FOREIGN INVESTED ENTERPRISES REGISTRATION PROCEDURES
POST REGISTRATION PHASE
The establishment of foreign investment enterprises consists
of three phases: (1) approval of the project proposal, feasibility
study report, Joint Venture Contract and Articles of Association;
(2) registration with the AIC; and (3) post-establishment
procedures.
Post-establishment Registration
After an FIE is registered with the AIC and obtains the Business
License or the Enterprise Legal Person Business License, the
FIE should handle the following procedures;
(1) Enterprise Code
Each enterprise is assigned a fixed enterprise code, which
is unique nationwide. The technology supervision authorities
are in charge of the enterprise code registration. After the
business license of an FIE is issued, the FIE should apply
for enterprise code registration as soon as possible. All
the other registrations and procedures, such as tax registration
and opening bank accounts, must use the enterprise code certificate
of the FIE. For an FIE possessing legal person status, the
technology supervision bureau will issue an Enterprise Legal
Person Code Certificate of the PRC. For an FIE that does not
possess legal person status, the technology supervision authority
will issue an Enterprise Code Certificate of the PRC. An FIE
must handle the enterprise code; registration with the technology
supervision authorities immediately after its business license
is issued in order to handle tax, foreign exchange and other
registrations and procedures.
(2) Foreign Exchange Registration and Opening Bank Accounts
Within thirty days after the business license of an FIE is
issued, the FIE should apply for foreign exchange registration
with the local foreign exchange authorities. If an FIE has
already registered with the foreign exchange authority, its
branches or rep offices in other locations do not need to
be registered separately with the foreign exchange authorities.
The foreign exchange authority should review the application
documents submitted by an FIE. In the event that the foreign
exchange authority determines that the applicant meets all
the conditions, it will issue a Foreign Exchange Registration
Certificate for Foreign Investment Enterprise, which is usually
referred to as the Foreign Exchange Registration Certificate.
In addition, the foreign exchange authority will issue a Notice
of Opening Bank Accounts. The form of the Foreign Exchange
Registration Certificate is enacted by State Administration
of Foreign Exchange ("SAFE"). After the FIE obtains
a Foreign Exchange Registration Certificate, it may open bank
accounts with banks permitted to engage in foreign exchange
business. After the bank opens foreign exchange accounts,
a note should be added to the Foreign Exchange Certificate
indicating the name of the bank, currency, account number,
nature of the account and the date on which the bank accounts
are opened, and the bank's chop should be affixed to the Foreign
Exchange Registration Certificate.
(3) Tax Registration
According to the Income Tax Law for Foreign Investment Enterprises
and Foreign Enterprises, the Implementing Detailed Rules for
the Income Tax Law for Foreign Investment Enterprises and
Foreign Enterprises and the Administrative Law of the Taxation
Collection, entities and establishments engaged in operation
and manufacturing activities must register with the tax authorities.
In order to strengthen the foreign related tax administration,
Chinese tax authorities issue tax registration certificates
to FIEs and foreign companies.
The tax registration certificate consists of the following
three categories:
(i) The Tax Registration Certificate for Foreign Investment
Enterprises, which is issued to an EJV, a CJV or a WFOE;
(ii) The Tax Registration Certificate for Foreign Enterprises,
which is issued to a foreign enterprise that has an establishment
in China;
(iii) The last one is the Tax Registration Certificate for
Branches of Foreign Investment Enterprises, which are issued
to branches of FIEs.
If an FIE establishes two or more branches in one area, these
branches should apply for tax registration separately. The
Tax Registration Certificate consists of originals and duplicates,
both of which are affixed with the chop of the tax authorities
in charge. The Tax Registration Certificate should not be
loaned, altered, damaged, destroyed, traded or forged.
If an FIE undergoes relocation, restructure, merger, division,
termination or change in capital amount or business license,
the FIE should handle tax registration alteration or cancellation
procedures with the local tax authorities within thirty days
after the AIC procedures have been completed or before the
termination registration.
(4) Financial Registration
The major purpose of the financial registration is to regulate
financial management and exercise financial supervision. Chinese
law requires that every FIE should apply for financial registration
within thirty days after the AIC issues its business license.
The financial authorities in charge vary depending on the
status of the Chinese investor. If the FIE is established
by enterprises and institutional entities belonging to the
central government agencies, the FIE should apply for financial
registration with the Financial Supervisor's Office seconded
by the Ministry of Finance. WFOEs and FIEs that are established
by local level enterprises or institutional entities must
apply for financial registration with the local financial
bureaus or their designated authorities.
After the Financial Supervisor's Office or local financial
authorities review and approve the financial registration
application, a Foreign Investment Enterprise Financial Registration
Certificate will be issued.
The Financial Registration Certificates consist of originals
and duplicates. The Ministry of Finance prints the form for
such Certificates. After an FIE obtains a Financial Registration
Certificate, the FIE should place the original Financial Registration
Certificate in a conspicuous location in the office of the
FIE.
If the Joint Venture Contract, Articles of Association, name,
address, responsible official, business scope and other issues
of an FIE are changed, the FIE should alter its AIC registration.
Within thirty days after the AIC registration is completed,
the FIE should handle procedures to change its financial registration.
If an FIE fails to make any financial registration, no accounting
or auditing firm may verify its capital or audit its accounting
books. Should this verification or audit occur, the Financial
Supervisor's Offices and the local financial authorities will
impose a penalty pursuant to the Supplementary Provisions
for Foreign Investment Companies Implementing New Financial
System and other relevant laws and regulations.
(5) Customs Registration
Chinese law provides that after an FIE is established, it
must register with the local customs office. The major purpose
of customs registration is to strengthen the supervision of
the goods imported and exported by FIEs and implement the
preferential customs policies applicable to FIEs.
After an FIE is established, the investors will contribute
their subscribed capital to the FIEs according to the provisions
of the Joint Venture Contract and Articles of Association.
An accounting firm should verity such capital contributions.
Within one month after the verification of the capital contribution,
the FIE should submit a copy of the capital verification report
to the customs office.
For an FIE that is eligible for exemption of import duty
within the total amount of investment, the FIE should also
submit the import equipment list, as approved by the original
approval authority, to the customs office. The customs office
will review this list when the equipment is imported by the
FIE.
(6) Company Chops
After the business license for an FIE is issued, the FIE may
apply with the local public security bureau for approval of
making chops. The FIE should retain a chop making firm in
the same city or county in which the FIE is registered. If
the FIE needs to make chops in a city or county other than
its registered location, the FIE should apply for an approval
from the public security bureau where the FIE is registered.
The FIE should then apply for another approval from the public
security bureau where the chops will be made. The chop making
firms must review the approval issued by the public security
bureau.
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