The Registration of Foreign-funded Enterprises

The Registration of the Name of the Enterprise

The Registration of the Operation of the Enterprise

The Registration of the Cancellation of the Enterprise

The Registration of the Modification of the Enterprise

Key Points of the Registration of the Name of the Enterprise

A foreign-funded enterprise that applies for registration shall submit the following documents and certificates:

1. The application of the registration of the name of the enterprise;

2. The certificate of the qualification of the investor; and

3. The power of attorney of the registration of the enterprise.

Key Points of the Registration of the Operation of the Enterprise

A foreign-funded enterprise, when registering its operation, shall submit the following documents and certificates:

1. The written application of the registration of the enterprise signed by the legal representative;

2. The enterprise contract and its articles of association as well as the document and certificate of approval issued by the examination and approval authority;

3. The certificate of the qualification of the investor (if the investor is a Chinese residing inside China, the certificate of the qualification of the investor should be born with a fresh seal of the issuing authorities);

4. The credit certificate of the investor;

5. The profile forms of the members of the board of directors, supervisors and general manager and vice general managers;

6. The copies of the ID cards or passports of the members of the board of directors, supervisors and general manager and vice general managers;

7. The certificates of the apartment buildings and factories buildings;

8. The application of the name of the enterprise and the notice of the approval of the name of the enterprise;

9. The power of attorney of the registration of the operation of the enterprise; and

10. Other relevant documents and certificates.

Key Points of the Registration of the Cancellation of the Enterprise

A foreign-funded enterprise, when canceling the registration of the enterprise, shall submit the following documents and certificates:

1. The written application of the cancellation of the registration of the enterprise signed by the legal representative;

2. The resolution of the cancellation of the enterprise adopted at the meeting of the board of directors;

3. The report of the complete settlement of all creditor’s rights and debts as well as the documents issued by the liquidation authorities taking charge of the settlement;

4. The certificates issued by the taxation departments and Customs concerning the complete of all taxes and tariffs;

5. The business certificate;

6. The seal and steel seal of the company;

7. The power of attorney of the registration of the cancellation of the enterprise; and

8. The documents of the approval of the enterprise issued by the examination and approval authority.

Key Points of the Registration of the Modification of the Enterprise

A foreign-funded enterprise, when modifying the registration of the enterprise, shall submit the following documents and certificates:

A foreign-funded enterprise, when applying for modifying the registration of the enterprise, shall submit the written application of the modification of the registration of the enterprise signed by the chairman of the board of directors, the power of attorney of the modification of the registration of the enterprise and the business certificate as well as the following documents and certificates depending on changes of different registered items:

1. The modified name of the enterprise: the resolution of the board of directors, the registration form of the modified name of the enterprise based on the agreement on the amendment of the contract and the articles of association, the notice of approval of the modified name of the enterprise, the approval document issued by the examination and approval authority, the seal of the enterprise.

2. The modified address: the resolution of the board of directors, and the certificate of the new address (for business use).

3. Increment of investment and registered capital: the resolution of the board of directors, the agreement on the amendment of the contract and the articles of association, the approval document issued by the original examination and approval authority, and the report on capital verification.

4. Category of modified enterprises: the resolution of the board of directors, the agreement on the amendment of the contract and the articles of association, the approval document issued by the original examination and approval authority, and the report on capital verification.

5. Changes of the chairman, vice chairmen, general manager and vice general managers: the resolution of the board of directors, profile forms of the members of the board of directors, supervisors and general manager and vice general managers, copies of the ID cards or passports, and the registration form of the legal representative.

6. Assignment of shares: the resolution of the board of directors, the agreement on the assignment of shares, the agreement of the amendment of the contract and the articles of association, the legal certificate of qualification and the certificate of credit of the assignee, and the approval document issued by the original examination and approval authority.

7. Modification of the business scope: the resolution of the board of directors, the agreement on the amendment of the contract and the articles of association, the approval document issued by the original examination and approval authority (in case the added businesses on which the state enforces special regulations, the enterprise shall present the approval document issued by the responsible department), and the report on capital verification.

8. Modification of the business period: the resolution of the board of directors, the approval document issued by the original examination and approval authority, the agreement on the amendment of the contract and the articles of association, and the report on capital verification.

9. Establishment of new subsidiaries or representative offices: the resolution of the board of directors, and the report on capital verification.

10. Establishment of subsidiaries or representative offices abroad: the enterprise shall report to the original registration authority for the record upon approval by the examination and approval authority.

11. Adjustment of investment volume and registered capital: the application report (on creditor’s rights, debts, the list of creditors, and the effect caused if reduction of investment volume and registered capital), the resolution of the board of directors, the agreement of the amendment of the contract and the articles of association, the approval document issued by the examination and approval authority, copies of newspaper announcement for three times, the latest audit report, and the report on capital verification.

12. When a stock holder or one of the initiators of a foreign-funded enterprise plans to set up an enterprise, he or she shall present the following documents and certificates:

(1) The application report of the enterprise (including the proposed name of the enterprise, registered capital, and the ratio of the registered capital invested by the foreign-funded enterprise).

(2) The resolution of the board of directors.

(3) The report on the result of checking accounts of the foreign-funded enterprise in the last six months, and the statement of assets and liabilities.

(4) The certificate issued by the legal capital verification authority that proves that the enterprise has paid the registered capital.

(5) The reports on the enterprise’s production and business:

a. The enterprise’s current situation of assets;

b. The enterprise’s current production and marketing of its main products; and

c. The enterprise’s situation of profit and loss.

(6) The certificate issued by the tax authority that proves that the enterprise has paid the income tax.

13. A foreign-funded enterprise that plans to be transformed into a domestic-funded enterprise shall submit the following documents and certificates:

(1) The application form for the transformation from a foreign-funded enterprise into a domestic-funded one;

(2) The resolution of the board of directors;

(3) The certificates issued by the tax authority and the Customs that prove that the enterprise has paid all taxes and tariffs;

(4) The approval document issued by the original examination and approval authority;

(5) The agreement on transforming the foreign-funded enterprise into a domestic-funded one; and

(6) Other relevant documents and certificates.

14. Moving to a new site: the resolution of the board of directors, the certificates issued by the tax authority and the Custom that prove that the enterprise has paid all taxes and tariffs, and the certificate issued by the new area’s industrial and commercial bureau that agrees with the move of the enterprise into the area.

15. In case that the certificate of business bearing no mark of the qualification of annual assessment of last year, the enterprise shall submit the certificate of the qualification of annual assessment.