State-Owned, Private, and Foreign-Invested Companies

Introduction

This unit asks how company law changes when ownership is politically, publicly, privately, or internationally charged. The ordinary Company Law model assumes private capital, private risk, and private ordering inside mandatory legal limits. State-invested companies, private companies, and foreign-invested companies disturb that model in different ways. State ownership brings a public-asset preservation regime, a state-investor function, Party leadership, public-law supervision, and accountability rules. Private ownership brings a newer public-law protection regime around equal treatment, fair competition, financing, payment arrears, property rights, and protection from improper enforcement. Foreign investment brings national treatment, negative lists, information reporting, national-security review, and sometimes securities or overseas-listing controls.

The revised Company Law makes the SOE question more central. Its Chapter VII no longer speaks only of “wholly state-owned companies.” It creates a broader category of “state-invested companies”: state-funded wholly state-owned companies and state capital-controlled companies, including both limited liability companies and companies limited by shares. The change from wholly state-owned company to state-invested company reflects decades of corporatization, equity diversification, mixed-ownership reform, and public-market listings.

That category must be read carefully. Chapter VII governs the organization of state-invested companies and then falls back on the rest of the Company Law where the chapter is silent. In teaching, students should distinguish the first-tier state-invested company from subsidiaries lower in the group chain, and distinguish state-controlled companies from companies in which state capital is only a minority participant. Those boundary questions often decide whether a problem is a Chapter VII governance issue, an ordinary company-law issue, or a state-owned asset supervision issue.

The unit therefore has six linked SOE modules. First, students define the state-invested company and trace the shift from state enterprise reform to mixed-ownership corporate governance. Second, they study the legal position of Party organizations: Article 170 says Party organizations play a leadership role, discuss major business and management matters, and support corporate organs in lawfully exercising powers. Third, they map the special governance structure of wholly state-owned companies: no shareholders’ meeting, state-investor exercise of shareholder powers, external directors constituting more than half of the board, employee directors, manager appointment, limits on outside positions, and the possible audit-committee replacement of supervisors. Fourth, they turn from organ law to transaction law: equity transfers, capital increases, asset disposals, appraisal, property-exchange listing, and state-owned share supervision. Fifth, they consider discipline, supervision, and accountability for SOE managers. Sixth, they connect all of this to internal control and compliance management.

Foreign-invested companies remain in the same unit because they create a useful contrast. Since the Foreign Investment Law took effect on 1 January 2020, foreign-invested enterprises generally use the Company Law as their organizational law. But that does not remove the public-law layer. A foreign investor must still test market access, negative-list restrictions, information reporting, security review, strategic investment rules for listed companies, and overseas-listing controls where relevant.

Private companies now need a separate place in the unit because the Private Economy Promotion Law, effective 20 May 2025, makes private-economy protection a statutory part of the business-organization environment. The law does not create a special private-company organ structure like Company Law Chapter VII does for state-invested companies. Instead, it creates a protection and promotion layer around ordinary private companies: equal access, fair competition, financing support, innovation, lawful and standardized operation, government service duties, property-right protection, judicial and procuratorial supervision, and state responsibility for broken policy commitments or government contracts.

