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SUBCHAPTER A-MISCELLANEOUS REGULATIONS
PART 363—CHINA TRADE ACT Application Form No. 1, in duplicate)
with the Secretary of Commerce at Sec.
Washington, D.C., direct, when emanat363.1 Authority and effective date.
ing within the United States, or with 863.2 Definitions.
the Registrar for transmission to the 863.3 Articles of incorporation.
Secretary when emanating within China. 363.4 Holding shares of stock in other corporations prohibited.
(b) The original articles of incorpora
tion shall be signed and acknowledged 869.5 Application for certificate of incorporation.
by all of the incorporators. 363.6 Certificate of property value.
(c) The articles of incorporation shall 383.7 Certificate of amendment to articles state the names, addresses, and nationof incorporation.
alities of the incorporators; the particu863.8 Certificate of authorization for vol- lar business in which the corporation is to untary dissolution.
engage so as to clearly show how the cor869.9 Certificate of authorization for ex
poration will aid in developing markets in tension, 863.10 Documents of stockholders' meeting
China for goods produced in the United to be filled.
States; and otherwise conform to the 363.11 Fees.
requirements of section 4 (b), subhead363.12 Accredited agent.
ings (1) to (7), inclusive, of the China 863.18 Appeal from decision of Registrar. Trade Act. 363.14 Inspection of records.
(d) Said articles shall also state the 363.15 Citizenship of incorporators, direc- name and address of the corporation's tors, or officers.
accredited agent, who shall reside within 369.16 Annual report.
the District of Columbia. Any successor 863.17 Filing documents. 363.18 Statement to be filed before certin
to said agent shall be appointed as procate is delivered.
vided for by § 363.12, without amend863.19 Forms.
ment to Articles of Incorporation (see
sec. 20 (b) of the act. AUTHORITY: The provisions of this Part 363 issued under sec. 17, 42 Stat. 854; 15 U.S.C.
(Secs. 4, 20 (b), 42 Stat. 850, 855, as amended; 157 unless otherwise noted.
15 U.S.C. 144, 160) SOURCE: The provisions of this part 363 § 363.4 Holding shares of stock in other appear at 13 F.R. 7633, Dec. 9, 1948, unless
corporations prohibited. otherwise noted.
No corporation formed under the pro§ 363.1 Authority and effective date. visions of the China Trade Act shall Whereas the Secretary of Commerce is
purchase or acquire, either directly or authorized by the China Trade Act of
indirectly, for investment purposes, 1922, as amended, to make such regula
shares of stock of any corporation entions as may be necessary to carry into
gaged in any activity prohibited by sec
tion 4(c) of the act. effect the functions vested in him or in the Registrar by said act, the regulations (Sec. 4, 42 Stat. 850, as amended; 15 U.S.C.
144) in this part are hereby approved and adopted and shall become effective July
§ 363.5 Application for certificate of in1, 1935.
corporation. § 363.2 Definitions.
Persons desiring to incorporate under When used in this part, unless the the provisions of the China Trade Act
shall make application, in duplicate, for context otherwise indicates,
a certificate of incorporation. (a) The term “Secretary” means the 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 § 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
stock, showing the date he purchased the filed in quintuplicate (accompanied by
same, the price paid therefor, and the that such corporation has conformed to amount, if any, for any lien, mortgage, the requirements of said act. or other encumbrance against said prop- (Sec. 10, 42 Stat. 852, as amended; 15 U.S.C. erty at the time it is placed in the cus- 150) tody of the directors as provided for by
$363.9 Certificate of authorization for section 4 (b) of the act.
extension. (c) There shall be filed, in duplicate, with the certificate of property value,
The certificate of authorization for a statement under oath of two disinter
extension shall be signed by the presi
dent or other authorized officer and atested persons acceptable to the Regis
tested by the secretary of the corporatrar or Secretary, as the case may be.
tion and filed, in quintuplicate, with the (Sec. 4, 42 Stat. 850, as amended; 15 U. 8. C.
