Page images
PDF
EPUB

CHAPTER 111—BUREAU OF INTERNATIONAL
COMMERCE, DEPARTMENT OF COMMERCE

SUBCHAPTER A-MISCELLANEOUS REGULATIONS

Part 363 364 365 366 367

China Trade Act regulations.
Trade Fairs in the United States.
Mobile Trade Fairs.
Joint Export Associations.
Rules governing official United States Government assistance to sponsors of

International Expositions held in the United States.

SUBCHAPTER B-EXPORT REGULATIONS

368 U.S. Import Certificate and delivery verification procedure.
369 Restrictive trade practices or boycotts.
370

Export licensing general policy and related information.
371 General Licenses.
372 Individual validated licenses and amendments.
373 Special licensing procedures.
374 Reexports.
375

Documentation requirements.

Special commodity policies and provisions. 377

Short supply controls. 378 Special nuclear controls. 379 Technical data. 380—384 [Reserved] 385

Special country policies and provisions. 386 Export clearance. 387

Enforcement. 388

Administrative proceedings. 389 Administrative reviews and appeals. 390 General orders. 391–398 [Reserved] 399

Commodity Control List and related matters.

SUBCHAPTER A-MISCELLANEOUS REGULATIONS

PART 363_CHINA TRADE ACT with the Secretary of Commerce at REGULATIONS

Washington, D.C., direct, when emanatSec.

ing within the United States, or witb 863.1 Authority and effective date.

the Registrar for transmission to the 863. Definitions.

Secretary when emanating within China. 383.3 Articles of incorporation.

(b) The original articles of incorpora383.4 Holding shares of stock in other cor

tion shall be signed and acknowledged porations prohibited.

by all of the incorporators. 868.5 Application for certificate of incorpo

(c) The articles of incorporation shall ration. 363.6 Certificate of property value.

state the names, addresses, and nation363.7 Certificate of amendment to articles alities of the incorporators; the particuof incorporation.

lar business in which the corporation is to 863.8 Certificate of authorization for vol

engage so as to clearly show how the coruntary dissolution.

poration will aid in developing markets in 863.9 Certificate of authorization for ex

China for goods produced in the United tension.

States; and otherwise conform to the 863.10 Documents of stockholders' meeting to be filed.

requirements of section 4 (b), subhead363.11 Fees.

ings (1) to (7), inclusive, of the China 863.12 Accredited agent.

Trade Act. 363.18 Appeal from decision of Registrar.

(d) Said articles shall also state the 863.14 Inspection of records.

name and address of the corporation's 363.15 Citizenship of incorporators, direc

accredited agent, who shall reside within tors, or officers.

the District of Columbia. Any successor 363.16 Annual report.

to said agent shall be appointed as pro363.17 Filing documents. 363.18 Statement to be filed before certif

vided for by $ 363.12, without amendcate is delivered.

ment to Articles of Incorporation (see 863.19 Forms.

sec. 20 (b) of the act. AUTHORITY: The provisions this Part 363 (Secs. 4, 20 (b), 42 Stat. 850, 855, as amended; issued under sec. 17, 42 Stat. 854; 15 U.S.C. 15 U.S.C. 144, 160) 157 unless otherwise noted.

§ 363.4 Holding shares of stock in other SOURCE: The provisions of this Part 363

corporations prohibited. appear at 13 F.R. 7633, Dec. 9, 1948, unless otherwise noted.

No corporation formed under the pro

visions of the China Trade Act shall 8 363.1 Authority and effective date.

purchase or acquire, either directly or Whereas the Secretary of Commerce is

indirectly, for investment purposes, authorized by the China Trade Act of

shares of stock of any corporation en1922, as amended, to make such regula

gaged in any activity prohibited by sections as may be necessary to carry into

tion 4(c) of the act. effect the functions vested in him or in

(Sec. 4, 42 Stat. 850, as amended; 15 U.S.C. the Registrar by said act, the regulations

144) in this part are hereby approved and adopted and shall become effective July § 363.5 Application for certificate of in. 1, 1935.

corporation. 8 363.2 Definitions.

