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Procedures for Registration of Foreign-funded Enterprises

2016-04-22

 

 Procedures for Registration of Foreign-Funded Enterprises
 
I) Business Registration
 
1. Registration of foreign funded enterprise
Business registration of a foreign-funded enterprise involves two steps: one is the business name registration before the contract and the articles of association are approved, the other is the business operation registration after the contract and the articles of association are approved.
 
A. For business name registration, an enterprise shall submit the following documents:
a)      Pre-examination and approval application of the name of the enterprise with the signature of all the investors. Application for registration signed by the person responsible for its establishment shall include the name and address of the corporation to be established, its business scope, registered capital/ capitalized capital, name of investor and invested capital amount;
b)      Certificate of the representative/ deputy appointed by the investors;
c)      Certificates for qualifications of the representative/deputy;
d)      Certificates for qualification of all investors.
e)      The certificates include other documents required by Administration Bureau for Industry and Commerce
 
B. For business operation registration, an enterprise shall submit the following documents within 30 days after received the approval;
a)      Application for business licenses of foreign investment with the signature of legal representative;
b)      One copy of approval document of the examination and approval organ;
c)      The contract and articles of association;
d)      Notice on pre-examination and approval of the name of the enterprise;
e)      Investors’ qualification certificate or natural person ID certificate. The documents refer to:
Chinese investors shall provide the business license/legal representative registration certificate of the social undertaking institution/ legal representative registration certificate of the social organization/certificate of private-owned non-enterprise institution copied and stamped as the qualification certificate; foreign investors’ qualification certificate shall be notarized by the Public Notary of the investor-resided country (region) and verified by Chinese Embassy in the investor-resided country (region). In case the investor-resided country has no diplomatic relations with China, the certificates shall be notarized by the Public Notary of the third country that has diplomatic relations with China, then verified by Chinese embassy in the third country. The investors from Hong Kong, Macao and Taiwan shall provide the qualification and ID certificates notarized in these regions.
f)       Copies of position and ID certificates of the directors, supervisors and managers;
g)      Copies of appointment and ID certificates of the legal representative;
h)      Residence location certificate;
i)        For the projects with business scope governed in the state laws and administration decrees as well as the decisions of the State Council, which shall be approved before the registration, the investors shall submit related approval document or license copies or permission certificate;
j)        The legal document shall be enclosed with Power of Attorney;
k)  Other related documents and certificates.
Above mentioned document shall be provided with one original copy except for otherwise stated.
 
In case the above mentioned documents are in foreign language, they shall be translated into Chinese stamped by Translation Company.
 
C. The branch and agency establishment registration of foreign funded enterprise
The registered foreign funded enterprise for establishing branches and agencies shall submit following documents and certificates:
a) Application for the branch and agency establishment registration signed by legal representative of the parent enterprise;
b) Articles of Association of the Company signed by legal representative of the parent enterprise;
c) The Appointment and ID Certificate of the person in charge of the branch provided by the parent enterprise;
d) Business license and duplicate of the parent enterprise (stamped by the parent enterprise)
e) Certificate of housing and site use for business operation;
f) For the projects with business scope governed under the state laws and administration decrees as well as the decisions of the State Council, which shall be approved before the registration, the investors shall submit related approval document or license copies or permission certificate;
g) Other related documents and certificates.
 
2. Registration for the establishment of permanent representative agency of enterprises from foreign countries and Taiwan, Hong Kong, Macao Regions
Enterprises from foreign countries and Taiwan, Hong Kong, Macao Regions and other economic entity applying for setting up permanent representative agency in Hunan may register in Hunan Provincial Administration Bureau for Industry and Commerce, with following documents and certificates submitted:.
a). Application for the agency registration signed by chairman of the board or managing director, with the content including foreign enterprise name, permanent agency name, business scope, duration, address, chief representative and staff;
b). Certificate for lawful operation provided by authority in the enterprise located country or region;
c). Enterprise status certificate;
d). Appointment document for the chief representative, deputy and employees;
e). ID card copies and 2 photos of the representative, deputy and employees;
f). Certificate of office address.
 