Key Legal Issues

• The definition and scope of “state-invested company” under Company Law Article 168.
• The relationship between the state as shareholder, the state as regulator, and the company as a separate legal person.
• The state-investor function under the State-Owned Assets Law and the interim state-owned assets supervision regulation.
• Party organization leadership under Company Law Article 170 and the difference between pre-discussion, recommendation, and legal decision-making.
• Wholly state-owned company governance: no shareholders’ meeting, articles made by the investor institution, board composition, external directors, employee directors, manager appointment, and outside-position restrictions.
• Audit committees, supervisors, and the move toward a one-tier internal supervision model in wholly state-owned companies.
• The role of articles of association in embedding Party-building, state-investor authority, board powers, compliance, and decision procedures.
• State-owned asset transaction supervision: approvals, valuation, public exchange procedures, information disclosure, bidding, capital increases, asset transfers, and state-owned share transfers in listed companies.
• The interaction between private-law duties and public-law accountability where state-owned asset loss or adverse consequences occur.
• SOE manager discipline, central-enterprise accountability, lifetime accountability for major decisions, and due-diligence or compliance-based exemption.
• Compliance and internal control systems, including legal-risk control, major-risk reporting, responsibility interviews, and supervision by central and local state-owned asset regulators.
• Employee participation and democratic management in SOE governance.
• Private-economy protection under the 2025 Private Economy Promotion Law.
• The definition of private economic organizations, including Chinese citizen-controlled companies and their controlled entities.
• Equal treatment, fair competition, equal protection, market-access neutrality, and the difference between ordinary company autonomy and public-law protection of private enterprise.
• Government policy commitments and contract obligations to private companies, especially under Private Economy Promotion Law Article 70.
• Judicial protection of private companies: separating civil disputes from crimes, protecting lawful property, disciplining improper financing charges, enforcing limited liability, and protecting enterprise reputation.
• Procuratorial supervision under Article 66 and the correction of improper cross-region or profit-driven enforcement.
• Foreign-invested company organization after the Foreign Investment Law.
• National treatment, negative lists, information reporting, security review, encouraged-catalogue promotion, listed-company strategic investment, and overseas-listing controls.
• The five-year transition from the old FIE statutes to ordinary Company Law governance, including the post-1 January 2025 consequences for legacy FIEs that have not adjusted organizational form or organs.
• Foreign-investment contract validity under the SPC interpretation: when a court should enforce the transaction, when a negative-list defect matters, and when a defect can be cured before judgment.
• Judicial and mediation protection of foreign investors and FIEs in company-interest injury, information-rights, dissolution, seal/license return, related-party transaction, equity-transfer, and cross-border capital-contribution disputes.
• Comparative SOE governance, especially OECD standards on the state as an active, informed, and professional owner.

Hypotheticals

• A state-owned parent instructs a subsidiary board to sell assets below market to another state affiliate.
• A state capital-controlled listed company wants to transfer a major state-owned share block by agreement rather than through a public exchange.
• A wholly state-owned company has a board, but only a minority of directors are external directors.
• A Party committee has reviewed a major investment project. The board later approves the project without recording whether the Party committee’s concerns were addressed.
• A central enterprise enters a speculative financial transaction that later causes a large state-asset loss. Management argues that it was a collective business decision.
• A mixed-ownership subsidiary introduces a private strategic investor through capital increase. Minority shareholders object that appraisal, disclosure, and bidding were incomplete.
• A state-owned technology enterprise wants equity incentives for key engineers.
• A municipal government promises a subsidy to a private manufacturer that builds a local factory, then refuses payment after a leadership change.
• A bank charges a private developer a large financing commitment fee before loan disbursement but provides no matching service.
• A private company’s controller is investigated criminally after a contractual dispute, and company assets are frozen before the alleged criminal proceeds are separated from lawful operating assets.
• A fully paid shareholder of a private company is named in enforcement proceedings against the company.
• A foreign investor acquires shares in a domestic company in a restricted sector.
• A pre-2020 Sino-foreign equity joint venture has not amended its articles by 1 January 2025, and the old board still claims to be the highest authority.
• An FIE reinvests undistributed China-source profits into a new subsidiary in Shanghai after the domestic-investment reporting pilot starts.
• A foreign-invested R&D company in Hainan wants routine cross-border transfer of research, production, and sales data.
• A foreign investor seeks registered shareholder status after holding shares through a nominee while the company’s business is outside the negative list.
• Employee-shareholders in a restructured enterprise challenge a charter repurchase clause.

Legislation

Start with Company Law Articles 168 to 177. Article 168 defines the chapter’s scope and the term “state-invested company.” Article 169 identifies the institutions that perform state-investor functions: the State Council or local people’s governments may authorize state-owned asset supervision bodies or other departments and institutions to perform investor duties. Article 170 gives Party organizations a statutory governance position. Article 171 provides that the articles of a wholly state-owned company are formulated by the investor institution. Article 172 removes the shareholders’ meeting in wholly state-owned companies and allocates shareholder powers to the investor institution, with limited authorization to the board and reserved matters for the investor institution.

Article 173 is the board-design anchor. The board of a wholly state-owned company must have more than half external directors and must include employee representatives. Board members are appointed by the investor institution, while employee representatives are elected by the employees’ representative congress. Article 174 puts manager appointment and removal with the board, subject to investor consent for directors who concurrently serve as manager. Article 175 restricts outside posts by directors and senior managers unless the investor institution consents. Article 176 allows a board audit committee to exercise statutory supervisor powers so that the company need not establish supervisors. Article 177 requires state-invested companies to build internal supervision, risk-control, and compliance systems.