Persons desiring to incorporate under

the provisions of the China Trade Act When used in this part, unless the

shall make application, in duplicate, for context otherwise indicates, (a) The term "Secretary” means the

a certificate of incorporation. Secretary of Commerce;

§ 363.6

Certificate of property value. (b) The term “Registrar" means the

(a) Each certificate of property value Registrar of the China Trade Act; and

shall be filed in duplicate by the corpo(c) The term “corporation" means a

ration with the Registrar or the Seccorporation organized under the provi

retary, as the case may be. sions of the China Trade Act (42 Stat.

(b) There shall be filed with each such 849, 43 Stat. 995; 15 U.S.C. 141-162).

certificate a statement in duplicate by 8 363.3 Articles of incorporation.

the owner of any property to be received (a) Articles of incorporation shall be by the corporation in payment for its filed in quintuplicate (accompanied by stock, showing the date he purchased the Application Form No. 1, in duplicate) same, the price paid therefor, and the

a

amount, if any, for any lien, mortgage, § 363.9 Certificate of authorization for or other encumbrance against said prop

extension. erty at the time it is placed in the cus

The certificate of authorization for tody of the directors as provided for by

extension shall be signed by the presisection 4 (b) of the act.

dent or other authorized officer and at(c) There shall be filed, in duplicate,

tested by the secretary of the corporawith the certificate of property value,

tion and filed, in quintuplicate, with the a statement under oath of two disinter

Secretary or with the Registrar for ested persons acceptable to the Regis

transmission to the Secretary. trar or Secretary, as the case may be. (Sec. 4, 42 Stat. 850, as amended; 15 U. 8. C.

363.10 Documents of stockholders' 144)

meeting to be filed. & 363.7 Certificate of amendment to ar When a stockholders' meeting is held ticles of incorporation.

for any of the purposes stated in section (a) The certificate of amendment to

10(b) of the act, or for any other purarticles of incorporation shall be signed

pose, the following documents shall be by the president, or other authorized

filed with the Registrar or Secretary, as officer, and attested by the secretary of

the case may be (unless made a part of the corporation, and filed in quintupli

the minutes as hereinafter provided), cate with the Secretary or with the

and shall be signed and certified by Registrar for transmission to the

duly authorized oficer

of

the Secretary.

corporation: (b) When a certificate of amendment

(a) Two copies of the minutes of any to articles of incorporation is for the

such meeting, which shall set forth in purpose of increasing the capital stock

detail the action taken or business transof said corporation, a duly authorized

acted. Said minutes shall also show oficer thereof shall file with said certifi

that notice of call (unless waived) was cate, in duplicate, a certified statement

delivered or mailed to each stockholder to the effect that 25 per centum of the

of record and the date thereof. In lleu increased capital stock has been sub

of filing two certified copies of said notice scribed to in good faith: Provided, That

the same may be incorporated, verbatim, no certificate, authorizing the increase

in the minutes. of capital stock, shall be delivered to a

(b) Notice of call of a stockholders' corporation unless there is filed with meeting may be waived by the stock. the Registrar or the Secretary, as the

holders filing with a proper officer of the case may be, a statement under oath, in corporation waivers of said notice in duplicate, by an authorized officer of the

writing, signed by all of said stockholders corporation that 25 percent of said in

of record. When notice is so waived creased capital stock has been paid in

the secretary of the corporation or other in cash, or in real or personal property,

authorized officer thereof, may ile his as provided for by section 8 of the act.

certificate, in duplicate, to the effect that (Sec. 8, 42 Stat. 861; 16 U. 8. C. 148)

waivers of notice of the particular meet

ing have been signed by all said stock8 363.8 Certificate of authorization for

holders and filed with such oficer. Such voluntary dissolution.

certificate shall be accepted in lieu of (a) The certificate of authorization certified copies of waivers filled by said for voluntary dissolution shall be signed stockholders with the corporation. by the president or other authorized (c) When any share of stock is voted oficer and attested by the secretary of by proxy, the secretary or other authorthe corporation and filed, in quintupli ized officer of the corporation may file cate, with the Secretary or with the his certificate, in duplicate, showing the Registrar for transmission to

the

total number of shares voted by proxy at Secretary.

