We will keep you up to date on the "PRC company law", "PRC contract law", "PRC labor law", "PRC trademark law", "PRC patent law", and "copyright law" of the PRC as well as other laws, rules, and regulations that are relevant to you.
China´s Company Law
We are familiar with the difficulties and challenges of German, Austrian and Swiss companies entering the Chinese market. We help your company's establishment following the “PRC Company Law” and the “Foreign Investment Law of the People’s Republic of China”, and take over all application processes for you.
In China, foreign companies are allowed to found Representative Offices, Joint Ventures, or Wholly Foreign-Owned Enterprises (WFOE). Among the many legal forms of companies, WFOE, similar to a German GmbH (Co., Ltd.), is the most widely used and preferred legal form of business by foreign investors. In general, there are three different types of WFOEs:
- Manufacturing WFOE
- Trading WFOE
- Service (Consulting) WFOE
- Suggesting the suitable legal form for your business activities in China
- Company registration, including company name registration, application for a business license, company stamp, bank accounts opening, tax registration, application for the General VAT taxpayer status, application for VAT control system equipment and Fapiaos (VAT invoice), social insurance, and housing fund accounts opening, etc. formalities
- Company background check of your potential partners such as joint venture partners, customers, and suppliers
- Drafting of articles of association (AoA) and joint venture contracts
- Information on the legal obligations of company executives
The bdp expert team has cross-border insight and reliably supports your company during the entire founding cycle of representative offices, WFOE, and joint ventures (joint ventures and alliances; analyzing and understanding the motivation of the joint venture partner). Creating a profitable joint venture or business alliance requires professional skill. Our expert team supports your company in successfully handling all critical issues.
China´s Contract Law
A good contract is based on professional knowledge and experience. Different legal systems have certain similarities. Nevertheless, there are inherent conceptual differences. Differences between a contract under applicable Chinese law and a contract under applicable German law will affect the contract's interpretation and determination and the rights, obligations, and responsibilities of the contracting parties. For the German side, to best protect your rights and interests, please seek judgment and recommendations from an experienced Sino-German attorney before entering into a contract with your Chinese customers and suppliers. bdp drafts and reviews contracts for you and assists you in negotiating contract terms.
- Contract drafting, review, and modification, and the provision of legal advice on articles of association, joint venture contracts, share transfer agreements, shareholder loan agreements, purchase contracts, sales contracts, service agreements, etc.
- Negotiation support, negotiation planning for clients, participation in negotiations
- Background check of your contract partner including corporate background, business information, risk information, shareholder information
China´s Labor Law
The "employee handbook" is a compilation of enterprise rules and regulations as well as a representation of the corporate culture. It clarifies the company’s "law and regulations" and plays an important role in spreading the corporate culture. From the enterprise's point of view, the "employee handbook" can therefore be a helpful instrument for effective management. For employee's, it serves as a basis for identification with the corporate culture and the implementation of work and behavioral norms. When the employer unilaterally dismisses the employee, the "employee handbook" will often become the most essential basis, too.
Suppose the labor contract is worded too simple and the employee handbook is full of unreasonable and unlawful regulations. In that case, it is naturally difficult to convince the employees and expect them to obey the rules. In addition, illegal regulations undoubtedly are a "ticking time bomb" for the enterprise itself.
Labor Law Services:
- Drafting, review, and modification of Labor Contracts, Employee Handbooks, Corporate Rules and Regulations, Codes of Conduct, Confidentiality Agreements, Non-Compete Agreements
- Labor contract law practice and response tactics for enterprises
- Explanation of the legality and validity of enterprise rules and regulations
- Explanation of business secrets and non-competition laws
- Practical tips of signing, executing, changing, canceling, and terminating labor contracts, economic layoffs, and economic compensation
- Assisting enterprises in the cancelation, renewal, and termination of labor contracts and answering difficult questions
China's current labor dispute arbitration system is based on the system: "one mediation, one arbitration, and two courts". When a labor dispute arises between an employer and an employee, the employer can apply for mediation, arbitration and file a lawsuit in accordance with the law.
We have worked closely with professional law firms in China for years and have extensive practical experience with arbitration and court proceedings in China. We have developed a range of helpful, comprehensive, and systematic legal solutions for corporate labor arbitration and court proceeding. Therefore, we can provide a solid guarantee that we will maximize the protection of our client's legal rights and interests.
Legal Advice in the Field of Labor Arbitration and Court Proceedings Services:
- Consultation on labor arbitration and court proceedings
- Provide clients with a pre-litigation legal opinion on the facts of the cases, court proceedings response tactics, overviews of potential risks, etc.
- Provide clients with a plan to collect evidence for their cases and guide them in collecting and organizing relevant evidence
- Drafting documents on behalf of clients, including arbitration complaint, court indictment, appeal letter, agreement on termination/end of employment contract, notice of termination/end of employment contract, notice of change of position, etc.
