SHANGHAI LOCAL LAWS
Regulations of Shanghai Municipality Concerning The Control
of Resident Representative Offices of Foreign Enterprises
(Effective Date:1986.09.01)
Article 1. In accordance with the Interim Regulations of the
People's Republic of China Concerning the Control of Resident
Representative Offices of Foreign Enterprises and in the light
of the actual situation in Shanghai, the regulations are formulated
with a view to facilitating the development of international
economic and trade contacts and technical exchange and controlling
the resident representative offices in Shanghai of foreign
companies, enterprises and other economic organizations (hereafter
referred to as foreign enterprises).
Article 2. Resident representative offices of foreign enterprises
(hereafter referred to as resident representative offices)
shall be understood as those engaged in business-contact,
service and non-direct-profit-making operations. But, for
those provided for by inter-government agreements, they shall
be treated in accordance with those agreements.
Article 3. Any foreign enterprise desiring to establish its
resident office in Shanghai should entrust a Shanghai enterprise
or company that deals with foreign business to submit an application
to the Shanghai Foreign Economic Relations and Trade Commission
in accordance with the nature of their business.
Article 4. A foreign enterprise, when applying for permission
to establish a resident representative office in Shanghai,
should submit the following documents and reference materials:
(1) An application form signed by the chairman of the board
of directors or the general manager of that enterprise. The
application should contain such details as the name of the
resident representative office to be set up, the names of
chief representative and other representative(s), the scope
of business, duration and the location of the office; (2)
The legal document authorizing the operation of that enterprise
issued by the authorities of the country or the region in
which that enterprise operates; (3) Credit worthiness documentation
provided by the banking institution(s) which has business
contacts with that enterprise, (4) The credentials and brief
biographies of the members of the resident representative
office appointed by the chairman of the board of directors
or the general manager of that enterprise. A banking, insurance
or stock exchange institution which desires to establish a
resident representative office should, apart from submitting
the documents and reference materials as specified in the
article, submit at the same time an annual report on the assets
and liabilities and losses and profits of the head office
of that enterprise, its constitution and the composition of
its board of directors.
Article 5. When granted approval to establish a resident representative
office, a foreign enterprise should, within 30 days of the
date of approval, go to the Shanghai Administration Bureau
for Industry and Commerce on the strength of the approval
document and go through the registration procedure. The original
approval document would however, automatically cease to be
effective in case of failure to register within the prescribed
deadline and should be returned to the Shanghai Administration
Bureau for Industry and Commerce within 10 days. The registration
certificate for the resident representative office is valid
for a period of one year, which must be extended 30 days prior
to termination of the registration certificate. No foreign
resident representative office is allowed to start business
activities and to put up its sign before approval is granted
and the registration procedure completed.
Article 6. The members of a resident representative office
and their families should abide by the Law of the People's
Republic of China Concerning the Control of Foreigners Entering
and Leaving China and the other related regulations and apply
to the Shanghai Public Security Bureau for the required short-or
long-term resident permits.
Article 7. When engaged in business activities, the representatives
and employees of a resident representative office should have
with them their respective representative certificate or working
certificate issued by the Shanghai Administration Bureau for
Industry and Commerce. When leaving China, upon expiration
of the period or because of some other reasons (excluding
leaving China temporarily on business), the resident representative
should go through the procedure with the Shanghai Administration
Bureau for Industry and Commerce for cancelling the registration
and return their representative certificates.
Article 8. A resident representative office should, on the
strength of the registration certificate and in accordance
with the relevant stipulations of foreign exchange control
of China, open an account in the Bank of China or in any bank
which the Administration of Exchange control may designate.
Article 9. A resident representative office and its members
should, in accordance with the stipulations of Chinese tax
laws, go through the tax registration procedure with the Shanghai
Tax Bureau and pay taxes in accordance with the relevant regulations.
Article 10. When a resident representative office and its
members import or export office articles, articles for daily
use and means of transport for their own use, they should
go through the procedure in accordance with the relevant stipulations
of the Chinese Customs. Article 11. All resident representative
offices should apply to the related telecommunications departments
of Shanghai for setting up such commercial communications
equipment as may be necessary for their business operations.
They are not allowed to set up any radio station in Shanghai.
Article 12. A resident representative office should entrust
service companies for foreigners designated by the Shanghai
Foreign Economic Relations and Trade Commission on such matters
as renting a house.
Article 13. When hiring Chinese personnel, the resident representative
offices should do so through the Shanghai Foreign Service
Company and an employment contract must be signed by the two
parties concerned. The resident representative offices are
not allowed to recruit workers and staff in China on their
own.
Article 14. The resident representative offices and their
members should abide by Chinese laws, decrees and relevant
regulations. Shanghai Municipal People's Government undertakes
to protect in accordance with the law, the legitimate rights
and interests of resident representative offices and their
members and to facilitate their normal business activities.
Article 15. The business activities of resident representative
office must be subject to supervision and inspection by the
Shanghai Administration Bureau for Industry and Commerce and
other related organs. The resident representative offices
should submit an annual report of its business operations
every year to the Shanghai Foreign Economic Relations and
Trade Commission and the Shanghai Administration Bureau for
Industry and Commerce.
Article 16. If a resident representative office and its members
violate these regulations or engage in unlawful activities,
the Shanghai Administration Bureau for Industry and Commerce
has the right to inspect and deal with them in accordance
with the law. The penalties may take the forms of warning,
fine, confiscation of illicit income, and cancellation of
representative qualification and the registration certificate
according to the seriousness of the case.
Article 17. An approved term of residence for the resident
representative office can not exceed 3 years. The said office
shall, upon expiration of the period, entrust a Shanghai enterprise
or company that deals with foreign business to submit an application
for extension to the Shanghai Foreign Economic Relations and
Trade Commission within 3 months before expiry if it wishes
to extend its residence. After receipt of the approval, it
shall go through the registration for extension with the Shanghai
Administration Bureau for Industry and Commerce. When a resident
representative office applies for its extension, it shall
submit the documents and reference materials specified in
article 4 of these regulations. An extended term of residence
for the resident representative office can not exceed 3 years.
Article 18. A resident representative office should notify
in writing, 30 days in advance of the date of expiration of
the approved term or the termination of its operation, the
Shanghai Foreign Economic Relations and Trade Commission when
the duration of its operation expires or if it decides to
end its business activities before the due date. They must
clear up their debts, pay their taxes and wind up other related
matters before going through the formalities with the Shanghai
Administration Bureau for Industry and Commerce for cancelling
the registration and turn in the certificate. The foreign
enterprise shall continue to be held responsible for any unsettled
matters of its resident representative office in Shanghai.
Article 19. A resident representative office, when desiring
to change its name, its chief representative or representatives,
its scope of business, its duration and site, should entrust
a Shanghai's enterprise or company that deals with foreign
business to submit an application to the Shanghai Foreign
Economic Relations and Trade Commission and, after securing
approval, go to the Shanghai Administration Bureau for Industry
and Commerce on the strength of the approval document and
go through the procedure for effecting a change in registration.
If a resident representative office moves to a new location
or any changes are made regarding its members and their families,
it should go through the necessary procedure for such changes
with the Shanghai Bureau for Public Security.
Article 20. Enterprises run by overseas Chinese or by compatriots
from Hongkong and Macao, when applying for setting up a resident
representative office, shall go through registration procedures
with reference to the present regulations.
Article 21. The Shanghai Foreign Economic Relations and Trade
Commission is responsible for the interpretation of the present
regulations.
Article 22. The present regulations go into effect on September
1, 1986.
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