China Permanent Representative Office Registration Procedures
The procedures for establishing a Resident
Permanent Representative Office (RO) vary slightly in different
areas of China and also vary in accordance with the
places where the foreign companies are located. In general,
the procedures for the establishment of a Permanent Representative
Office consist of three steps:
Step 1: Examination and
Approval
A whole set of application documents are submitted to
relevant approval authorities for examination. This
step is completed when the approval authority issues
an Approval Certificate for Permanent Representative
Offices of Foreign Enterprises.
Step 2: Registration
After the foreign enterprise obtains approval from the
relevant authority, documents must be submitted to the
relevant AIC for registration of the Permanent Representative
Office. This step is completed when the AIC issues a
Registration Certificate for Permanent Representative Offices
of Foreign Enterprises.
Step 3: Post-establishment
Registrations
After a Permanent Representative Office (RO) is registered with
the AIC, it must handle registration and other procedures
with banks, customs office, tax authorities, public
security bureau and other authorities.
Examination and Approval
Phase
Approval Authorities
Establishment of a Permanent Representative
Office (RO) is subject to approval by relevant authorities
under Chinese law. Without such approval and proper
registration, foreign enterprises are not allowed to
set up Representative Office (RO) in China and their
employees are not allowed to engage in business activities
in the capacity of employees of a Resident Representative
Office (RO). Furthermore, no signs or name plates of
the foreign enterprise should be posted outside their
office premises. The approval authorities vary depending
on the business the applying foreign enterprise is engaged
in. The following is a list of the approval authorities:
(1) MOFTEC
(2) The People's Bank of China
(3) The China Insurance Supervision Commission ("CISC")
(4) Ministry of Communication
(5) The China Administration of Civil Aviation
(6) Tourist Bureau of the PRC
(7) The Ministry of Finance
(8) The SAIC
(9) The Ministry of Justice
Except for the above approval authorities,
the establishment of Resident Representative Office
(RO) by foreign enterprises engaged in other businesses
should be subject to approval by the government authorities
in charge of those specific industries.
Documents and Information
Required
Each approval authority has its own requirements
for the documents to be submitted for examination and
approval. According to Chinese law and in practice,
the following documents are usually required to be submitted
to the approval authority:
(1) Application letter for establishing
Representative Office (RO) (original)
The application letter should briefly describe the foreign
company and its business activities in China. The following
information must be addressed in the application letter:
(i) An introduction to the foreign company
and its business activities in China;
(ii) The name of the Resident Representative Office
(RO);
(iii) The purpose of the Resident Representative Office
(RO);
(iv) The business scope of the Resident Representative
Office (RO);
(v) The name of the chief representative;
(vi) The duration of the Resident Representative Office
(RO); and
(vii) The address of the Resident Representative Office
(RO).
The application letter should also include
a list of the documents to be submitted. If the foreign
enterprise believes that any documents other than those
requested by the approval authority should be submitted,
such additional documents should also be listed in the
application letter.
(2) The bank creditworthiness letter (original)
The creditworthiness letter (also known as bankers’
reference letter) should be issued by the banker of
the foreign enterprise. The bank must be a foreign bank
in the area where the foreign company is registered.
The creditworthiness letter must contain the following
information:
(i) The name of the foreign company;
(ii) The normal deposit amount or average daily balance
for a period of six months; and
(iii) A brief review of the creditworthiness of the
foreign company.
The bank letter should be printed on the
letterhead paper of the bank and signed by authorized
officials of that bank.
(3) The appointment letter for the Chief
Representative
The appointment letter should be concise. It should
state clearly the name of the person to be appointed
or authorised to act as the chief representative of
the Resident Representative Office (RO). The appointment
letter should be printed on the letterhead paper signed
by the chairperson, general manager or other responsible
officials of the foreign company.
(4) The resumes, photocopies of the passports and passport
size photos of the chief representative and other representatives.
It is required that the resume start from
the university education. The date on which the person
started working for the applying foreign company should
also be stated in the resume. It should be noted that
the time as described in the resume must be consecutive.
The resume must be signed by the chief representative
and could be printed on blank paper.
(5) Office Lease
A signed office lease agreement (tenancy agreement)
or a letter of intent of lease must be submitted to
the approval authority.
Noted that not every building could be
used as office premises by the Resident Representative
Office (RO). Only those buildings approved by the local
public security bureau may be leased to foreign companies.
Foreign companies should confirm this issue with the
landlord before entering into the lease agreement or
the intention letter.
(6) Application Form for the Establishment
of Resident Representative Office (RO)
The application form is a standard form printed by the
approval authority. The main content of the application
form is basic information concerning the foreign company
applicant and the Representative Office (RO) to be established.
(7) Application Form for Personnel of
Representative Office (RO)
This application form is a standard form printed by
the approval authority. The main content of the application
form is basic information regarding the staff and employees
of the RO to be established, such as the names, nationalities,
contact details and positions.
(8) The Certificate of Incorporation of
the Foreign Company
The certificate of incorporation (or Article of Organisation
or Article of Incorporation) is a document evidencing
the incorporation and registration of the foreign company.
If the foregoing documents are in a foreign
language, a Chinese translation should be prepared.
Some approval authorities require that some of the foregoing
documents be notarized by a foreign notary public and
then legalized by the PRC consulate in that foreign
country.
After the above documents are submitted
to the approval authority, the approval authority will
review the application documents. After the approval
authority approves the establishment of the Representative
Office (RO), the chief representative of the Representative
Office (RO) should collect the Approval Certificate
from the approval authority and handle the registrations
procedures within 30 days after the approval date.
Registration Phase
After the approval for the establishment
of RO is granted, registration procedures must be handled
with the AIC. The following documents must be submitted
to the AIC for registration of a RO:
(1) The Approval Certificate issued by
the approval authority;
(2) The standard Application Form for Registration of
ROs printed by the AIC;
(3) The standard Registration Form for the Personnel
of ROs printed by the AIC;
(4) The Application Letter for Establishment of Rep
Offices;
(5) The Certificate of Incorporation of the foreign
enterprise;
(6) A bank letter regarding the creditworthiness of
the foreign enterprise;
(7) Appointment Letter for the Chief Representative;
(8) Resume of the chief representative and other representatives;
(9) Photocopies of passports or ID Cards of foreign
employees of the RO;
(10) Lease Agreement or other documents for the office
of the RO; and
(11) Photos of the chief representative.
The format and content of the above documents
are similar to those documents submitted to the approval
authority. It should be noted that AlCs in different
locations might have different requirements for the
application documents that a foreign enterprise must
submit. When a foreign enterprise applies for registration
of a RO, the foreign enterprise should consult with
the local sponsor, law firms or other agents as to the
specific documentation requirements.
After the registration authority approves
the registration of a RO, it will issue a Registration
Certificate for the RO and issue Representative Cards
to the Chinese and foreign employees. The establishment
date for a Rep Office is the issuance date of the Registration
Certificate rather than the issuance date of the Approval
Certificate.
Post-establishment Phase
After the issuance of the Registration
Certificate, the following procedures should be handled:
(1) |
Application for an
organization code; |
(2) |
Application for opening a bank
account; |
(3) |
Customs formalities for import
of office equipment; |
(4) |
Tax registration procedures with
the state and local taxation authorities; |
(5) |
Procedures for employing Chinese
employees with the foreign service companies designated
by the State Council or local people's government; |
(6) |
Application for expatriate work
permits with the local labour authority; and |
(7) |
Application for expatriate residence
permits with the local public security bureau. |
After the above procedures are completed, any changes
should be registered with the registration authority as
well.
|