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 after the project proposal is approved and 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) 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 investment cost;
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. The certificates include:
In case the foreign investors are enterprise, the investors shall submit the certificate provided by the registration organ in the enterprise located country or region. In case the foreign investors are other economic entities, the investors shall submit the certificate provided by the authorities under the government in the economic entity located countries or regions. In case the foreign investors are the natural persons, the investors shall submit the documents that can certify his/her nationality and identification provided by authorities under the government in the natural person located countries and regions.
In case the provided documents are in foreign languages, the Chinese translation version shall also be provided.
e) Other documents required by Industry, Commerce & Administration Bureau
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 board chairman;
b) The contract and articles of association; Documents and certificates approved by Examining & Approving Organ;
c) Documents approved for project proposal or feasibility study report;
d) Status report of the investors;
e) Certificate for Investor’s lawful operation;
f) Approval provided by authority for business scope controlled in the laws and decrees;
g) List of board of directors, ID card copy, director appointment letter by both parties (including the chairman and vice chairman), resume of directors signed and stamped by original institution;
h) Certificate for legal representative and photos;
I) Certificate for address( house lease contract, housing property right in duplicated copy )
j) The other documents and certificates concerned;
All the documents mentioned above should be presented in one copy and shall be original provided except for the specified.
C. The branch and agency establishment of registered foreign funded enterprise shall submit following documents and certificates:
a). Branch or agency registration application signed by the chairman of the parent enterprise;
b). Notice for the branch and agency establishment approved by the original registration organ.;
c), Resolution of the board of the parent enterprise;
d). Appointment document for the persons in charge of the branch and agency;
e). Business license in duplicate copy of the parent enterprise;
f). Certificate of office address;
g). In case the branch and agency establishment shall be approved according to the laws, decrees and regulations of State Administration Bureau for Industry and Commerce, the approval document shall be submitted.
2.Registration of permanent representative agency of foreign enterprise
After the application of foreign enterprise and other economic entity for setting up permanent representative agency approved by authorities, the foreign enterprise may register in municipal administration bureau for industry and commerce for the agency establishment within 30 days after the approval 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). Approval and certificate for the agency establishment provided by the Examination and Approval Authority;
g). Certificate of office address.
3.Production and operation registration of foreign enterprise in Shaoyang territory
After the production and operation project of foreign enterprise in Shaoyang 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 certificated 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 funded enterprise shall handle annual check and examination procedures before the end of May every year on the original registration authority by presenting business license original and duplicate that shall be returned after the check and examination.
II) Tax Registration
I. A foreign-funded enterprise, its branches and permanent representative office should register in the local tax authorities within 30 days after it obtains the business license. For tax registration, a foreign-funded enterprise shall submit duplicated copies of the certificate of approval, the document of approval, the business license, the contract and articles of association, bank account card, legal person ID card or passport, and fill in duplicate copies of the tax registration form. The tax authorities will issue to the enterprise the certificate of tax registration after they have verified these documents.
II. In case a foreign-funded enterprise and its branches, a foreign enterprise and its permanent organ change its tax registration during the production and operation, it should within 30 days after business registration or before the operation period expires should cancel its registration with the tax authorities go to the tax authorities for making changes or cancellation in the tax registration by presenting the necessary documents.
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) Certificate of approval by the examination and approval department;
b) Business license;
c) Contract for and articles of association of the enterprise (duplicates);
d) Financial and accounting system of the enterprise adopted by the board of directors;
e) 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. Foreign-funded enterprises should submit their accounting statements on scheduled time to the financial department, and subject themselves to the supervision and management of the financial department.
In case a foreign-funded enterprise changes its legal address, increases or decreases or transfers its registered capital, extends its term of operation, or replaces its accounting personnel, it shall make changes or additional entries in the fiscal registration. Upon expiration or termination, the enterprise shall cancel its registration.
IV) Handling “Customs Declaration Registration”
A. A self-run import & export enterprise shall present the following documents:
a) Original and photocopy of the written reply to its import & export management right approved by Ministry of Foreign Trade and Economic Cooperation or Self-run import and export right registration certificate;
b) Original and photocopy of its business license;
c) Articles of association;
Equity joint venture, contractual joint venture, wholly-owned enterprise should present the following documents:
a) Original and photocopy of the written reply to contract and articles of association approved by Ministry of Foreign Trade & Economic Co-operation, Provincial (Municipal) Department of Foreign Trade & Economic Cooperation;
b) Original and photocopy of its business license;
c) Original of duplicate (2) or photocopy of approval;
d) Contract and articles of association (wholly foreign-funded enterprise need not present the contract).
B. Originals and photocopies of "Code Certificate of Institutional Framework" (as "Code Certificate of Business Legal Person" before the year of 1998) issued by State Institutional Framework Code Center of State Technical Supervision Bureau; "Registration Certificate of Enterprise Tax" issued by State Tax Bureau and "Credentials of Import & Export Enterprise" issued by State Ministry of Foreign Trade & Economic Co-operation;
C. Financial system of enterprise;
D. Account books relating to import & export business (including general ledger and detail account of fixed assets, inventory, sales, and etc.)
