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A FICLS is a company limited by shares with a share capital divided into a specific number of shares of certain nominal value. In general, investors choose FICLS for the establishment of private equity funds or if they expect their company to be listed in the near future.


  • At least one Chinese shareholder is required in a FICLS.
  • Investors own shares instead of equity interests.
  • A FICLS can be either newly established or converted from an existing FIE.
  • Important decisions need a two-thirds majority of vote casting by its shareholders presenting at a shareholders’ general meeting but not a unanimous vote.


FICLS can only engage in activities within its business scope.

FICLS are generally set up for listing purposes. Subject to approval, FICLS can issue shares to the public, and can be listed on the Shanghai or Shenzhen stock exchanges as well as on overseas stock exchanges.

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