any such meeting, the name and address (b) Before any such corporation shall

of each stockholder represented by be deemed voluntarily dissolved under

proxy, the name and address of each the provisions of section 10 (c) of the

proxy voting at such meeting, the numChina Trade Act there shall be issued by

ber of shares voted by each said proxy, the Secretary a certificate to the effect that such corporation has conformed to

and that the proxies so voted were authe requirements of said act.

thorized by an instrument in writing (Sec. 10, 42 Stat. 852, as amended; 16 U.S.C.

signed and filed by each said stockholder 150)

with the corporation. Said certificate

shall be accepted in lieu of certified copies of proxies filed with the corporation.

(d) List in duplicate of current officers and directors of said corporation, stating the name, residence, and nationality of each.

(e) Statement in duplicate that all shares of stock voted at any such meeting were fully paid.

Provided, That such statements (referred to in paragraphs (d) and (e) of this section) need not be filled if the information required is incorporated in the minutes. (Sec. 10, 42 Stat. 852, as amended; 15 U.S.C. 150) 8 363.11 Fees.

(a) Filing fees. The following fees are prescribed and shall be payable, in the form of a draft payable to the Treasurer of the United States of America, upon the filing by the corporation of any of the following documents: Incorporation fee (as pro- $100.00 U.S.

vided for by section 5 of

the Act).
Certificate of Amendment of $25.00 U.S.

Articles of Incorporation.
Certificate of Property Value $25.00 U.S.

(minimum) (fee based on
value of property and
nature of investigations
made).

(b) Other fees and charges : Search and copying records $0.30 per page.

and documents. Certifying copies of records $0.50

and documents. (56 Stat. 1067; 5 U.S.C. 606, 15 CFR 4.2) (29 F.R. 15569, Nov. 20, 1964) § 363.12 Accredited agent.

(a) Articles of incorporation of a China Trade Act corporation shall state the name and address of its accredited agent, who shall reside within the District of Columbia. Power of attorney appointing said agent shall be certified by the incorporators and filed in duplicate with the Secretary or the Registrar, as the case may be, at the time of filing application for certificate of incorporation. Before issuance of said certificate a letter of consent to act shall be certified by said agent and filed with the Registrar or Secretary, as the case may be, in duplicate.

(b) No corporation shall remove, or accept the resignation of, its accredited

agent until a successor has been appointed and a certified copy of said appointment and written consent of such successor to act has been filed in duplicate; except that in the event of the death of such agent the corporation shall, within 30 days after notice thereof, appoint a successor in the manner set forth in paragraph (a) of this section. § 363.13 Appeal from decision of Reg

istrar. (a) An appeal to the Secretary may be taken from any decision or action of the Registrar within 6 months thereafter; provided that time for filing an appeal may be extended at the discretion of the Secretary.

(b) The person taking an appeal shall first submit to the Registra a written statement setting forth, in full, the alleged facts upon which the appeal is based; which when certified to by the Registrar as a true, full, and correct statement of such facts, shall be transmitted to the Secretary with a statement in writing from the Registrar setting forth his decision, or action, from which the appeal is taken.

(c) If the Registrar refuses to certify, as provided for above, the person aggrieved may submit his aforementioned statement to the Secretary: Provided, That a copy of such statement shall first be filed with the Registrar, and the Registrar shall transmit, to the Secretary, a statement of his decision or action and his reasons for refusing to so certify.

(d) The Secretary, as soon as practicable, shall render his decision to the person taking the appeal and to the Registrar. § 363.14 Inspection of records.