E. Resumes of person in charge of financial organization (or executive) and person handling finance;
F. Original and photocopy of the identity card of representative of legal person, one 2-inch bareheaded photo and telephone number;
G. Representative of legal person's printer of handwriting signature seal, with specification of 5×2cm;
(2) Following forms should be filled:
A. "Application Form of Customs Declaration Registration"
B. "Registration Form of Enterprise Information";
C. "Registration Form of Enterprise Administrative personnel";
(3) The special-purpose stamp for customs declaration shall be engraved according to the unified arrangement;
(4) Registration service charge of RMB 15 yuan shall be paid;
(5) After above-mentioned formalities have been gone though, the "Certificate of Customs Declaration Registration" shall be issued within 2 working days by Customs after check and examination.
V) Handing “Processing Trade Enterprise” Registration, Following documents shall be submitted:
1. Photocopy and original of business license;
2. Photocopy and original of “ Processing Trade Certificate” approved by department in charge of foreign trade and economic cooperation;
3. Photocopy and original of “ Processing Capacity Certificate” issued by department in charge of foreign trade and economic cooperation;
4. Photocopy and original of tax registration certificate of the processing enterprise;
5. Photocopy and original of Code Certificate of Institutional Framework (as “ Code Certificate of Enterprise Legal Person” before the year 1998) issued by State Institutional Framework Code Center of State Technical Supervision Bureau);
6.Photocopy and original of the identity card of representative of legal person, one 2-inch bare headed photo and telephone number:
Following forms shall be filled:
A. Registration Form of Enterprise Information;
B. Registration Form of Enterprise Administrative Personnel.
After above-mentioned formalities have been gone though, the "certificate of the processing enterprise registration" shall be issued within 2 working days by Customs after check and examination.
In case an enterprise changes its name, representative of legal person and other registered contents and the registration cancellation, it shall make changes and cancellation in time.
VI). Handling of self-service customs declaration registration and annual inspection
1. Self-service customs clearing unit shall raise its application by submitting the following documents:
1) Contract for purchase and marketing of goods at home and contract for export goods sales;
2) Other documents demanded by the customs, such as letter of credit, processing manual and certification of tax reduction & exemption.
2.Complete the self-service customs clearance registration after the application is approved.
3.Handle self-service customs clearance long-distance registration by submitting the approved self-service customs clearance application and the following documents:
1) Completed self-service customs clearance registration application (in 2 copies);
2) Original of registration certification of self-service customs clearing enterprise, copies of the front page and back page of the original;
3) Special stamp for customs clearance.
4) Copy of the registration form of enterprise description.
4. After going through the above formalities, the customs shall complete making the sealed customs correspondence within half a working day, which shall be de handed over to the handler for his going through self-service customs clearance registration at the long-distance customs.
5. The application enterprise shall submit the Enterprise Management Division the long-distance customs’ receipt to Changsha Customs within one month (since the day when Changsha Customs accepts the sealed customs correspondence), otherwise, the self-service customs clearance registration application shall not be accepted again.
6. The enterprise can hold its customs clearance registration certificate issued by the local customs to go through formalities of annual inspection at the long-distance customs.
7. In the event that its registered content changes, the enterprise shall go through formalities of annual inspection at the long-distance customs after submitting the sealed customs correspondence issued by the local customs.
VII). Change of registration certificate of self-service customs clearing enterprise
1. The application enterprise shall raise its application for registration change by submitting the following documents:
1) Application report submitted to Changsha Customs;
2) Hand back the original of registration certificate of self-service customs clearing enterprise
3) Relevant documents demanded according to the content changed (one or several documents of the following):
a. Original and copy of the reply document of registration change issued by the department in charge;
b. Original and copy of the changed enterprise business license;
c. Original and copy of the changed approval certificate or import & export enterprise credentials;
d. Original and copy of the changed tax registration certificate;
e.Original and copy of the changed organization code certificate;
f. Changed contracts and articles of associations;
g. Enterprise legal representative appointment document issued by the department in charge, if it is a state-owned enterprise or a collective enterprise;
h. Other relevant documents.
4) Any enterprise that changes its legal representative shall submit the original and copy of the newly-appointed legal representative’s ID card, registration of his/her signature and seal, a 2-inch bareheaded photo and a list of enterprise managerial personnel.
2. After going through the above formalities, the customs shall complete handling the registration change and issuing the certificate within a working day. RMB 15 for registration fee shall be collected.
VIII). Cancel of registration certificate of self-service customs clearing enterprise
1. The enterprises who accord with the following conditions can apply for cancel of registration certificate of self-service customs clearing enterprise:
1) Its operation period expires;
2) The industry and commerce administration approves the enterprise to be canceled;
3) The foreign trade and economic cooperation department approves to cancel the enterprise’s import & export management right;
4) Other relevant enterprises.
