中华人民共和国外资企业法（五）

Article 19 The organizational form of a foreign-capital enterprise shall be a limited liability company. With approval， the enterprise may also take any other liability form.

With respect to a foreign-capital enterprise which is a limited liability company， the liability of the foreign investor to the enterprise shall be limited to the amount of investment subscribed and contributed to the enterprise by the investor. With respect to a foreign-capital enterprise which takes any other liability form， the liability of the foreign investor to the enterprise shall be dealt with in accordance with the provisions of Chinese laws and regulations.

Article 20 The total amount of investment of a foreign-capital enterprise refers to the total amount of funds needed for the establishment of the enterprises， i.e. the sum total of the funds invested in capital construction in accordance with the scope of production and the circulating funds for production.

Article 21 The registered capital of a foreign-capital enterprise refers to the total amount of capital registered with the administrative department for industry and commerce for the purpose of establishing the foreign-capital enterprise， i.e. the total amount of investment the foreign investor undertakes to contribute. The registered capital of a foreign-capital enterprise shall fit in with the enterprise's scope of business operations； and the proportion between the registered capital and the total amount of investment shall conform with the provisions of the relevant Chinese laws and regulations.

Article 22 A foreign-capital enterprise shall not reduce the registered capital during the term of business operations.

Article 23 The increase or assignment of the registered capital of a foreign-capital enterprise shall be subject to the approval by the examining and approving organ； in addition， the said enterprise shall go through the procedures for the change of the registration with the administrative department for industry and commerce.

Article 24 In case that a foreign-capital enterprise intends to mortgage or assign its assets or rights and interests to a foreign unit， the case shall be submitted to the examining and approving organ for approval， and then to the administrative department for industry and commerce for the record.

Article 25 The legal representative of a foreign-capital enterprise shall be the person-in-charge who， in accordance with the stipulations in the enterprise's articles of association， executes his/her functions and powers on behalf of the enterprise.

In the event that the legal representative is unable to execute his/her functions and powers， he/she shall entrust in writing an agent with the execution of his/her functions and powers.