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
外资如何设立城市规划服务企业？
根据现行管理规定，外国公司、企业及其他经济组织或个人在我国从事城市规划服务，必须依法设立中外合资经营企业、中外合作经营企业或外商独资企业，并申请取得《外资城市规划服务企业资格证书》。未取得该证书的，不得从事相关业务。这一要求将外资进入方式限定为三种法定企业形态，排除了以分支机构或直接提供跨境服务的形式开展业务的可能性。n文章具体规定了设立企业的条件，包括外方应当是所在国或地区专门从事城市规划服务的企业或专业人士；企业应拥有城市规划、建筑、道路交通、园林等专业员工20人以上，其中外籍专业人员占比不低于25%，且至少各有一名外籍技术人员；同时须具备国家规定的技术设备和固定工作场所。这些条件体现了对外资专业能力和本土化运营的实质要求。n实务操作中，投资者需先向工商行政管理机关申请企业名称预先核准，再向拟设企业所在地省级商务主管部门提交设立申请，包括投资方签署的申请书、可行性研究报告、合同章程、投资方资信证明、最近三年审计报告等九类文件。省级部门30日内完成初审，报国务院商务主管部门征求国务院建设主管部门意见后作出批准决定，获批后持批准证书办理工商登记取得营业执照。建议投资者提前准备完整材料，尤其注意外籍人员比例和资质证明文件的可核验性。
审批程序涉及哪些部门有何时限？
外资城市规划服务企业的审批实行分级管理、双重审核机制。国务院商务主管部门负责企业设立的最终审批，国务院建设主管部门负责资质条件的审核把关。地方层面，省级商务主管部门负责本行政区域内的设立初审，县级以上地方人民政府城市规划主管部门则负责企业日常经营活动中的监督管理。这一分工体现了外商投资准入与行业资质管理的有机结合。n文章明确了具体时限流程：省级商务主管部门应在收到申请后30日内完成初审并上报国务院商务主管部门；国务院商务主管部门在10日内将通过的申请材料转送国务院建设主管部门征求意见；建设主管部门在30日内提出书面意见；商务主管部门在收到意见后30日内作出批准或不予批准的决定，批准时颁发批准证书，不批准则书面说明理由。整个审批周期理论上最长约为100日，投资者应据此合理安排项目时间表。n需要注意的是，初审并非简单转报，省级部门会对申请材料的完整性、真实性进行实质审查。实践中常见因外方资质证明文件不符合要求、专业人员比例不足或技术设备清单不明确等原因被要求补正。建议投资者在正式提交前咨询当地商务部门，并确保外方所在国政府或行业协会出具的业绩证明经过必要的公证或认证程序，以免延误审批进度。
未取得资质从事服务有何法律后果？
根据管理规定，任何未取得《外资城市规划服务企业资格证书》的企业或个人，都不得开展城市规划服务业务。这一禁止性规定属于市场准入的强制性门槛，意味着未取得资质的企业所签订的合同可能因主体资格不适格而面临效力争议，相关主管部门有权依法责令停止经营活动，并可能给予行政处罚。城乡规划法对无资质从事规划编制等行为设有法律责任条款，外资企业同样受其约束。n文章针对外资主体特别强调，即使外方在其本国具有丰富经验和良好声誉，也必须在中国境内设立合资或独资企业并完成资质申请程序后方可执业。文中所列申请文件要求提交外方在本国经营城市规划服务企业的注册证明、银行资信证明以及由政府主管部门或行业协会出具的业绩证明，这些材料的审查正是为了验证外方专业能力，防止不具备实力的主体进入中国市场。n实务层面，未取得资质而从事城市规划服务，不仅面临行政处罚和合同无效的风险，还可能影响项目审批和成果采信。城市规划主管部门对无资质单位编制的规划成果通常不予认可，导致项目无法推进，相关投资损失由责任方自行承担。建议中外合作方在项目启动前期即聘用有经验的顾问核查资质条件，确保在取得证书后再签署正式服务合同，并关注资质证书的续期与变更管理，避免因资质过期或信息变更未报备而产生合规风险。
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