3. Production and operation registration of foreign enterprise in Chinese territory
After the production and operation project of foreign enterprise in Chinese territory approved by the examination and approval authority, the foreign enterprise shall register in administration bureau for industry and commerce within 30 days after the approval, with following documents and certificates submitted;
a) Application signed by the chairman of the board or managing director;
b) Approval document or certificate provided by the examination and approval authority;
c) Contract for engaging in the production activity;
d) Certificate for lawful business operation provided by authority in the enterprise located country and region;
e) Certificate of foreign enterprise financial status;
f) Power of attorney, resume and ID certificate for the person in charge of the project in China designated by the chairman of managing director of foreign enterprise;
g) Other related documents.
 
4. Registration modification, cancellation and annual examination of foreign funded enterprise
The main registration issues modification of foreign funded enterprise and its branches and agencies shall have modification application submitted to the original registration authority for approval.
The termination and expiry of foreign funded enterprise, approval certificate invalidity, contract termination approved by examination and approval authority, shall have application submitted to the original registration authority for cancellation.
Foreign-invested enterprise and its branches should receive annual exam between March 1st and June 30th every year according to the requirement of the company’s registration organ.  
 
II) Tax Registration
1.     Foreign-funded enterprise with its branches or a foreign enterprise with its permanent representative office should register in the local tax authorities within 30 days after it obtains the business license. For tax registration, the foreign-funded enterprise or the foreign enterprise shall submit the business license, the national unified code certificate, the copies of contract and articles of association and the legal person ID card or passport. Then fill in two copies of the tax registration form (obtained in the taxation department or downloaded from Hunan state taxation webpage) and proceed to the taxation department to register. The tax authorities will issue to the enterprise the certificate of tax registration after they have verified these documents.
 
2. In case a foreign-funded enterprise and its branches or a foreign enterprise and its permanent office change its tax registration during the production and operation, it, with necessary documents, shall proceed to the tax authorities for making changes or cancellation in the tax registration in 30 days after the industrial and commercial administration has handled formality change or before it applies for taxation cancellation to the industrial and commercial administration.
 
III) Fiscal Registration
A foreign-funded enterprise should register in the local department of finance within 30 days after it obtains the business license by presenting following documents:
a) Approval certificate;
b) Business license;
c) the investment-amount certificate;
d) Contract and articles of association of the enterprise (duplicates);
e) Financial and accounting system of the enterprise adopted by the board of directors;
f) Effective qualification certificates of the enterprise's accounting personnel;
 
The department of finance will issue to the enterprise a fiscal registration certificate and its duplicates after the procedures have been duly completed.
 
The foreign-funded enterprise should submit their accounting statements on scheduled time to the financial department, and subject themselves to the supervision and management of the financial department.
 
If it divides, unites or sets a branch, the enterprise is required to register at the local administration of industry and commerce; and in 30 days, it still should submit to the local financial authority its registration documents, duplicates and copies to go through corresponding financial procedures. After dissolution and liquidation, it is required to submit to the local financial department its liquidation report, its original auditing report, duplicate and copy made by a Chinese CPA to cancel its fiscal registration, prior to cancellation of its business registration.    
 
IV). Registration system of deliver and receiver for Imp. & Exp. cargoes
 
Approving Object: The enterprise applies for Registration of deliver and receiver for Imp.& Exp. cargoes
 
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel.: 0731-4781354)
 
Procedures for Examination and Approval:
 
1. Submit the following information:
 
 (I) Business license of the enterprise
 
(II) The Foreign Trade Operator Record Registration Form issued by the commerce administration authorities;
 
(III) Articles of Association of the enterprise
 
(IV) The copy of the duplicate of the Tax Registration Certificate (National Tax);
 
 (V) The copy of the Account Opening Certificate issued by the bank;
 
 (VI) The copy of the duplicate of the Organizational Code Certificate;
 
 (VII) Foreign Funded Enterprise Approval Certificate of P.R. China
 
(VIII) Other certification documents needed for registration.
 
(IX) The duplicate of the legal person’s ID card (new version, both sides duplicated).The original should be checked.
 