The State-Owned Assets Law and the interim state-owned asset supervision regulation supply the public-asset framework behind those company-law provisions. They explain why the state is not merely another shareholder. The state-investor function is organized through public institutions, and state-owned assets carry preservation, appreciation, reporting, supervision, and accountability obligations. As of 16 June 2026, the State-Owned Assets Law remains in force, while its revision is under legislative review. The revision draft was first submitted to the Standing Committee of the National People’s Congress on 27 April 2026; students should treat the draft as legislative direction rather than enacted law.

Party leadership should be taught through Article 170, the SOE articles-management measures, and the Party’s SOE primary-organization work regulation. The practical point is not that the Party committee replaces the board. Pre-discussion of major business and management matters is a governance gateway: it tests policy alignment, state strategy, public interest, employee interests, and state-asset preservation before the board or management makes the legally operative decision. Company articles should make the sequence, agenda scope, records, and decision handoff visible.

For state-owned asset transactions, use the 2016 transaction measures with the 2025 operating rules. The former is the regulatory frame for enterprise state-owned equity transfers, capital increases, and asset transfers. The latter supplies operating detail for property-exchange procedures, disclosure, bidding, transaction documents, and capital-increase implementation. Add appraisal rules, property-right registration rules, listed-company state-owned equity supervision measures, and financial-SOE transfer rules where the facts require them.

For accountability and discipline, use the 2024 State Council regulation on discipline of SOE management personnel, the 2025 central-enterprise accountability measures, the central-enterprise compliance measures, internal-control guidance, major-risk reporting rules, and responsibility-interview rules. The 2025 central-enterprise accountability measures took effect on 1 January 2026 and organize accountability around 13 categories and 98 circumstances. They also matter because they expressly connect strict accountability with due-diligence and compliance-based exemption in innovation and strategic-emerging-industry contexts.

For foreign-invested companies, use the Foreign Investment Law, its implementing regulation, the SPC interpretation on the Foreign Investment Law, information reporting measures, the 2024 national negative list, the 2025 encouraged catalogue, the security-review measures, strategic-investment rules for listed companies, and overseas-listing rules. The analytical sequence is: first, can ordinary Company Law validate the organization or transaction; second, does the negative list prohibit or restrict access; third, is information reporting, registration, or a domestic-reinvestment pilot report required; fourth, does security review, securities regulation, merger control, data regulation, or local free-trade-port regulation add a separate gate?

The five-year transition matters now as an operational issue, not merely as history. The Foreign Investment Law took effect on 1 January 2020 and the former three FIE statutes were repealed at the same time. Pre-2020 FIEs had a five-year transition period to adjust organizational form, organs, and articles to the Company Law. Under Article 44 of the implementing regulation, from 1 January 2025 a registration authority will not process other registration matters for a legacy FIE that has not made the required adjustment and change registration, and will publicize the non-adjustment.

The negative list and encouraged catalogue should be taught together but kept analytically separate. The 2024 national negative list took effect on 1 November 2024 and reduced nationwide special access measures from 31 to 29, with manufacturing-sector foreign-investment restrictions removed. The 2025 encouraged catalogue took effect on 1 February 2026 and is an investment-promotion instrument, not a permission list. It helps identify supported industries, regions, tax or customs policy questions, and local project-service opportunities after access has already been checked.

The SPC interpretation on the Foreign Investment Law is the contract-validity bridge. It directs courts not to invalidate or treat an investment contract as ineffective merely because no approval or registration was obtained where the investment is outside the negative list. For restricted sectors, it asks whether the restriction has been satisfied before the judgment. For prohibited sectors, the negative-list prohibition remains decisive. That structure reinforces the post-2020 shift from approval-centered foreign-investment law to national treatment, negative-list control, and targeted reporting.

For private companies, start with the Private Economy Promotion Law. It was adopted on 30 April 2025 and took effect on 20 May 2025. It has 9 chapters and 78 articles. Its importance lies in three legal signals: it writes the “two unswervingly” policy into statutory text, recognizes the legal status of the private economy, and declares sustained, healthy, and high-quality private-economy development to be a long-term state policy. Article 77 defines private economic organizations as for-profit legal persons, unincorporated organizations, and individual industrial and commercial households established in China and controlled or actually controlled by Chinese citizens, plus entities controlled or actually controlled by them. Where private economic organizations involve foreign investment, foreign-investment laws and regulations also apply.

The law’s teaching themes are equal treatment, fair competition, equal protection, and common development. Article 70 is especially important for public-law and contract-law crossover: where an administrative organ fails to perform a policy commitment made to a private economic organization or a contractual obligation owed to one, it must bear legal responsibility. Pair the statute with the 2023 CPC Central Committee and State Council Opinion, the SPC 2025 guiding opinion on implementing the law, the State Council 2026 legislative work plan, the NDRC “Rule of Law Protection for the Private Economy” action plan, and fair-competition review materials.

