Registration of Changes of Limited Liability Company in China
Whenever Wholly Foreign Owned Enterprise changes its company name, registered address (business address), legal representative,
registered capital, type of enterprise, scope of business
or duration of operation, shareholders should apply for registration
of change with the industry and commerce administration authority,
submitting the following documents:
1. Application for Registration of Change of Company signed
by its legal representative;
2. Resolution or decision of change made in accordance with
the Company Law;
3. Other documents and certificate;
4. Where a company change of registered items relates to amending
the company Articles of Association, the amended Articles
of Association or the amendment of the Articles of Association
shall be submitted.
Specifications for Change of Registered Items
Change of Company Name
1. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its company name should apply for pre-approval
from local Administration for Industry and Commerce of its proposed new name before conducting alteration registration within
thirty days from the date of making the resolution or decision
of change. The changed name referring to or including such
words as Beijing, Shanghai, China etc., or not including the
name of the administrative division should undergo inquiry
or be submitted for approval;
Change of Registered Address
2. A Wholly Foreign Owned Enterprise (WFOE, limited liability company), where it changes its domicile (place of registration, e.g., from one city to another), should apply
for registration of change within thirty days from the date
it moves to the new domicile and should submit the certificate
of using the new domicile;
Change of Legal Representative
3. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its legal representative should
apply for registration of change within 30 days from the date
of the shareholders meeting or the board of directors making
the resolution or decision and should submit documents of
tenure of office and identity certificate of the new legal
representative and the documents of dismission of the former
legal representative;
Change of Registered Capital
4. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes registered capital shall submit
the investment verification certificate issued by a legally
authorized investment verification authority increases its
registered capital shall apply for registration of change
within 30 days from the date of paying in full share funds
which reduces its registered capital shall publish the company
public notices of reducing registered capital on a newspaper
three times within thirty days from the date of the shareholders'
meeting making the resolution or decision of reducing registered
capital, and shall apply for registration of change with the
registration authority ninety days after date of the first
public notice, and shall submit the relevant certificates
of the company public notices of all three times and the company
illustration of paying debt or of debt assurance.
Change of Business Scope
5. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its scope of business(principal business activities) shall apply
for registration of change within 30 days from the date of
making the resolution or decision. As to items of changing
the scope of business that must be subject to examining and
approving because of the involvement of law and administrative
regulations the company shall apply for registration of change
within 30 days from the date of relevant department approving;
Change of Organisational Nature
6. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its form shall, in accordance
with the establishment requirements of the company form of
the company to which the company intends to change, apply
for registration of change with the company registration authority
within a prescribed period of time, submitting relevant documents;
Change of Shareholder
7. A Wholly Foreign Owned Enterprise (WFOE, limited liability company) which changes its shareholders shall apply for
registration of change within 30 days from the date of the
shareholders changing, and shall submit the related resolutions
of shareholders’ meetings, agreements of transfer of
shares, the amended articles of association and legal person
qualification certificates of the new shareholders or the
identity certificates of natural persons. Whenever its shareholders
change names, the company shall apply for registration of
change within thirty days from the date of the names changing;
Amendment of Articles of Association
8. Where the amendment of a company Articles of Association (sample Articles of Association of a Wholly Foreign Owned Enterprise without board of directors) does not relate to the registered items, the company shall
submit its amended articles of association or its amendment
of articles of association to the original company registration
authority for record; where the directors, supervisors, and
managers change, the company shall submit the documents of
the change to the original company registration authority
for record. |