(X) The duplicate of the responsible person’s ID card (new version, both sides duplicated).The original should be checked.
 
(XI) The authorization letter provided by the enterprise, if the responsible person is not the legal person. Such a passage should be included in the letter as “_____ is authorized to apply for registration in the Customs House”.
 
All the documents involved in the Registration Notice of deliver and receiver for Imp.& Exp.
 
Cargoes should be submitted in terms of duplicate. The original, thought not submitted, should be checked. 
 
2.     The enterprise self-engraves a customs clearance special-purpose stamp
 
The content and requirement of customs clearance special-purpose stamp: the stamp should be in the form of oval with a length of 50MM and a width of 36MM. The stamp is printed with the full name of enterprise on the up side and the customs clearance special-purpose stamp on the down side from left to right.
 
3. Fill the following forms
 
1.      The Registration Form of the Conditions about the Enterprise;
 
2.      The Registration Form of the Conditions about the Enterprise Management Members
 
Time Limit for Examination and Approval: If the Customs consider the enterprise applying for registration meets the conditions after all the above-mentioned procedures have been handled and the customs preliminarily examined the information, the customs will finish the registration procedures within two working days and issue the Certificate of the Customs Registration of deliver and receiver for Imp. & Exp. cargoes.
 
 
(V) “Foreign Processing and Production Enterprise” Registration Examination and Approval System
 
Approving Object: The enterprise applies for dealing with the foreign processing and production enterprise registration
 
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel.: 0731-4781354)
 
Basis for Examination and Approval: the Customs Law of the People’s Republic of China and related laws and regulations
 
Procedures for Examination and Approval:
 
(I) Submit the following information:
1. The original and the reprinting copy of the processing and production enterprise’s industrial and commercial business license;
2. The original and the reprinting copy of the Processing Trade Business Ratification Certificate issued by the directing department of foreign trade and economy to approve an enterprise doing the processing business;
3. The original and the reprinting copy of the Productive Capacity Certificate of the Processing Trade Enterprise issued by the directing department of foreign trade and economy;
4. The original and the reprinting copy of the Tax Registration Certificate (National Tax) of the processing and production enterprise;
5. The original and the reprinting copy of the Organizational Code Certificate of the People’s Republic of China of the processing and production enterprise;
6. The original and the reprinting copy of the legal representative’s ID card, a two-inch bareheaded photo and his/her telephone number for contact.
The documents and certificates shall be provided with the original and the copies for customs check.
 
(II) Fill the following forms:
1. The Registration Form of the Conditions about the Enterprise;
2. The Registration Form of the Conditions about the Enterprise Management Members.
 
Supervision and Management Measures: If an enterprise wants to change its original name, legal representative or other contents which have been registered in the customs, or wants to cancel some registered contents, the enterprise shall deal with related procedures about change or cancellation in time.
 
Time Limit for Examination and Approval: If all the above-mentioned procedures have been handled and the submitted certificates and information have no mistake or omission, the customs will inspect and handle the foreign processing and production enterprise’s registration procedure within two working days.
 
(VI) “Alteration in the Registration Certificate of the deliver and receiver for Imp.& Exp. cargoes
 
Approving Object: The enterprise which applies for handling the alternation in the Registration Certificate of the deliver and receiver for Imp.& Exp. cargoes
 
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel.: 0731-4781354)
 
Basis for Examination and Approval: the Customs Law of the People’s Republic of China and related laws and regulations
 
Procedures for Examination and Approval:
 
The application unit puts forward the application for alternation by holding the following documents:
 
1.            Go to the Changsha Customs, and then obtain and fill in the Alternation Registration Application Form of the Customs deliver and receiver for Imp.& Exp. cargoes, the Registration Form of the Conditions about the Enterprise and the Registration Form of the Conditions about the Enterprise Management Members;
 
2.            Return the original Registration Certificate of the Customs Clearance Self-handling Unit;
 
3.            Submit corresponding documents according to the alternation in contents (one or several kinds of the following documents):
 
