amount, if any, for any lien, mortgage, or other encumbrance against said property at the time it is placed in the custody of the directors as provided for by section 4 (b) of the act.

(c) There shall be filed, in duplicate, with the certificate of property value, a statement under oath of two disinterested persons acceptable to the Registrar or Secretary, as the case may be. (Sec. 4, 42 Stat. 850, as amended; 15 U. 8. C. 144)

§ 363.7

Certificate of amendment to articles of incorporation.

(a) The certificate of amendment to articles of incorporation shall be signed by the president, or other authorized officer, and attested by the secretary of the corporation, and filed in quintuplicate with the Secretary or with the transmission to Registrar for the Secretary.

(b) When a certificate of amendment to articles of incorporation is for the purpose of increasing the capital stock of said corporation, a duly authorized officer thereof shall file with said certificate, in duplicate, a certified statement to the effect that 25 per centum of the increased capital stock has been subscribed to in good faith: Provided, That no certificate, authorizing the increase of capital stock, shall be delivered to a corporation unless there is filed with the Registrar or the Secretary, as the case may be, a statement under oath, in duplicate, by an authorized officer of the corporation that 25 percent of said increased capital stock has been paid in in cash, or in real or personal property, as provided for by section 8 of the act. (Sec. 8, 42 Stat. 851; 15 U. S. C. 148)

§ 363.8 Certificate of authorization for voluntary dissolution.

(a) The certificate of authorization for voluntary dissolution shall be signed by the president or other authorized officer and attested by the secretary of the corporation and filed, in quintuplicate, with the Secretary or with the Registrar for transmission to the Secretary.

(b) Before any such corporation shall be deemed voluntarily dissolved under the provisions of section 10 (c) of the China Trade Act there shall be issued by the Secretary a certificate to the effect that such corporation has conformed to the requirements of said act.

(Sec. 10, 42 Stat. 852, as amended; 15 U.S.C. 150)

(a) Two copies of the minutes of any such meeting, which shall set forth in detail the action taken or business transacted. Said minutes shall also show that notice of call (unless waived) was delivered or mailed to each stockholder of record and the date thereof. In lieu of filing two certified copies of said notice the same may be incorporated, verbatim, in the minutes.

(b) Notice of call of a stockholders' meeting may be waived by the stockholders filing with a proper officer of the corporation waivers of said notice in writing, signed by all of said stockholders of record. When notice is so waived the secretary of the corporation or other authorized officer thereof, may file his certificate, in duplicate, to the effect that waivers of notice of the particular meeting have been signed by all said stockholders and filed with such officer. Such certificate shall be accepted in lieu of certified copies of waivers filed by said stockholders with the corporation.

(c) When any share of stock is voted by proxy, the secretary or other authorized officer of the corporation may file his certificate, in duplicate, showing the total number of shares voted by proxy at any such meeting, the name and address of each stockholder represented by proxy, the name and address of each proxy voting at such meeting, the number of shares voted by each said proxy, and that the proxies so voted were authorized by an instrument in writing signed and filed by each said stockholder 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 filed if the information required is incorporated in the minutes.

(Sec. 10, 42 Stat. 852, as amended; 15 U.S.C. 150)

(56 Stat. 1067; 15 U.S.C. 1520, 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 Registrar 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 corporation 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 Registrar 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 statement from said diplomatic or consular office that such person has a valid current registration.

§ 363.16 Annual report.

The fiscal year of a China Trade Act corporation shall end December 31, and on or before March 15 of each succeeding year such corporation shall file with the Registrar a report of its business for said fiscal year showing the financial condition of the corporation at the close of said year: Provided, That an extension of time in which to file said report may, in the discretion of the Registrar be obtained if requested in writing prior to said March 15; Provided further, That in all cases the time for filling said report for any year beginning after December 31, 1940, is extended until the fifteenth day of the sixth month following the month in which the present war with Germany, Italy, and Japan is terminated, as proclaimed by the President, or to such other extended date as the Registrar or the Secretary of Commerce shall set. Any corporation engaged in business for a period of less than 1 year, or any corporation which is in process of dissolution or liquidation, shall file an annual report as herein prescribed, for such period as it is operated as a China Trade Act corporation. The annual report shall be adopted at a meeting of the stockholders or directors, in accordance with the articles of incorporation or the bylaws of such corporation and shall consist of the following documents which shall be affixed to and made a part of Form 8 (said form shall be signed and sworn to under oath by the Secretary of the corporation in the manner therein provided):

(a) Minutes of meeting, in duplicate, which shall show, in addition to other business transacted, the adoption of audited balance sheet and statement of profit and loss for said fiscal year. In lieu of filing, in duplicate, notice of call, said notice may be incorporated in the minutes as provided for by § 363.10 (a). When notice of call of meeting is waived or any votes are voted by proxy at said meeting an authorized officer of the corporation shall certify to any such waiver or proxy in the manner prescribed by § 363.10.

