
(Ⅶ) Other materials as stipulated by laws, regulations and rules.
The materials listed in the preceding paragraph submitted by arbitration institutions in the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan Region of China shall be handled according to the relevant legalization procedures recognized by the Ministry of Justice. The materials listed in the preceding paragraph submitted by other Overseas Arbitration Institutions shall be notarized by the public notarial ofﬁce or notary public in the countries where such arbitration institutions are located and shall be authenticated by China’s embassies or consulates in such countries.
The application materials shall be made in triplicate. Any material in a foreign language shall be attached with the Chinese translation, and the Chinese version shall prevail.
Article 8 Shanghai Municipal Bureau of Justice shall accept in a timely manner an application that is supported by all the required materials and conforms to the statutory form, and shall issue a notice of acceptance; if the application fails to include all the required materials or fails to conform to the statutory form, Shanghai Municipal Bureau of Justice shall, either on the spot or within ﬁve (5) working days upon receipt of the application materials, inform the applicant all at once of all the materials that are required be supplemented and corrected; if no notice is given within the time limit, the application shall be deemed to have been accepted as of the date of the receipt thereof.
Shanghai Municipal Bureau of Justice shall complete the review and decide whether to grant a registration within two (2) months from the date of acceptance of an application.
Shanghai Municipal Bureau of Justice shall report to the Ministry of Justice for record-ﬁling purpose within ten (10) working days from the date of decision to grant the registration, and shall issue the registration certiﬁcate after the Ministry of Justice assigns a uniﬁed social credit code thereto.
Article 9 The items under registration of a Business Office shall include its name, domicile, principal, business scope, etc.
Article 10 A Business Office shall submit a copy of its tax registration certiﬁcate, a specimen of seal, bank account, certiﬁcate of business address, and proof of funds, etc. to Shanghai Municipal Bureau of Justice for record-ﬁling.
Article 11 Where a Business Office intends to change its name, domicile, principal, business scope or any other registered item, it shall submit an application for changing the registration and other relevant materials to Shanghai Municipal Bureau of Justice. If the application is determined to be in compliance with the provisions hereof, Shanghai Municipal Bureau of Justice shall proceed with the procedures for changing the registration according to law.
Article 12 Shanghai Municipal Bureau of Justice shall deregister a Business Ofﬁce and report to the Ministry of Justice for record-ﬁling in the following events:
(Ⅰ) The Overseas Arbitration Institution applies for the termination of the Business Ofﬁce;
(Ⅱ) The Overseas Arbitration Institution that establishes the Business Ofﬁce is terminated;
(Ⅲ) The establishment registration of the Business Ofﬁce is revoked according to law; or
(Ⅳ) Other circumstances as stipulated by laws, regulations and rules.
A Business Ofﬁce that is deregistered in accordance with the preceding paragraph shall undergo liquidation in accordance with the law before deregistration.
Article 13 The information regarding the establishment, change and deregistration of a Business Office shall be disclosed to the public by Shanghai Municipal Bureau of Justice via its ofﬁcial website or other proper channels.
Article 14 A Business Office may perform the following foreign-related arbitration services with respect to civil and commercial disputes arising in the ﬁelds of international commercial affairs, maritime affairs, and investment, etc.:
(Ⅰ) Acceptance, trial, hearing and awarding of cases;
(Ⅱ) Case management and services; and
(Ⅲ) Consultancy, guidance, training and seminars.
Article 15 Shanghai Municipal Bureau of Justice will encourage and guide the Business Ofﬁces to operate and conduct foreign-related arbitration activities in a centralized way in the administrative region of the Shanghai municipality.
Article 16 Shanghai Municipal Bureau of Justice will encourage and support the following exchange and cooperation activities between the Business Ofﬁces and local arbitration institutions:
(Ⅰ) Entering into cooperation agreements;
(Ⅱ) Recommending to each other arbitrators and mediators;
(Ⅲ) Providing to each other internship and exchange posts;
(Ⅳ)Facilitating each other’s arbitration activities such as trials and hearings; and
(Ⅴ)Jointly organizing training sessions, conferences, seminars and promotional activities.
Article 17 The principal of a Business Ofﬁce shall work fulltime, and neither the principal nor the staff may hold posts in two or more Business Ofﬁces at the same time.
Article 18 A Business Ofﬁce shall not conduct the arbitration for any dispute case that is without any foreign element. A Business Ofﬁce shall not further establish any branch or dispatched ofﬁce.
Article 19 A Business Office shall submit an annual work report for the previous year to Shanghai Municipal Bureau of Justice before March 31 of each year. An annual work report should include:
(Ⅰ)Overview of business activities;
(Ⅱ)Changes in the list of panel of arbitrators or recommended panel of arbitrators, staff and business address;
(Ⅲ)Any circumstances under which the arbitral awards are revoked or not enforced, or not recognized and enforced by a court;
(Ⅳ) Audited ﬁnancial reports; and
(Ⅴ) Other circumstances that should be reported.
Article 20 In the event of signiﬁcant matters concerning the relevant arbitration institution such as amendments to its articles of association and arbitration rules and changes of members of its decision-making body, the Business Ofﬁce shall report to Shanghai Municipal Bureau of Justice within ten (10) working days upon occurrence thereof.
Article 21 If a Business Office violates any of the provisions of Articles 17 to 20 hereof, Shanghai Municipal Bureau of Justice shall order such Business Ofﬁce to make rectification within a time limit; if the Business Office refuses to make rectiﬁcation within the time limit or if it still fails to meet the requirements after the rectiﬁcation, Shanghai Municipal Bureau of Justice may notify the relevant people’s courts, public security authorities and other departments and disclose the matter to the public, and may share such information with the municipal public credit information service platform according to law.
If a Business Ofﬁce violates Subparagraph (III) of Paragraph 1 of Article 6 hereof, Shanghai Municipal Bureau of Justice shall order it to make rectiﬁcation within a time limit; if the Business Ofﬁce refuses to make rectiﬁcation accordingly within the time limit or if it still fails to meet the requirements after rectiﬁcation, its registration may be revoked by Shanghai Municipal Bureau of Justice.
If a Business Ofﬁce obtains its registration certiﬁcate by means of fraud or bribery or other improper means, its registration shall be revoked by Shanghai Municipal Bureau of Justice.
Article 22 If a Business Ofﬁce, its principal and staff violate the provisions of the PRC laws, regulations and rules, and of the Administrative Measures in the process of conducting foreign-related arbitrations, Shanghai Municipal Bureau of Justice shall handle it according to law or transfer the case to the relevant authority for handling.
Article 23 Any staff member of Shanghai Municipal Bureau of Justice who violates the provisions of laws, regulations, rules or of the Administrative Measures in the registration and administration of the Business Ofﬁces shall be pursued and shall bear legal liability according to law.
Article 24 The“foreign-related arbitration”referenced herein shall mean the arbitration of disputes containing foreign elements as stipulated by the PRC laws.
Article 25 These Administrative Measures shall come into force on January 1, 2020 and shall be valid for three years until December 31, 2022.