(1)      The original and the reprinting copy of the enterprise legal person’s business license after alternation;
 
(2) Original document (duplicate 2) of the Foreign-invested Enterprise Ratification Certificate of the P.R. China or the original and the reprinting copy of the Foreign Trade Operator Record Registration Form after alternation;
 
(3) The original copy and the reprinting copy of the original Tax Registration Certificate (National Tax) after alternation;
 
(4) The original copy and the reprinting copy of the original the Organizational Code Certificate of the People’s Republic of China after alternation;
 
(5) The contract and the articles of association after alternation;
 
(6) Bank account certificate;
 
(7) The original and the reprinting copy of the official, written reply about the altered contents given by the competent governmental authority (submitted by the foreign-invested enterprise merely);
 
(8) Other related information;
 
4. Alteration in the legal person
 
(1)The duplicate of the legal person’s ID card (new version, both sides duplicated).The original should be checked.
 
(2)The duplicate of the responsible person’s ID card (new version, both sides duplicated).The original should be checked.
 
(3)The authorization letter provided by the enterprise, if the responsible person is not the legal person. Such a passage should be included in the letter as “_____ is authorized to apply for registration in the Customs House”.
 
(4)All the documents involved in the Alteration Notice of Registration of deliver and receiver for Imp.& Exp. Cargoes should be submitted in terms of duplicate. The original, thought not submitted, should be checked.
 
5. Alteration in items except for the legal person
(1) The duplicate of the responsible person’s ID card (new version, both sides duplicated).The original should be checked.
 
(2) The authorization letter provided by the enterprise, if the responsible person is not the legal person. Such a passage should be included in the letter as “_____ is authorized to apply for registration in the Customs House”.
 
(3) All the documents involved in the Alteration Notice of Registration of deliver and receiver for Imp.& Exp. Cargoes should be submitted in terms of duplicate. The original, thought not submitted, should be checked.
 
6. In case of the alternation in the enterprise’s name, the enterprise needs to submit the name alternation confirmation certificate issued by the industrial and commercial administration;
 
7. In case of the alternation in the enterprise’s name or nature, the enterprise needs to give back the original customs clearance special-purpose stamp, and self-engraves a new round customs clearance special-purpose stamp. After the customs inspects the stamp, the stamp die shall be left in the customs for further reference.
 
8. In case of the alternation in the bank account number, the enterprise needs to submit the account opening certificate with the current account number issued by the bank;
 
Time Limit for Examination and Approval: If all the above-mentioned procedures have been handled and the submitted certificates and information have no mistake or omission, the customs will handle the alternation procedure and issue the certificate within one working day.
 
(VII)  “Registration Certificate of the deliver and receiver for Imp.& Exp. cargoes” Cancellation Examination and Approval System
 
Approving Object: The enterprise applies for handling the Registration Certificate of the deliver and receiver for Imp.& Exp. cargoes
 
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel.: 0731-4781354)
 
Basis for Examination and Approval: The Customs Law of the People’s Republic of China and related laws and regulations
 
Procedures for Examination and Approval:
1. The enterprise which meets the following terms and conditions can apply for handling the cancellation procedure:
(1)         The Sino-foreign joint venture, the cooperative business or the exclusively foreign-owned enterprise in China has reached the time limit of operation;
(2)         The enterprise of which the industrial and commercial administration has ratified the cancellation;
(3)         The enterprise of which the foreign trade and economic administration department has ratified canceling or withdrawing the managerial authority of import and export;
(4)         Other enterprises which need to deal with the cancellation of the Registration Certificate of the Customs Clearance Self-handling Unit.
 
2. Submit the following information:
(1) The written application of the enterprise;
(2) The written, official approval document issued by the industrial and commercial administration department or the foreign trade and economic administration department;
(3)  “Examination and Approval Form of the Registration Certificate of the Customs Clearance Self-handling Unit Cancellation Application” (Firstly the applicant receives the form at the customs clearance registry window, and then goes to the tax exemptions and reductions department, the foreign business person’s self-used articles administration department and the bonded department for ideas signing. Lastly, the applicant submits the form to the administrative department of the enterprise.);
(4) The original copy of the Registration Certificate of the Customs Clearance Self-handling Unit;
(5) The customs clearance special-purpose stamp;
(6) The Customs Declarant’s Qualification Certificate of the customs declarant with the enterprise (the enterprise without the customs declarant is exempt from submission of such a certificate);
(7) Other information needed by the customs.
 
