Posted by As China’s annual Two Sessions conclude and the government’s work report outlines key objectives, various central ministries and commissions have begun to release their legislative priorities for 2024. Typically, the legislative agendas of the National People’s Congress (NPC) and the State Council are officially published in May. However, the priorities of individual ministries are often disclosed earlier, offering insights into the broader legislative direction for the year. Among these, the State Administration for Market Regulation (SAMR), a key ministry with responsibilities encompassing market regulation, antitrust enforcement, food safety supervision, standardization, and inspection and testing, unveiled its 2024 legislative plan in early April.
The following are several noteworthy items from SAMR’s plan that are likely to significantly impact Foreign-Invested Enterprises (FIEs) operating in China:
| Category | Original Name (Chinese) | Translated Name (English) |
| Product Quality and Safety | 中华人民共和国产品质量法 | Product Quality Law of the People’s Republic of China |
| 特种设备安全监察条例 | Regulation on Safety Supervision of Special Equipment | |
| 中药品种保护条例 | Regulation on the Protection of Traditional Chinese Medicine Varieties | |
| Medical Devices and Standards | 中华人民共和国医疗器械管理法 | Medical Devices Administration Law of the People’s Republic of China |
| 法定计量检定机构监督管理办法 | Supervision and Administration Measures for Legal Metrology Verification Institutions | |
| 专业计量站管理办法 | Management Measures for Professional Metrology Stations | |
| 标准物质管理办法 | Management Measures for the Adoption of International Standards | |
| 采用国际标准管理办法 | State Council Provisions on the Registration Capital Management System for Implementing the Company Law | |
| Corporate Regulations | 国务院关于实施《中华人民共和国公司法》注册资本登记管理制度的规定 | State Council Provisions on the Registration Capital Management System for Implementing the Company Law |
| 国务院关于规范公司强制注销的规定 | State Council Provisions on Regulating the Compulsory Deregistration of Companies | |
| 禁止传销条例 | Regulations on Prohibiting Pyramid Schemes | |
| Certification and Oversight | 中华人民共和国认证认可条例 | Certification and Accreditation Regulation of the People’s Republic of China |
| 企业公示信息抽查暂行办法 | Interim Measures for Spot Checks of Corporate Public Information | |
| 市场监督管理严重违法失信名单管理办法 | Supervision and Management Regulations on Food Production and Operation Enterprises Implementing Food Safety Responsibilities | |
| Food Safety | 食品生产经营企业落实食品安全主体责任监督管理规定 | Supervision and Management Regulations on Food Production and Operation Enterprises Implementing Food Safety Responsibilities |
| 食品委托生产监督管理办法 | Supervision and Management Measures for Food Entrusted Production | |
| 食品标识监督管理办法 | Supervision and Management Measures for Food Labeling | |
| 集中用餐单位落实食品安全主体责任监督管理规定 | Supervision and Management Regulations on Centralized Catering Units Implementing Food Safety Responsibilities | |
| Inspection and Testing | 检验检测机构监督管理办法 | Supervision and Administration Measures for Testing and Inspection Institutions |
| Individual and Small Businesses | 个体工商户登记注册管理办法 | Measures for the Registration of Individual Industrial and Commercial Households |
Aligning the Foreign Investment Law with the new Company Law
Since the Foreign Investment Law (FIL) came into effect in 2020, replacing the previous “Three Foreign Investment Laws,” it has been clear that foreign-invested enterprises’ (FIEs) organizational forms, governance structures, and operational rules must conform to the provisions of the Company Law and the Partnership Enterprise Law. The FIL granted existing FIEs a five-year transitional period to comply with these requirements, with the deadline set for December 31, 2024.
In parallel, China revised its Company Law last year, and the updated version will take effect on July 1, 2024. Consequently, FIEs established under the old “Three Foreign Investment Laws” must complete their transition in accordance with the new Company Law by the end of this year. While this transition is relatively straightforward for wholly foreign-owned enterprises, it poses challenges for joint ventures, as shareholders must renegotiate and amend corporate charters and governance structures, introducing an element of uncertainty.
Newly established FIEs must also design their governance structures and management responsibilities to comply with the updated Company Law. For instance, the revised law stipulates that shareholders of limited liability companies must fully pay their registered capital within five years of the company’s incorporation. SAMR is responsible for drafting more detailed regulations to implement this provision. In February, SAMR released a draft regulation for public consultation, which included transitional arrangements. FIEs should closely monitor developments in these regulations and assess whether adjustments to their capital contribution timelines are required to ensure compliance.
Advancing Competition Policy Legislation
While SAMR’s 2024 legislative plan does not include specific items related to competition policy, this does not mean the field will remain static. According to SAMR, key legislative proposals such as the amendments to the Anti-Unfair Competition Law and the introduction of the Fair Competition Review Regulation have already been submitted to national legislative bodies. SAMR will continue supporting these legislative efforts.
China has been increasingly using legal mechanisms to strengthen the foundational role of competition policy. The revised Anti-Unfair Competition Law will introduce new requirements for market participants to uphold fair competition, while the Fair Competition Review Regulation will mandate that government bodies review policies to avoid institutional barriers to market fairness. Businesses are advised to stay attuned to the progress of these legislative initiatives at the national level.
By closely monitoring these legislative developments, particularly in areas such as corporate compliance, medical device regulation, and competition policy, foreign-invested enterprises can better navigate regulatory changes and maintain alignment with China’s evolving legal framework.