Secretary or with the Registrar for
transmission to the Secretary, § 363.7 Certificate of amendment to articles of incorporation.
8 363.10 Documents of stockholders'
meeting to be filed. (a) The certificate of amendment to articles of incorporation shall be signed
When a stockholders' meeting is held by the president, or other authorized
for any of the purposes stated in section officer, and attested by the secretary of
10(b) of the act, or for any other purthe corporation, and Aled in quintupli
pose, the following documents shall be cate with the Secretary or with the
filed with the Registrar or Secretary, as Registrar for transmission to the
the case may be (unless made a part of Secretary.
the minutes as hereinafter provided), (b) When a certificate of amendment
and shall be signed and certified by to articles of incorporation is for the
duly authorized oficer of the purpose of increasing the capital stock
corporation: of said corporation, a duly authorized
(a) Two copies of the minutes of any officer thereof shall file with said certifi- such meeting, which shall set forth in cate, in duplicate, a certified statement
detail the action taken or business transto the effect that 25 per centum of the
acted. Said minutes shall also show increased capital stock has been sub
that notice of call (unless waived) was scribed to in good faith: Provided, That
delivered or mailed to each stockholder no certificate, authorizing the increase
of record and the date thereof. In lieu of capital stock, shall be delivered to a
of filing two certified copies of said notice
the same may be incorporated, verbatim, corporation unless there is filed with
in the minutes, the Registrar or the Secretary, as the
(b) Notice of call of a stockholders' case may be, a statement under oath, in
meeting may be waived by the stock. duplicate, by an authorized officer of the
holders filing with a proper oficer of the corporation that 25 percent of said in- corporation waivers of said notice in creased capital stock has been paid in writing, signed by all of said stockholders in cash, or in real or personal property, of record. When notice is so waived as provided for by section 8 of the act. the secretary of the corporation or other (Sec. 8, 42 Stat. 851; 16 U. 8. C. 148)
authorized officer thereof, may file his
certificate, in duplicate, to the effect that 8 363.8 Certificate of authorization for
waivers of notice of the particular meetvoluntary dissolution.
ing have been signed by all said stock(a) The certificate of authorization holders and filed with such officer. Such for voluntary dissolution shall be signed certificate shall be accepted in lieu of by the president or other authorized certified copies of waivers filed by said officer and attested by the secretary of
stockholders with the corporation. the corporation and filed, in quintupli
(c) When any share of stock is voted cate, with the Secretary or with the
by proxy, the secretary or other authorRegistrar for
ized officer of the corporation may file transmission to the Secretary
his certificate, in duplicate, showing the
total number of shares voted by proxy at (b) Before any such corporation shall
any such meeting, the name and address be deemed voluntarily dissolved under of each stockholder represented by the provisions of section 10 (c) of the
proxy, the name and address of each China Trade Act there shall be issued by proxy voting at such meeting, the numthe Secretary a certificate to the effect ber of shares voted by each said proxy,
and that the proxies so voted were au- the Registrar or Secretary, as the caso
pointment and written consent of such (d) List in duplicate of current officers successor to act has been filed in dupliand directors of said corporation, stating cate; except that in the event of the the name, residence, and nationality of death of such agent the corporation each,
shall, within 30 days after notice there(e) Statement in duplicate that all of, appoint a successor in the manner shares of stock voted at any such meet- set forth in paragraph (a) of this section. ing were fully paid. Provided, That such statements (re
§ 363.13 Appeal from decision of Reg.
istrar. ferred to in paragraphs (d) and (e) of this section) need not be filed if the
(a) An appeal to the Secretary may information required is incorporated in
be taken from any decision or action the minutes.
of the Registrar within 6 months there(Soc. 10, 42 Stat. 852, as amended; 18 U 8.O.
after; provided that time for illing an 150)
appeal may be extended at the discretion
of the Secretary. § 363.11 Fees.