Time Limit for Examination and Approval: If all the above-mentioned procedures have been handled and the submitted certificates and information have no mistake or omission, the customs will handle the cancellation procedure within one working day. The file about this enterprise will be eliminated in the database.
 
(VIII). Handling of Tax-exemption Procedures for Foreign-invested Projects:
 
1. Basis:
Shujianyi Document No. (1992) 1099 and Shushui Document No. (1997) 1062 and General Administration of Customs Document No. (2008) 103
 
2. Registration Application
In application for tax-exemption registration, foreign-funded enterprises (Sino-foreign equity joint ventures, Sino-foreign contractual joint venture and wholly foreign-funded enterprises) should provide to the customs the following documents:
 
1. Business license (duplicate)
 
2. Permit (duplicate)
 
3. Enterprise contract (Exemption is allowed for wholly foreign-funded enterprises.)
 
4. Articles of enterprise and its official approval (duplicate)
 
5. The Approval Letter (original) should be submitted if the enterprise was set up after January 1st 1998.
 
6. The filled-in Application for Registration of Tax-Collection and Tax-Exemption Project that is standard and effective. (Stamped by the enterprise)
 
7. Financial status report (The customs checks the original and reserves the duplicate.)
 
8. Other documents demanded by the customs
 
3. Tax-exemption application:
In application for tax exemption, the enterprise that has been approved to register by the customs should provide to the customs the following documents:
 
1. Examination and approval form for imported materials;
 
2. The filled-in Application for Tax-Collection and Tax-Exemption for Imported Goods that is standard and effective. (Stamped by the enterprise)
 
3. Three goods-ordering contracts or invoices (duplicate)
 
4. Other documents demanded by the customs 
 
(IX). Foreign Exchange Registration  
 
1. The foreign-funded enterprise (except the real estate enterprise) is required to submit the following documents:
 
(1) Foreign Exchange Registration Application Form for the Foreign-Funded Enterprises;
 
(2) Establishment-approval documents and original approval certificate issued by the supervising department
 
(3) Approved enterprise Contract and Articles of Association (except the solely foreign-owned enterprises);
 
(4) Photocopy of Business License; Non-legal-person Sino-foreign cooperative enterprise shall submit the original of business license;
(5) Code Certificate of the organizer;
(6)The Chinese partner, in case of a domestic institution, offers its code certificate and the duplicate of its business license; in case of a natural person, offers his ID card. The foreign partner, in case of an individual, offers his valid identity card; in case of an institution, offers its registration document;
(7) Supplementary documents.
 
2. The foreign-funded real estate enterprise is required to submit the following document:
 
(1) Foreign Exchange Registration Application Form for the Foreign-Funded Enterprises and a commitment letter;
 
(2) Photocopy of the 1-year-valid Business License; Non-legal-person Sino-foreign cooperative enterprise shall submit the original of business license;
 
(3) 1-year-valid establishment-approval documents and original approval certificate issued by the supervising department
 
(4) Approved enterprise Contract and Articles of Association (except the solely foreign-owned enterprises);
 
(5) Code Certificate of the organizer;
 
(6) The Chinese partner, in case of a domestic institution, offers its code certificate and the duplicate of its business license; in case of a natural person, offers his ID card. The foreign partner, in case of an individual, offers his valid identity card; in case of an institution, offers its registration document;
 
(7) Supplementary documents.
 
 The following documents are required to open the capital account:
 
(1) A written application;
 
(2) IC card for foreign exchange registration;
 
(3) Supplementary documents.
 
