Corporate Law

Corporate law is one of the core practice areas of Chang Tsi. Our corporate attorneys at Chang Tsi are professional in enterprise management, since most of them have experience working as in-house at international organizations. Also, as a perennial legal counsel for enterprises clients, our lawyers have extensive experience and outstanding records in corporate establishment, share transactions, M&A, corporate restructuring, industrial relations, and corporate debt-collection.

Corporate law

The clients of Chang Tsi in Corporate Law area include consumer product, industrial, electrical and computer technology, financing, and national institutes worldwide.

  1. Design of investment structure
  2. Due diligence
  3. Review of relevant legal documents
  4. Business negotiation
  5. Company establishment
  6. Providing legal advice on tax, land use, environment protection, and industry administration
  7. Drafting and registration of wholly foreign owned enterprises, joint ventures and representative offices
  8. Restructuring, bankruptcy and related services, such as foreign investment enterprises liquidation, equity transfer, etc.
  9. Providing legal, regulatory and industry dynamic reports
  10. Providing legitimacy and compliance examination of legal documents
  11. Providing legitimacy and compliance examination of business transactions
  12. Designing and establishing company internal control systems
  13. Establishing and improving company rules and regulations
  14. Corporate governance structure design and optimization
  15. Participation in major business negotiations
  16. Legal publicity and training
  17. Compliance consulting on products and services

Foreign Direct Investment

With extensive experience providing legal services to foreign companies investing in China, our Foreign Direct Investment (FDI) team is intimately familiar with related laws and regulations. Drawing on considerable experience in this field together with an in-depth understanding of the Chinese legal and regulatory environment, our team aims to design the best investment plans for our foreign clients to achieve their business goals.

Our services include:

  1. Providing investment project structure design
  2. Performing due diligence investigations
  3. Drafting relevant legal documents, including project applications, feasibility study reports, joint-venture contracts and articles, employment contracts and labor contracts, technology licensing agreements and trademark and patent licensing agreements
  4. Participating in business negotiations regarding investment projects
  5. Providing legal advice on tax, land use, environmental protection & industry control, and representative offices of foreign companies
  6. Corporate restructuring, dissolution and other follow-up services such as liquidation and share assignments for foreign-invested enterprises

Bankruptcy & Corporate Restructuring

The Bankruptcy and Corporate Restructuring group of Chang Tsi& Partners provides one-stop solutions to our clients ranging from bankruptcy reorganization, bankruptcy reconciliation and bankruptcy liquidation. Chang Tsi & Partners also advises on dissolution and liquidation, safeguarding the legal rights of shareholders and enterprise restructuring.

Chang Tsi has been designated by the Beijing High People’s Court as one of the 30 official institutions for bankruptcy administration. Seemingly, Chang Tsi has often acted as a bankruptcy administrator over recent years and gained high recognition in this regard from courts at all levels.

Our services include:

  1. Developing strategies for assets reconfiguration, share purchase and asset purchase
  2. Performing legal due diligence
  3. Participating in negotiation of transaction documents
  4. Providing advice on transactions
  5. Acting as trustee in bankruptcy proceedings

Mergers & Acquisitions

Our counsel on M & A for our clients is always shaped by the interests and strategies of our client, and guided by our M&A team's rich experience and wide social connections.

Chang Tsi has provided M&A legal services for many of our clients, including large state-owned enterprises, high-tech companies and 500 Fortune Companies.

Our services include:

  1. Providing structural design for corporate mergers, acquisitions, and restructuring & financing
  2. Performing legal due diligence of targeted companies, preparing investigation reports and drafting disclosure documents
  3. Drafting share assignments or asset transfer agreements, corporate split and merger agreements
  4. Legal research on issues such as land use rights, environmental protection, intellectual property and staff settlement
  5. Corporate debt restructuring, debt arrangements and extension of debt payments
  6. Participating in project negotiations
  7. Advising on government approvals, filing and registration
  8. Helping clients with completing transactions

Labor Law

Our team of Labor Law specialists assist clients not only by establishing labor management systems and human resources problems, but also by settling complicated employment disputes, such as handling day-to-day labor matters, managing labor disputes (including arbitration & litigation), and providing legal advice on complex commercia transactions regarding labor law and employee arrangements.