(b) The person taking an appeal shall (a) Filing fees. The following fees
first submit to the Registrar a written are prescribed and shall be payable, in
statement setting forth, in full, the althe form of a draft payable to the Treas
leged facts upon which the appeal is urer of the United States of America,
based; which when certified to by the upon the filing by the corporation of any
Registrar as a true, full, and correct of the following documents:
statement of such facts, shall be trans
mitted to the Secretary with a statement Incorporation fee (as pro- $100.00 U.S.
in writing from the Registrar setting vided for by section 5 of the Act).
forth his decision, or action, from which Certificate of Amendment of $28.00 U.S.
the appeal is taken. Articles of Incorporation.
(c) If the Registrar refuses to certify, Certificate of Property Value $20.00 U.S. as provided for above, the person ag(minimum) (fee based on
grieved may submit his aforementioned value of property and
statement to the Secretary: Provided, nature of investigations
That a copy of such statement shall first made).
be filled with the Registrar, and the Reg(b) Other fees and charges:
istrar shall transmit, to the secretary, &
statement of his decision or action and Search and copying records $0.30 per page.
his reasons for refusing to so certify. and documents. Certifying copies of records $0.50
(d) The Secretary, as soon as practiand documents.
cable, shall render his decision to the
person taking the appeal and to the (56 Stat. 1067; 6 U.S.C. 606, 16 CFR 4.2)
Registrar. [29 F.R. 15669, Nov. 20, 1964)
§ 363.14 Inspection of records. $363.12 Accredited agent.
Any person desiring to inspect the (a) Articles of incorporation of
records of a China Trade Act corporation China Trade Act corporation shall state
on file with the Registrar or the Secrethe name and address of its accredited
tary, shall submit his application to the agent, who shall reside within the Dis- Secretary or the Registrar, as the case trict of Columbia. Power of attorney appointing said agent shall be certified
$363.15 Citizenship of incorporators, by the incorporators and filed in dupli
directors, or officers. cate with the Secretary or the Registrar,
Whenever an incorporator, & director, as the case may be, at the time of
or oficer of a China Trade Act corporaAling application for certificate of in
tion, resident in China, is a naturalized corporation. Before issuance of said
American citizen, he shall set forth in certificate a letter of consent to act shall
writing and file with the Registrar the be certified by said agent and filled with name and place of the diplomatic or
alydle profit del OL hald I minut
consular ofice where he is registered as (b) Two copies of balance sheet and a naturalized American citizen, and such two copies of statement of profit and loss registration shall be verified by the for said fiscal year, audited and certifed Registrar, by obtaining & written state- by an accredited public accountant. ment from said diplomatic or consular (c) Whenever the articles of incorpooffice that such person has a valid cur- ration or bylaws of a corporation provide rent registration.
for the adoption of the annual report by
the stockholders, there shall be filled, in 8 363.16 Annual report.
duplicate, and affixed to Form 8, a stateThe fiscal year of & 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 file with the Registrar & report of in the minutes said statement need not its business for said fiscal year show- be filed. ing the financial condition of the (d) There shall be affixed to said Form 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 i the last day of the fiscal year ending requested in writing prior to said March December 31, including number of shares 15; Provided further, That in all cases and classes of stock held by each; Prothe time for Aling said report for any vided, That such information may be year beginning after December 31, 1940, incorporated in the minutes of said is extended until the fifteenth day of the meeting. sixth month following the month in Whenever & special tax-saving divi. which the present war with Germany, dend is declared there shall also be Alled Italy, and Japan is terminated, as pro- by the corporation, in duplicate, a certifclaimed 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 nationcorporation engaged in business for & alities of directors and oficers elected for 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 min. or liquidation, shall Alle an annual report utes of said meeting in lieu of filing said & herein prescribed, for such period as statement: Provided, That when such It is operated as a China Trade Act cor- directors and oficers are elected subseporation. 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 such corporation and shall consist of the said directors and officers. Such statefollowing documents which shall be ments shall be certified to by the secreafixed to and made a part of Form 8 tary of the corporation. (sald form shall be signed and sworn to (Sec. 12, 42 Stat. 853; 15 U.S.C. 152) under oath by the Secretary of the corporation in the manner therein pro
8 363.17 Filing documents. vided):
(a) Documents to be transmitted to (a) Minutes of meeting, in duplicate, Secretary by Registrar. When applicawhich shall show, in addition to other
tion is made in China for certificate 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 lieu of filing, in duplicate, notice of call,
the Secretary: (1) Original applicasaid notice may be incorporated in the
tion; (2) the original articles of inminutes as provided for by $ 363.10 (a),
corporation and two copies. When When notice of call of meeting is waived
the certificate of incorporation is ism or any votes are voted by proxy, at said
sued, the original shall be filled with meeting an authorized officer of the cor- the Secretary and two copies of certifi. poration shall certify to any such waiver cate certified by the Secretary, with said or proxy in the manner prescribed by copies of articles attached, shall be re$ 383.10.