Cases

Guiding Case No. 96, Song Wenjun v. Xi’an Dahua Catering, is the core SOE restructuring case in this unit. It shows how employment-linked ownership, historical restructuring arrangements, and articles of association can shape shareholder identity and exit. Students should ask whether a charter clause stabilizes a restructured enterprise or unfairly suppresses shareholder status.

Carson v. Niuxinda is the foreign-investment counterpart. After the Foreign Investment Law, a foreign actual investor could seek registered shareholder status where the investment had been made, other shareholders consented, and the business was outside the negative list. The case helps students avoid the old instinct that every foreign-investment shareholder-status issue is an approval issue.

Sino-Environment v. Thumb Environmental links foreign-invested company status with capital contribution and cross-border governance. It is useful for asking when Chinese company law governs a foreign investor’s contribution obligations and when foreign-law or insolvency issues enter the analysis.

The SPC’s 2 January 2025 foreign-investment typical cases show ordinary company law doing much of the protective work. The cases cover company-interest injury by a manager’s self-dealing, foreign shareholders’ information rights, company deadlock and dissolution, preservation in company seal and license disputes, and related-party transaction liability. They are useful for teaching that national treatment is not abstract: foreign investors and FIEs must be able to use the same company-law remedies that domestic participants use.

The 2025 and 2026 SPC foreign-related commercial and maritime mediation cases add a dispute-resolution layer. The foreign-investment equity-transfer and cross-border shareholder contribution examples show how Chinese courts frame mediation as a way to stabilize investment expectations, keep projects alive where possible, and resolve multi-contract cross-border governance disputes without procedural drift.

The CICC financial product and Jinzhou Port special representative litigation materials give students public-market examples where state ownership, securities regulation, public investors, and enforcement mechanisms intersect. They should be used carefully: they are not pure SOE governance cases, but they show why listed SOEs cannot be understood through state-asset law alone.

The reported state-owned equity transfer cases in the accompanying teaching notes should be used as transaction hypotheticals when the course discusses pre-emption rights and property-exchange procedure. The key teaching question is whether “same conditions” in a state-owned equity transfer includes both substantive price terms and procedural participation in the prescribed transaction channel.

The 2025 SPC private-enterprise case releases bring private companies into this unit from the opposite direction. The 31 July 2025 release of 12 cases stresses equal protection of private enterprises and entrepreneurs, including strict separation between crime and non-crime, between illegal proceeds and lawful property, and protection of enterprise reputation from online infringement. The 5 November 2025 retrial cases emphasize legality and restraint in criminal law: courts should avoid converting ordinary economic disputes into crimes where criminal elements, such as illegal possession, are not proven. The 4 December 2025 civil and commercial cases add private-law detail: improper loan fees may be deducted from principal, slight payment delay may not justify acceleration where acceleration violates good faith, fully paid shareholders should not bear company debts, and courts may handle execution in a way that protects both recovery and credit standing.

Readings

Hines is the central doctrinal reading because it frames the director’s dual-loyalty problem in state-invested companies: directors owe duties to the company, but the company’s ownership structure and public-asset regime create pressure to serve state-investor objectives. Pair it with the Company Law chapter and the central-enterprise board work rules.

Lin’s party-building article explains why formal organ charts are not enough. Party organizations, boards, managers, external directors, state-owned asset institutions, and controllers all participate in governance. The legal materials show the rule structure; the literature helps students see institutional power.

Milhaupt and Zheng, Lin and Milhaupt, and Lin on SOE executive careers place the unit in a political-economy frame. They ask how ownership, Party-state influence, national champions, executive incentives, and market discipline shape Chinese enterprise behavior beyond formal shareholding.

Use the OECD SOE Guidelines as the comparative baseline. Their recurring ideas are that the state should act as an informed, active, and professional owner; that SOEs should face high standards of transparency, accountability, board responsibility, audit, disclosure, sustainability, and competitive neutrality; and that the state should separate ownership, regulation, and policymaking functions as far as possible.

For foreign investment, the NDRC and MOFCOM Q&As help students separate organizational law from market-access control. Pair them with the 2025 encouraged catalogue, the domestic-reinvestment measures, and the reporting pilot so students can see both sides of the regime: access discipline and investment promotion. The Taylor Wessing, PwC, and Shen-Faure readings keep employee participation in view, which matters because SOE governance often blends company law, labor participation, and public-law supervision.