(b) Two copies of balance sheet and two copies of statement of profit and loss for said fiscal year, audited and certified by an accredited public accountant.

(c) Whenever the articles of incorporation or bylaws of a corporation provide for the adoption of the annual report by the stockholders, there shall be filed, in duplicate, and affixed to Form 8, a statement by an authorized officer of the corporation showing that all shares of stock voted were fully paid: Provided, That when such information is incorporated in the minutes said statement need not be filed.

(d) There shall be affixed to said Form 8, a statement, in duplicate, setting forth the names, addresses, and nationalities of all stockholders of the corporation on the last day of the fiscal year ending December 31, including number of shares and classes of stock held by each: Provided, That such information may be incorporated in the minutes of said meeting.

Whenever a special tax-saving dividend is declared there shall also be filed by the corporation, in duplicate, a certificate of distribution of special dividend.

(e) Statement, in duplicate, setting forth the names, residences, and nationalities of directors and officers elected for the ensuing year, provided that such information may be set forth in the minutes of said meeting in lieu of filing said statement: Provided, That when such directors and officers are elected subsequently to the adoption of the annual report, the corporation shall file such statements, in duplicate, with the Registrar immediately upon the election of said directors and officers. Such statements shall be certified to by the secretary of the corporation.

(Sec. 12, 42 Stat. 853; 15 U.S.C. 152) § 363.17 Filing documents.

(a) Documents to be transmitted to Secretary by Registrar. When application is made in China for certificate of incorporation, the Registrar shall transmit the following documents to the Secretary: (1) Original application; (2) the original articles of inWhen corporation and two copies. the certificate of incorporation is issued, the original shall be filed with the Secretary and two copies of certificate certified by the Secretary, with said copies of articles attached, shall be returned to the Registrar for his files and transmission to the corporation. Two additional copies of the certificate of incorporation shall be forwarded to the Registrar, who shall affix to each said certificate a copy of articles of incorpo

ration retained by the Registrar. The Registrar shall certify and transmit the two sets as follows: one to the American Legation and one to the consular officer for the district where the central office or place of business of the corporation is located in China.

When the application is filed by the corporation with the Registrar for certificate of amendment of articles of incorporation, certificate of authorization for voluntary dissolution, or certificate for extension, the original of each said document and two copies shall be transmitted to the Secretary. When certified by him, the original shall be filed with the Secretary and the copies, duly certified, shall be returned to the Registrar for his files and for transmission to the corporation. The Registrar shall certify the two copies retained by him and transmit the same as follows: one to the American Legation and one to the consular officer as provided above.

One copy of all other papers filed with the Registrar shall be certified by him and transmitted to the Secretary.

(b) Documents to be transmitted to Registrar, when filed with Secretary direct. When application is made in the United States for certificate of incorporation, certificate of amendment of articles of incorporation, certificate of authorization for voluntary dissolution, or certificate for extension, the following documents shall be transmitted to the Registrar upon the issuance by the Secretary of any such certificate:

364.3

364.4

(2) Four copies of certificate of incorporation, with copies of articles of incorporation attached,

(3) Four copies of certificate of amendments of articles of incorporation,

(4) Four copies of certificate of authorization for voluntary dissolution,

(5) Four copies of certificate authorizing extension.

The original of each of the foregoing certificates shall be filed with the Secretary, and two copies thereof certified by the Secretary shall be forwarded to the Registrar for his files and for transmission to the corporation. The remaining copies shall be transmitted to the Registrar for the following disposition: one to the American Legation and one to the aforesaid consular officer.

One copy of all other papers filed with the Secretary direct shall be transmitted to the Registrar.

364.5

Definitions.

Who may apply for designation of a
fair.

How to apply for designation of a fair
Substance of application.

Extending closing date of a fair.

AUTHORITY: The provisions of this Part 364 issued under 73 Stat. 18, 19 U.S.C. 1751 through 1756.

SOURCE: The provisions of this Part 364 appear at 29 F.R. 10579, July 30, 1964, unless otherwise noted.

(c) The term "operator" means the person, firm or corporation, including a State or local government agency, conducting the fair and who will be responsible for entry and disposition of all articles entered under the Act at a designated fair.

§ 364.2 Who may apply for a designation of a fair.

