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Sec.

SUBCHAPTER A-MISCELLANEOUS REGULATIONS

PART 363-CHINA TRADE ACT REGULATIONS

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AUTHORITY: The provisions of this Part 363 issued under sec. 17, 42 Stat. 854; 15 U.S.C. 157 unless otherwise noted.

SOURCE: The provisions of this Part 363 appear at 13 F.R. 7633, Dec. 9, 1948, unless otherwise noted.

§ 363.1 Authority and effective date.

Whereas the Secretary of Commerce is authorized by the China Trade Act of 1922, as amended, to make such regulations as may be necessary to carry into effect the functions vested in him or in the Registrar by said act, the regulations in this part are hereby approved and adopted and shall become effective July 1, 1935.

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When used in this part, unless the context otherwise indicates,

(a) The term "Secretary" means the Secretary of Commerce;

(b) The term "Registrar" means the Registrar of the China Trade Act; and

(c) The term "corporation" means a corporation organized under the provisions of the China Trade Act (42 Stat. 849, 43 Stat. 995; 15 U.S.C. 141-162). § 363.3 Articles of incorporation.

(a) Articles of incorporation shall be filed in quintuplicate (accompanied by

Application Form No. 1, in duplicate) with the Secretary of Commerce at Washington, D.C., direct, when emanating within the United States, or with the Registrar for transmission to the Secretary when emanating within China.

(b) The original articles of incorporation shall be signed and acknowledged by all of the incorporators.

(c) The articles of incorporation shall state the names, addresses, and nationalities of the incorporators; the particular business in which the corporation is to engage so as to clearly show how the corporation will aid in developing markets in China for goods produced in the United States; and otherwise conform to the requirements of section 4 (b), subheadings (1) to (7), inclusive, of the China Trade Act.

(d) Said articles shall also state the name and address of the corporation's accredited agent, who shall reside within the District of Columbia. Any successor to said agent shall be appointed as provided for by § 363.12, without amendment to Articles of Incorporation (see sec. 20 (b) of the act.

(Secs. 4, 20 (b), 42 Stat. 850, 855, as amended; 15 U.S.C. 144, 160)

§ 363.4 Holding shares of stock in other corporations prohibited.

No corporation formed under the provisions of the China Trade Act shall purchase or acquire, either directly or indirectly, for investment purposes, shares of stock of any corporation engaged in any activity prohibited by section 4(c) of the act.

(Sec. 4, 42 Stat, 850, as amended; 15 U.S.C. 144)

§ 363.5 Application for certificate of incorporation.

Persons desiring to incorporate under the provisions of the China Trade Act shall make application, in duplicate, for a certificate of incorporation.

§ 363.6 Certificate of property value.

(a) Each certificate of property value shall be filed in duplicate by the corporation with the Registrar or the Secretary, as the case may be.

(b) There shall be filed with each such certificate a statement in duplicate by the owner of any property to be received by the corporation in payment for its stock, showing the date he purchased the

same, the price paid therefor, and the 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 Registrar for transmission to 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

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The certificate of authorization for extension 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.

§ 363.10 Documents of stockholders' meeting to be filed.

When a stockholders' meeting is held for any of the purposes stated in section 10(b) of the act, or for any other purpose, the following documents shall be filed with the Registrar or Secretary, as the case may be (unless made a part of the minutes as hereinafter provided), and shall be signed and certified by duly authorized officer of the corporation:

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(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 filled 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.O. 150)

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(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 filling 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

and documents.

$0.50

(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 filling 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 filled 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 fille 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 filled 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 filled 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

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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 incorporation retained by the Registrar. 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 certifiled, 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:

(1) One copy of application, for Registrar's files,

(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:

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