Our services include:

  1. Providing labor relations evaluation and developing the overall strategy for labor relations
  2. Drafting legal documents (e.g., labor contracts, employment contracts, training contracts, competition prohibition agreements, and confidentiality agreements)
  3. Drafting internal rules, regulations and staff manuals for enterprises
  4. Designing employee settlement plans on enterprise restructuring, M&AM and separation or isolation projects
  5. Structuring plans for employee relocation and compensation packages for enterprises in the process of bankruptcy or liquidations
  6. Participating in negotiations on collective contracts between enterprises and employee unions or employee representatives
  7. Disputing settlements (e.g., mediation, arbitration and litigation) on behalf of clients

General Corporate Affairs

The Corporate Affair team of Chang Tsi consists of corporate attorneys with professional background in large corporates. Hence, the team is keen on enterprise management, provides high-quality legal services, and communicate most effectively with clients.

Our services include:

  1. Providing legal updates on the latest laws, administrative regulations, and trade regulations with an emphasis on clients’ business
  2. Reviewing legal documents
  3. Reviewing commercial transactions
  4. Designing and setting up corporate internal control systems
  5. Establishing and developing corporate regulations
  6. Establishing and optimizing corporate governance
  7. Participating in major business negotiations
  8. Providing legal communication and training
  9. Providing legal advice on corporate crisis settlements and risk management

In China, there are increasing legal requirements in the field of cybersecurity, data security and personal information protection. The following laws constitute the three pillars of such legal system.

  • The Cybersecurity Law, effective on June 2017, as the first law in this field, is the significant mark for China to be in line with the world on the regulatory framework for cybersecurity and data protection
  • The Data Security Law, which came into forth on September 1, 2021, formally put forward a number of systems aimed at ensuring data security, and set up a basic framework for the establishment and improvement of our data security legal system. 
  • The Personal Information Protection Law ( “PIPL”) came into force on 1 November 2021. Any activities of processing personal information within the territory of China and certain activities, outside the territory of China, of processing personal information of natural persons who are within the territory of China shall be regulated under PIPL.

We leverage our comprehensive experience in technology law across sectors, including manufacturing, retail, tech companies, cloud computing, IT, biopharma, finance and investment, e-commerce and the internet of things (IoT), to address and assist our clients with the challenges in the global digital world. We assist our clients in their assessment of data compliance and the relative risk identification, and provide guidance to our clients on their data processing activities.

Our services include:

  1. Advising on a wide range of cybersecurity, privacy, and data protection issues
  2. Assessing and analyzing risks in data processing, compliance and management
  3. Providing strategy and principles on cross-border data transfer
  4. Reviewing terms of services and privacy policy
  5. Assisting with ICP recordal and relative matters
  6. Drafting and reviewing general contracts 
  7. Software licensing and transactions
  8. Online electronic transactions 
  9. Electronic signature
  10. Dispute resolution

Corporate Governance & Compliance

The corporate attorneys team also advises on corporate governance and compliance as follows:

  1. Composition, practices and procedures for board of directors and professional committees
  2. “Best Practices” for board, professional committees, individual directors and officers in the performance of their duties
  3. Development of board and professional committee charters, governance guidelines, codes of conduct and other corporate programs, policies and procedures.
  4. Corporate governance-related disclosure requirements
  5. Self-evaluation systems related to corporate governance
  6. Director and officer fiduciary duties and responsibilities
  7. Executive compensation
  8. Compliance with legal and ethical requirements
  9. Duties of directors in change on control transactions
  10. Executive succession
  11. Internal investigations, including those by special committees of boards of professional directors and independent auditors
  12. Changes in laws and regulations, and evolving specific implementation plans on corporate governance
  13. Crisis management


Finance and Banking

The Finance and Banking group of Chang Tsi & Partners serves as a legal counsel for a number of leading financial institutions, and has a proven track record in this field. Also, Chang Tsi & Partners is one of only five law firms qualified to provide special legal services for syndicated loans selected by Beijing Banking Association.

Our services include:

  1. General legal services for financial institutions
  2. Compliance review for major loan projects
  3. Syndicated loans
  4. Debt restructuring and disposal of non-performing assets
  5. Financial leases

Construction and Real Estate

Chang Tsi & Partners has an experienced construction and real estate practice group. We have represented developers, owners, and general contractors ranging from complex disputes to straight forward matters.

Our services include:

  1. Establishing real estate development companies
  2. Real estate project financing, insurance, advertising and sales
  3. Real estate legal due diligence
  4. Land use rights transfers, leases, and mortgages
  5. Construction, contractor, and subcontractor contracts for construction projects
  6. Bank mortgages and guarantees
  7. Revitalizing and replacing non-performing real estate
  8. Real estate project planning, designing, bidding, construction, and other legal documents drafting, review and modification
  9. Providing Legal services related to real estate sales
  10. Provisioning project financing, BOT, and other project structure design
  11. Quality controlling on project construction / project management
  12. Real estate project risk management
  13. Real estate and infrastructure construction litigation, arbitration and dispute settlement