For private companies, read the Private Economy Promotion Law together with the SPC implementing guidance, the SPC typical cases, and the SPP supervision materials. Those materials are not company-organ rules in the narrow sense. They are more like the legal environment around private corporate personality: how state bodies, courts, prosecutors, banks, large enterprises, platforms, and local governments must treat private businesses.

Private Companies and Private Economy Protection

The private-company part of Unit 9 is not about a separate statutory form. Private limited liability companies and private companies limited by shares still use the general Company Law rules on legal personality, limited liability, capital contribution, organs, directors’ duties, shareholder rights, restructuring, dissolution, and liquidation. The new issue is that private companies now sit inside a distinct protective framework: the Private Economy Promotion Law and its implementing policies treat private enterprise confidence, property security, market access, financing, payment, and fair enforcement as rule-of-law questions.

The Private Economy Promotion Law is the legal anchor. It confirms that private economy is an important component of the socialist market economy and that promoting sustained, healthy, high-quality private-economy development is a long-term state policy. For company law, the most useful classroom point is that the statute protects private enterprise without exempting private companies from ordinary legal discipline. It promotes equal treatment and fair competition, but also requires lawful and standardized operation.

Implementation is multi-layered. At the central level, the 2026 State Council legislative plan calls for supporting regulations to ensure full implementation of the law. NDRC’s 2026 action plan organizes “rule of law protection” work around legal education, supporting institutions, problem-line collection, implementation effectiveness, and long-term mechanisms. Market regulators have focused on equal access, fair competition, credit supervision, standard-setting, and better-regulated enterprise inspections. Fair competition review matters because policies affecting operators’ economic activities must be screened for restrictions on a unified market and fair competition.

Finance and payment are practical pressure points. Private companies often face expensive credit, non-transparent fees, weak bargaining power against large counterparties, and government or large-enterprise payment delays. The Private Economy Promotion Law hardens the anti-arrears norm: state organs, public institutions, and large enterprises may not refuse or delay payment because of personnel changes, internal approval processes, or similar reasons. This connects company law with contract enforcement, financial regulation, execution practice, and local-government accountability.

Judicial protection has four recurring themes. First, courts must distinguish economic disputes from crimes and apply criminal law with restraint. Second, courts must separate illegal proceeds and other case-related assets from lawful property, especially when a company or entrepreneur is under investigation. Third, ordinary private-law doctrines still matter: fully paid shareholders are not guarantors of company debts, good-faith limits apply to loan acceleration, and illegal or unjustified financing fees should not become hidden principal. Fourth, private enterprise reputation and credit are legally protected assets, especially in online defamation, malicious review, or enforcement contexts.

Procuratorial supervision adds a second public-law protection channel. Article 66 of the Private Economy Promotion Law expressly recognizes procuratorial legal supervision over litigation activities involving private economic organizations and their operators. In 2025, procuratorates used special supervision over improper cross-region enforcement and profit-driven enforcement to correct withdrawn investigations, non-prosecutions, and illegal seizure, attachment, or freezing of property. For students, this shows how private company protection may operate not only through civil judgments, but through supervision over criminal, civil, administrative, and execution activity.

Private Economy Policy Index

Foreign-Invested Enterprises and Investment Control

Foreign-invested enterprises are now ordinary companies with an extra investment-control layer. A company with foreign capital normally uses the Company Law for legal personality, limited liability, capital contributions, shareholders’ meetings, boards, directors’ duties, information rights, dissolution, liquidation, and disputes over articles. The Foreign Investment Law does not create a separate FIE company form. It asks a different set of questions: who is investing, what sector is involved, whether the investment is direct or indirect, whether a special access measure applies, and which reporting or review steps must be completed.

The starting point is the Foreign Investment Law’s definition of foreign investment. It covers foreign investors establishing an enterprise in China, acquiring equity, shares, property shares, or similar rights in a Chinese enterprise, investing in a new project, or investing through another method recognized by law, administrative regulation, or the State Council. That breadth is why Unit 9 should cover not only new FIE formation, but also M&A, capital increases, nominee-shareholder disputes, downstream reinvestment, listed-company strategic investment, and red-chip or overseas-listing structures.