A fair operator who desires the privileges of the Act may apply to the U.S. Expositions Staff, Office of Administration for Domestic and International Business, to have the fair designated as being in the public interest in promoting trade and therefore eligible for the privileges of duty-free entry provided by the Act for articles to be exhibited at the fair or for use in constructing, installing, or maintaining foreign exhibits at the fair.

[29 F.R. 10579, July 30, 1964, as amended at 32 F.R. 8853, June 22, 1967]

(a) An operator of a fair to be held in the United States shall make application on Form IA-32, Application for Designation of a Fair, in accordance with the instructions set forth on the form and in this part.1

(b) Form LA-32 shall be completed in quadruplicate. Two copies of the form shall be filed with the U.S. Expositions Staff, Office of Administration for Domestic and International Business, Washington, D.C., 20230, and one copy shall be filed with that Field Office of the Department of Commerce, listed in paragraph (c), which is nearest to the applicant. The fourth copy shall be retained in the applicant's files for the duration of the fair.

(c) Application forms may be obobtained from the U.S. Expositions Staff or any of the following Department of Commerce Field Offices:

Albuquerque, N. Mex., 87101, U.S. Courthouse.

Anchorage, Alaska, 99501, Room 306 LoussacSogn Building.

Atlanta, Ga., 30303, Fourth Floor, Home Savings Building, 75 Forsyth Street NW. Baltimore, Md., 21202, Room 305 U.S. Customhouse, Gay and Lombard Streets. Birmingham, Ala., 35203, Title Building, 2030 Third Avenue North.

1Copies of Form IA-32 have been filled with the Office of the Federal Register.

Boston, Mass., 02110, Room 230, 80 Federal Street.

Buffalo, N.Y., 14203, 504 Federal Building, 117 Ellicott Street.

Charleston, S.C., 29401, No. 4 North Atlantic Wharf.

Charleston, W. Va., 25301, 3002 New Federal Office Building, 500 Quarrier Street. Cheyenne, Wyo., 82001, 207 Majestic Building, 16th and Capital Ave.

Chicago, Ill., 60606, Room 1302, 226 West Jackson Boulevard.

Cincinnati, Ohio, 45202, 8028 Federal Office Building, 550 Main Street.

Cleveland, Ohio, 44101, Fourth Floor, Federal Reserve Bank Building, East Sixth Street and Superior Avenue.

Dallas, Tex., 75202, Room 1200, 1114 Commerce Street.

Denver, Colo., 80202, 142 New Custom House, 19th and Stout Street.

Des Moines, Iowa, 50309, Room 1216, Paramount Building, 509 Grant Avenue. Detroit, Mich., 48226, 445 Federal Building. Greensboro, N.C., 27402, Room 407, U.S. Post Office Building.

Hartford, Conn., 06103, 18 Asylum Street. Houston, Tex, 77002, 5102 Federal Building, 515 Rusk Avenue.

Jacksonville, Fla., 32202, 512 Greenleaf Building, 204 Laura Street.

Kansas City, Mo., 64106, Room 20111, 911 Walnut Street.

Los Angeles, Calif., 90015, Room 450, Western Pacific Building, 1031 South Broadway. Memphis, Tenn., 38103, 345 Federal Office Building, 167 North Main Street.

Miami, Fla., 33130, Room 1628, Federal Office Building, 51 Southwest First Avenue. Milwaukee, Wis., 53203, Straus Building, 238 West Wisconsin Avenue.

Minneapolis, Minn., 55401, Room 304, Federal
Building, 110 South Fourth Street.

New Orleans, La., 70130, 1508 Masonic Temple
Building, 333 St. Charles Avenue.
Honolulu, Hawaii, 96813, 202 International
Savings Building, 1022 Bethel Street.
New York, N.Y., 10001, 61st Floor, Empire
State Building, 350 Fifth Avenue.
Philadelphia, Pa., 19107, Jefferson Building,
1015 Chestnut Street.

Phoenix, Ariz., 85025, New Federal Building, 230 North First Avenue.

Pittsburgh, Pa., 15222, 1030 Park Building, 355 Fifth Avenue.

Portland, Oreg., 97204, 217 Old U.S. Courthouse, 520 Southwest Morrison Street. Reno, Nev., 89502, 1479 Wells Avenue. Richmond, Va., 23240, 2105 Federal Building, 400 North Eighth Street.

St. Louis, Mo., 63103, 2511 Federal Building, 1520 Market Street.

Salt Lake City, Utah, 84111, 3235 Federal Building, 125 South State Street.

San Francisco, Calif., 94102, 450 Golden Gate Avenue, Box 36013.

Santurce, Puerto Rico, 00907, Room 628, 605 Condado Avenue.