turned to the Registrar for his files and
transmission to the corporation. Two one to the American Legation and one
§ 363.18 Statement to be filed before Registrar shall certify and transmit the
certificate is delivered. two sets as follows: one to the American Legation and one to the consular oficer
No certificate of incorporation shall for the district where the central office
be delivered to a China Trade Act coror place of business of the corporation
poration until it has filed a statement, is located in China.
under oath, with the Registrar to the When the application is filed by the
effect that at least 25 per centum of its corporation with the Registrar for certif
authorized capital stock has been paid icate of amendment of articles of incor
in. poration, certificate of authorization for § 363.19 Forms. voluntary dissolution, or certificate for The Department of Commerce, upon extension, the original of each said doc
request, will furnish forms for the mateument and two copies shall be trans
rial required to be filed under this part. mitted to the Secretary. When certified
The material filed must, in form and by him, the original shall be filed with
substance, correspond with the said the Secretary and the copies, duly certi
forms, which are as follows: fied, shall be returned to the Registrar
Form 1 for his files and for transmission to the
Application for Certificate of In
corporation. corporation. The Registrar shall cer
Form 2 Certification of Incorporation. tify the two copies retained by him and Form 3 Certificate of Amendment to Ar. transmit the same as follows: one to
ticles of Incorporation. the American Legation and one to the Form 4 Certificate of Authorization for consular officer as provided above.
Form 5 One copy of all other papers filed with
Certificate of Authorization for
Extension. the Registrar shall be certified by him
Form 6 Certificate of Property Value. and transmitted to the Secretary.
Form 7 Certificate of Property Value by (b) Documents to be transmitted to
Form 10 Application for poration, certificate of amendment of ar
Records. ticles of incorporation, certificate of authorization for voluntary dissolution, or certificate for extension, the following
PART 364-TRADE FAIRS IN THE documents shall be transmitted to the
UNITED STATES Registrar upon the issuance by the Sec
364.1 Definitions. retary of any such certificate:
364.2 (1) One copy of application, for Reg.
Who may apply for designation of a
fair. istrar's files,
364.3 How to apply for designation of a fair. (2) Four copies of certificate of incor
364.4 Substance of application. poration, with copies of articles of incor
364.5 Extending closing date of a fair. poration attached,
AUTHORITY: The provisions of this part (3) Four copies of certificate of
364 issued under 73 Stat. 18, 19 U.S.C. 1761 amendments of articles of incorporation,
through 1756. (4) Four copies of certificate of au
SOURCE: The provisions of this Part 364 thorization for voluntary dissolution,
appear at 29 F.R. 10579, July 30, 1964, unless (5) Four copies of certificate author
otherwise noted. izing extension.
§ 364.1 Definitions. The original of each of the foregoing certificates shall be filed with the Sec
For the purpose of the regulations in retary, and two copies thereof certified this part: by the Secretary shall be forwarded to
(a) The term “Act” means the Trade the Registrar for his files and for trans- Fair Act of 1959. mission to the corporation. The remain- (b) The term “fair” includes a trade ing copies shall be transmitted to the
fair, trade show, industrial exhibition, Registrar for the following disposition: agricultural fair, State or county fair,