- Mediation services to resolve labor disputes through mediation
- bdp cooperates with a professional and experienced law firm to provide arbitration representation service, preparation of evidence and participation in arbitration
- Furthermore, bdp cooperates with a professional and experienced law firm to provide representation of enterprises in legal proceedings, first legal proceeding (District Court) and second legal proceeding (Higher Regional Court)
China´s Intellectual Property Rights (IPR)
Foreign enterprises doing business in China should pay attention to and protect important intellectual property rights (IPR) in China, including trademark, copyright, patent rights, etc. We will find strategies for you to protect your IPR in China, preventing you from spending a lot of time and effort on dispute cases at a later stage.
A trademark is a mark used by an enterprise to distinguish the goods it produces or operates from those made or operated by other enterprises. This mark usually consists of words, pictures, or a combination of words and graphics. If an enterprise uses a trademark that is not registered, others can also use this trademark. Once others have pre-registered the trademark, the trademark's first user can no longer use the trademark.
International classification of goods and services for trademark registration: Currently, there are 45 categories. According to the Chinese Trademark Law, the trademark registrant enjoys the exclusive right to use the trademark and is protected by law. The application for trademark registration adopts the "first to file" principle, that is, for an unregistered trademark, whoever applies for registration first will be granted the exclusive right of the trademark. Therefore, no matter how long an enterprise uses a trademark already, if it does not register the trademark, then, as long as somebody else will apply for the trademark registration, the exclusive right of the trademark will be granted to somebody else. It usually takes about nine months for a trademark to be successfully registered. A registered trademark is valid for ten years and has to be renewed every ten years.
We have established a long-term and stable relationship with several well-known intellectual property agencies Co., Ltd. in China and can provide suitable solutions for you in China.
- According to the industry and products, we design word marks according to Chinese language habits and provide three alternatives
- New trademark registration inquiry, consultation
- Trademark application, trademark change, trademark renewal, trademark transfer
- Trademark rejection review and dispute cases
- Trademark license filing
A patent is an invention protected by legal norms. It refers to the exclusive right to enjoy the invention for a specified period of time granted to the patent applicant after an application for a patent has been filed with the national or regional approval authority and has been examined and qualified in accordance with the law.
A patent is valid only within the legal jurisdiction of that country or region and is not binding on other countries.
Chinese patent law provides protection for three types of patents: invention patents, utility model patents, and design patents, which are determined as follows:
- Inventions are defined as a new technical solution about a product, a process, or the improvement of an existing process
- Utility models are defined as a new technical solution in terms of shape, structure, or the practically feasible combination of products
- Registered designs are defined as the new design of a product or the combination of color and shape or pattern, particularly in terms of aesthetics, which is suitable for industrial applications
bdp works with professional IP law firms licensed in China and provides comprehensive advice on protecting your inventions, utility models, and designs.
- Create an effective patent strategy for your company
- In accordance with the client’s needs and requirements, we register inventions, utility models and designs in China, including research, preparation of Chinese application documents, response to examination opinions and the production of pictures or photographs for design applications, etc.
- Submission of written objections to the Chinese Patent Office (CNIPA: Chinese National Intellectual Property Administration)
- Daily advice on patent matters according to the client's needs and assistance in handling various patent infringement and patent ownership disputes
Copyright, or author’s right, is a type of intellectual property. Copyright protection reduces the risk of plagiarism to a certain extent. According to the voluntary principle, copyright is registered for the following works: written works, oral works, artistic and photographic works, film and television works, musical works, video works, drawings of engineering and product design and their descriptions, etc. From a legal perspective, regardless of whether the work is registered or not, the copyright will be obtained naturally as long as the creation is completed. Still, it is recommended to officially register a copyright for the later use of the work.
bdp works with professional IP law firms in China to design strategies to protect and manage your copyrights based on an in-depth understanding of your business.
- We register your copyrights in China
- Application document preparation and submission in Chinese
- Application process monitoring
- Transmission of official documents
- Drafting and providing legal advice for copyright contracts
- Representation & objection towards / with the Chinese Copyright Administration Authority (CPCC)
Our bdp legal departments are extensively specialized in legal compliance. Our team's overseas study background and experience in practicing in China and Germany can help clients understand the Chinese and German compliance systems and find practical solutions to compliance issues. Especially in recent years, when compliance matters have started to have a crucial impact on the operation mode, profitability, and even the status and presence of German companies in the Chinese market, bdp, with its many years of practical experience, has assisted many clients in protecting their core interests.
- Reviewing corporate compliance documents for consistency with corporate group policies, providing advice and recommendations on compliance and operability, and designing practical corporate compliance structures
- Assist clients in developing corporate compliance policies, such as those related to gifts/entertainment, meetings/travel/reimbursement, suppliers/distributors/agents, anti-bribery, conflict of interest, fair competition, etc.
- Multi-level and comprehensive compliance training to raise compliance awareness among management, procurement, and sales staff
Legal advice on compliance and other business activities and investments to ensure compliance and reduce related legal risks, etc.