Negative-list analysis comes before corporate optimism. If the sector is prohibited, the foreign investor may not invest. If the sector is restricted, the investment must satisfy the listed conditions, such as equity ratio, senior-management, or other access requirements. Outside the negative list, China applies national treatment and manages foreign investment on an inward-equals-domestic basis, subject to reporting and other generally applicable laws. The 2024 negative list is therefore a gate, not the whole legal system.

The encouraged catalogue works in the opposite direction. It does not tell students whether a foreign investor may enter; it tells them where the state is trying to attract foreign capital. The 2025 catalogue, effective 1 February 2026, can matter for industrial-policy framing, project location, tax and customs treatment, land use, financing, and local-government service commitments. A strong answer should therefore separate “permitted,” “restricted,” “prohibited,” and “encouraged.”

Legacy FIE governance is the transition problem students are now likely to see in practice. Before 2020, many Chinese-foreign equity joint ventures treated the board as the highest authority and used unanimous or supermajority board consent for reserved matters. After the transition period, the company must align its organs and articles with the Company Law unless a special rule applies. If the articles still place core shareholder powers in the board after 1 January 2025, students should ask both a registration question and a governance-validity question: will the registry process changes, and which organ lawfully decides the disputed matter?

Information reporting is not the same as approval. The 2019 reporting measures require foreign investors and FIEs to submit initial, change, deregistration, and annual reports through the enterprise registration and credit-publicity systems. The 2025 domestic-investment reporting pilot extends the practical checklist for FIE downstream investments in selected regions. The right teaching move is to ask what must be reported, who reports, through which system, and whether a reporting failure affects the transaction, administrative exposure, or later dispute posture.

Security review sits above ordinary corporate validity. A transaction can be permitted by the negative list and still require security-review analysis if it may affect national security, especially in military, important agriculture, energy, resources, infrastructure, transport, cultural products, information technology, internet products, financial services, key technologies, or similar fields. Students should distinguish a lawful investment contract, a registrable company change, and a transaction that should not close without security-review clearance.

Courts have become central to foreign-investment protection. The SPC interpretation promotes contract validity outside the negative list and recognizes the possibility of curing restricted-sector defects before judgment. The 2025 foreign-investment typical cases show courts applying ordinary company-law remedies to protect FIEs and foreign shareholders. Mediation releases show another route: preserving business value and investor confidence through court-guided settlement in cross-border equity and contribution disputes.

Foreign Investment Policy Index

Governance Map

Core Statutory Index

Teaching Notes

Teach the SOE part as a sequence: subject, leadership, organ design, transaction supervision, accountability, compliance. The sequence helps students avoid mixing legal categories. A single fact pattern may involve board authority, Party pre-discussion, state-investor approval, asset appraisal, property-exchange disclosure, manager discipline, and ordinary director duties, but those issues arise from different legal sources.

Be explicit about the difference between pre-discussion and final legal decision. Party organization review is legally important, but Article 170 also says Party organizations support corporate organs in lawfully exercising their powers. Students should therefore ask which organ has the final statutory or articles-based authority, and whether the decision record shows the required governance path.

Dates matter. The revised Company Law has been in force since 1 July 2024. The State Council SOE management personnel discipline regulation has applied since 1 September 2024. The 2025 SASAC operating rules for state-owned asset transactions are current operating rules. The central-enterprise accountability measures took effect on 1 January 2026. The State-Owned Assets Law revision draft was first submitted on 27 April 2026 and remains draft legislation as of 16 June 2026.

For private companies, mark the sequence clearly. The Private Economy Promotion Law was adopted on 30 April 2025 and took effect on 20 May 2025. The SPC issued its implementing guidance on 30 July 2025 and released major case sets on 31 July, 5 November, and 4 December 2025. The NDRC action plan was issued in May 2026. These sources are current as of 16 June 2026, but the supporting policy system is still developing quickly.

For foreign-invested companies, mark the transition and access dates just as clearly. The Foreign Investment Law and implementing regulation have applied since 1 January 2020. The five-year transition for legacy FIE organization ended on 1 January 2025. The 2024 negative list has applied since 1 November 2024. The 2025 encouraged catalogue has applied since 1 February 2026. The MOFCOM domestic-investment reporting pilot began on 1 July 2025 in selected regions. These dates help students separate old approval instincts from the current national-treatment, negative-list, reporting, and security-review architecture.

For comparison, use the OECD SOE Guidelines not as a model to copy mechanically, but as a benchmark. Ask whether a Chinese rule promotes the same governance objective through a different institutional path: professionalized ownership, board accountability, transparency, sustainability, competitive neutrality, or separation of the state’s owner and regulator roles.