Foreign Investment Companies Limited by Shares: The Latest Chinese Organization for Major International Ventures

Zhang, Jim Jinpeng, Lowe, Jung Y. | January 1, 2001

Foreign Investment Companies Limited By Shares (“FICLBS”) is one of the most important recent innovations in the People’s Republic of China’s (“China”) foreign-invested enterprises law. Since January 10, 1995, China has authorized use of the FICLBS and, for the first time, it more closely resembles major corporate organizations used by international foreign investors.! So far over eighteen FICLBS have been approved for operation through 1999, with combined actual foreign investment of USD 1.2 billion.2 FICLBS has the potential to be the ideal organization for major international investment in China after it joins the World Trade Organization. The FICLBS can issue freely transferred or traded public stock both inside and outside of China. FICLBS regulations encourape establishment of technologically advanced production-type companies. Although the statutes that regulate the FICLBS are entirely new to China’s body of civil law, they have similar characteristics to company laws of industrialized countries. That is not to say such statutes would result in similar outcomes in regulating the FICLBS compared to company laws of industrialized countries that regulate their respective public stock companies. Our analyses of the FICLBS reveal significant varying interpretations of particular regulations by different Chinese agencies, due to its legal characterization as a special kind of Foreign-Invested Enterprise with various novel categories of stock shares. FICLBS has genuine progressive features but they need to be improved and refined to attract more foreign investors to use this relatively new legal enterprise form.