April 15, 2014

China Amends Rules of Establishing Securities Companies and Subsidiaries 中国证监会修改《外资参股证券公司设立规则》及《证券公司设立子公司试行规定》(10/16/2012)

The China Securities Regulatory Commission (CSRC) released the Decision on Amending the Rules for Establishment of Securities Companies with Foreign Equity (“Securities Decision”) and the Decision on Amending the Trial Regulations for Establishment of Subsidiaries by Securities Companies (“Subsidiaries Decision”) on October 16, 2012, which took effect on the same day.

The key amendment to the Securities Decision is the upper limit of shareholding for the overseas shareholders, which has been increased from the previous 33 percent to the current 49 percent. It is explicitly provided that this Securities Decision also applies to investments made by investors from Hong Kong, Macao and Taiwan securities companies.

Other important amendments to the Subsidiaries Decision are 1) that for subsidiaries of a securities company intending to expand their scope of business activities, the mandatory requirement on the continuous operation has been reduced from five consecutive years to two consecutive years and 2) that non-violation records of such subsidiaries have been reduced from the last three years to the last two years.

  • Decision on Amending the Rules for Establishment of Securities Companies with Foreign Equity and the Trial Regulations for Establishment of Subsidiaries by Securities Companies
  • 关于修改《外资参股证券公司设立规则》及《证券公司设立子公司试行规定》的决定
  • Issuing Authority: the China Securities Regulatory Commission
  • Date of Issuance: October 16, 2012 / Effective date: October 16, 2012
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About the Author


George Qi is a shareholder in Greenberg Traurig's Shanghai office. He focuses his practice primarily on China-related cross-border mergers and acquisitions, capital market, corporate finance and general corporate matters. He has wide-ranging experience advising multinational companies in acquisitions and otherwise doing business in China, and in advising Chinese private companies in raising capital in overseas capital markets.

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About the Author


Dawn Zhang is a shareholder in Greenberg Traurig's Shanghai office. She has broad experience advising clients on venture capital, China-related cross-border mergers and acquisitions, restructuring, joint ventures, and general corporate matters. Before joining Greenberg Traurig, Dawn practiced in other international law firms for many years and served as the PRC legal counsel for a multinational corporation, where she handled a wide variety of corporate matters for public and emerging growth companies. Dawn passed the national PRC judicial qualification examination in 1998 and was...

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