Any person desiring to inspect the records of a China Trade Act corporatiori on file with the Registrar or the Secretary, shall submit his application to the Secretary or the Registrar, as the case may be. 363.15 Citizenship of incorporators,

directors, or officers. Whenever an incorporator, a director, or officer of a China Trade Act corporation, resident in China, is a naturalized American citizen, he shall set forth in writing and file with the Kegistrar the name and place of the diplomatic or consular office where he is registered as a naturalized American citizen, and such registration shall be verified by the

Registrar, by obtaining a written state (c) Whenever the articles of incorpoment from said diplomatic or consular ration or bylaws of a corporation provide office that such person has a valid cur for the adoption of the annual report by rent registration.

the stockholders, there shall be filed, in § 363.16 Annual report.

duplicate, and affixed to Form 8, a stateThe fiscal year of a China Trade

ment by an authorized officer of the corAct corporation shall end December 31,

poration showing that all shares of stock and on or before March 15 of each

voted were fully paid: Provided, That succeeding year such corporation shall

when such information is incorporated

in the minutes said statement need not file with the Registrar a report of

be filed. its business for said fiscal year show

(d) There shall be affixed to said Form ing the financial condition of the corporation at the close of said year:

8, a statement, in duplicate, setting forth Provided, That an extension of time in

the names, addresses, and nationalities which to file said report may, in the dis

of all stockholders of the corporation on cretion of the Registrar be obtained it

the last day of the fiscal year ending requested in writing prior to said March

December 31, including number of shares

and classes of stock held by each: Pro15; Provided further, That in all cases the time for filling said report for any

vided, That such information may be

incorporated in the minutes of said year beginning after December 31, 1940,

meeting. is extended until the fifteenth day of the sixth month following the month in

Whenever a special tax-saving divi

dend is declared there shall also be filed which the present war with Germany, Italy, and Japan is terminated, as pro

by the corporation, in duplicate, a certificlaimed by the President, or to such other

cate of distribution of special dividend. extended date as the Registrar or the

(e) Statement, in duplicate, setting Secretary of Commerce shall set. Any

forth the names, residences, and nation

alities of directors and officers elected for corporation engaged in business for a period of less than 1 year, or any corpo

the ensuing year, provided that such inration which is in process of dissolution

formation may be set forth in the minor liquidation, shall file an annual report

utes of said meeting in lieu of filing said as herein prescribed, for such period as

statement: Provided, That when such

directors and officers are elected subseit is operated as a China Trade Act corporation. The annual report shall be

quently to the adoption of the annual adopted at a meeting of the stockholders

report, the corporation shall file such or directors, in accordance with the arti

statements, in duplicate, with the Regiscles of incorporation or the bylaws of

trar immediately upon the election of

said directors and officers. Such statesuch corporation and shall consist of the following documents which shall be

ments shall be certified to by the secreaffixed to and made a part of Form 8

tary of the corporation. (said form shall be signed and sworn to

(Sec. 12, 42 Stat. 853; 15 U.S.C. 152) under oath by the Secretary of the cor § 363.17 Filing documents. poration in the manner therein provided):

(a) Documents to be transmitted to (a) Minutes of meeting, in duplicate,

Secretary by Registrar. When applica

tion is made in China for certificate which shall show, in addition to other business transacted, the adoption of

of incorporation, the Registrar shall audited balance sheet and statement of

transmit the following documents to profit and loss for said fiscal year. In

the Secretary: (1) Original applicalieu of filing, in duplicate, notice of call,

tion; (2) the original articles of in. said notice may be incorporated in the

corporation and two copies. When minutes as provided for by $ 363.10 (a).

the certificate of incorporation is isWhen notice of call of meeting is waived

sued, the original shall be filed with or any votes are voted by proxy at said

the Secretary and two copies of certifimeeting an authorized oficer of the cor

cate certified by the Secretary, with said poration shall certify to any such waiver

copies of articles attached, shall be reor proxy in the manner prescribed by turned to the Registrar for his files and § 363.10.

transmission to the corporation. Two (b) Two copies of balance sheet and

additional copies of the certificate of intwo copies of statement of profit and loss corporation shall be forwarded to the for said fiscal year, audited and certified Registrar, who shall afix to each said by an accredited public accountant. certificate a copy of articles of incorpo

« PreviousContinue »