The following documents should be submitted to apply for reinvestment in China by Foreign Partner in terms of Distributed Profit:
 
(1) A written application from the foreign-funded enterprise which has made profit (simplified as the profit-making enterprise, including the investment-oriented corporation);
 
(2) The foreign exchange registration IC card of the profit-making enterprise;
 
(3) The confirmation letter, from the board of director of the profit-making enterprise, on profit distribution and reinvestment (adding investment) with profit by the foreign partner;
 
(4) The latest annual financial auditing report (with the corresponding approval of foreign exchange income and expenditure) of the profit-making enterprise;
 
(5) Income tax payment or exemption certificate concerning the enterprise’s reinvestment (adding investment) profit;
 
(6) Approval documents and original approval certificate issued by the supervising department;
 
(7) Capital Examination Report of the profit-making enterprise;
 
(8) Supplementary documents
 
The following documents should be submitted to apply for reinvestment by Foreign Partner in terms of reserved capital, reserved fund surplus, undistributed profit and registered debt (interest):
 
(1) A written application from the foreign-funded enterprise
 
(2) The foreign exchange registration IC card
 
(3) Decision on capital transfer from the board of director;
 
(4) Approval documents on capital transfer issued by the supervising department (confirmation should be made by the supervising department to those enterprises who have registered to transform debt to capital);
 
(5) The latest reports on capital examination and financial auditing (with the corresponding approval of foreign exchange income and expenditure);
 
(6) Those enterprises who have transformed undistributed profit into capital should submit income tax payment or exemption certificate.
 
(7) For the registered debts and present interest, it is necessary to provide such approval documents as debts change feedback, the contract of this debt and certificate of creditor approving transfer share rights.
 
(8) Supplementary documents
 
(X) Registration of Import & Export Commodity Inspection and Quarantine
After handling business registration, foreign-funded enterprises shall submit a complete set of documents (including the contract, articles of association, approval certificate of foreign-funded enterprise, business license, feasible report and etc. copies) to Legal System and Comprehensive Business Division of Hunan Provincial Commodity Inspection and Quarantine Bureau for handling registration and obtaining "Foreign-funded Enterprise Registration Certificate of Commodity Inspection and Quarantine".
 
(XI) Property Registration of State-owned Assets
A foreign-funded enterprise which holds or uses state-owned assets shall, after obtaining the certificate of approval issued by the Hunan Provincial Department of Commerce and submit the contract, articles of association, certificate of approval (photocopy), "Report on Verification of Capital" and certificate of capital contribution by the Chinese and foreign parties (including a detailed property list and the "Notification of Confirmation of Assets Evaluation") issued by a public accountant office to go through the procedures for property registration of state-owned assets at the management department of state-owned assets relevant with financial relationship of administrative subordination.
 
(XII) Environment Protection in Hunan Province
 
A. Introduction
In 2008, the environmental quality remained fine as a whole. Among 96 checked cross sections of surface water, 83 met or surpass the grade-Ⅲ standard, accounting for 86.5%, up by 4.2% compared with 2007. The average concentration of sulfur dioxide dropped by 5.6%, and 10 prefecture-level cities met the grade-II standard in terms of air quality. The percentage of the air-qualified cities rose from 50% in 2007 to 71.4%.The emission of sulfur dioxide and chemical oxygen demand in 2008 amounted to 840,200 tons and 884,700 tons, down by 7.06% and 2.09% respectively. The target set by the provincial government was achieved.
 
B. Environmental Protection Registration
(Any construction project with foreign investment shall go through the following formalities.)
 
1. The project constructor shall entrust to a qualified institution the task of compiling the environmental impact assessment report.( the assessment is conducted in accordance with the Administration List of Environmental Protection for Construction Project.)
 
2. The project constructor shall submit Environment Impact Report to Environment Protection Bureau for approval which is conducted in accordance with the corresponding rules at both the provincial level and the state level
 
3. After the project is completed, the enterprise shall apply to the environment protection administration for check and inspection (the project in which trial operation is applied for should be examined in light of the relevant requirement.). Only after the project is proved to meet the environmental requirement can the project start regular operation.
 
4. After the project is put into operation, the enterprise shall register the pollution discharge in the local Environment Protection Authority and obtain the License of Pollution Discharge.
 
 
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