2. Documents to be submitted:
1)Enterprise’s writing application;
2)Approval document issued by the industry and commerce administration or the foreign trade and economic cooperation department;
3)The application form for cancel of registration certificate of self-service customs clearing enterprise shall be submitted after the comments writing and stamping of the tax reduction & exemption department, the department responsible for foreign investors’ self-used articles and the department responsible for bonded goods;
(4). Original of Registration Certificate of Self-service Customs Clearance Institution
(5). Customs clearance stamp;
(6). Certificate of the declarant who is attached to the enterprise (Exemption is allowed if there no declaratnt.);
(7). Other documents demanded by the customs.
4. After all the above-mentioned procedures are executed and the submitted bills and documents are proved correct and complete, the customs will handle the cancellation procedure in 1 workday and the record of the enterprise is deleted in the database.
(IX). Handling of tax-exemption procedures for foreign-invested projects:
a). Basis: Shujianyi Document No. (1992) 1099 and Shushui Document No. (1997) 1062
b).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:
Business license (duplicate)
Permit (duplicate)
Enterprise contract (Exemption is allowed for wholly foreign-funded enterprises.)
Articles of enterprise and its official approval (duplicate)
The Approval Letter (original) should be submitted if the enterprise was set up after January 1st 1998.
The filled-in Application for Registration of Tax-Collection and Tax-Exemption Project that is standard and effective. (Stamped by the enterprise)
Financial status report (The customs checks the original and reserves the duplicate.)
Other documents demanded by the customs
c). 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:
Examination and approval form for imported materials;
The filled-in Application for Tax-Collection and Tax-Exemption for Imported Goods that is standard and effective. (Stamped by the enterprise)
Three goods-ordering contracts or invoices (duplicate)
Other documents demanded by the customs
X). Foreign Exchange Registration
A. Application of Registration
I. Abstract
The foreign funded enterprise shall handle foreign exchange registration. Before registered in the Administration Bureau of Foreign Exchange Control, the foreign funded enterprise shall obtain approval document and certificate of approval from the department of foreign trade & economic cooperation, and obtain the Business License issued by Administration Department for Industry and Commerce.
After registered in the Administration Bureau of Foreign Exchange Control, it may obtain Foreign Exchange Registration Certificate for Foreign Funded Enterprise, and such certificate shall be presented during handling foreign exchange business in the Administration Bureau of Foreign Exchange Control or in the banks.
Application Documents
1. Registration Form Providing General Information about the Foreign Funded Enterprise and Registration Certificate of Foreign Funded Enterprise with the stamp of the applicant.
2. Photocopy of Business License; Non-legal person sino-foreign joint venture shall submit original of business license (examining the original or stamped photocopy with the copy field);
3. Approval document and original approval certificate for the establishment by departments of foreign trade & economic cooperation;
4. Joint Venture Contract and Articles of Association (examining the original or stamped photocopy with the copy filed);
5.Code Certificate of Institutional Framework issued by State Technical Supervision Bureau;
6. The lost Registration Certificate of Foreign Exchange of the Foreign Funded Enterprise shall be stated in nationwide newspapers then can be issued again.
B. Application for Capital Account Opening, change and cancel
I. Abstract
The capital account is one of foreign exchange accounts for the foreign funded enterprise that has obtained Certificate for Foreign Exchange Registration. Its income includes the foreign exchange capital invested except for the contribution by both parties in the joint venture, and its expenditure includes foreign exchange payment under current account of the foreign funded enterprise and payment under capital account approved by Administration Bureau of Foreign Exchange Control.
Before the application, the foreign funded enterprise shall be approved by departments in charge of foreign trade and economic cooperation, and has obtained or is applying for the business license.
After handling the formalities in the administration bureau of foreign exchange control, the enterprise may open foreign exchange accounts by holding the Approval & Examination Document of Administration Bureau of Foreign Exchange Control.
II. Application Documents
a. Opening account
1. Application form with applicant stamp (general information about the enterprise, reasons for open account in bank);
2.Original Certificate of Foreign Exchange Registration (returned after examination).
b. Account changes and cancellation
1.Application Form stamped by the applicant (explain the issues changed and reasons);
2.Original Certificate of Foreign Exchange Registration;
3.Returning the enterprise owned and bank owned copy for account open approval & examination document (in case the doc. is filed by the bank and can’t be returned, an account cancellation certificate shall be supplemented after the account change);
4.In case the enterprise increases or decreases its capital, it shall submit recent bank statement, the latest capital examination report, business license changed, approval certificate and approval document by departments in charge of foreign trade and economic cooperation;
5.In case the enterprise increases its capital by external debt, it shall provide the foreign debt cancellation certificate issued by Administration Bureau of Foreign Exchange Control and balance sheet in the latest 5 working days stamped by the bank with special external debt account.
c. Application for Reinvestment in China by Foreign Partner with Distributed Profit
I. Abstract
Before handling the formalities in the bureau of foreign exchange control, the enterprise shall obtain prior consent and approval certificate from departments in charge of foreign trade and economic cooperation.
After going through the formalities, the enterprise shall register in the administration bureau of industry and commerce and in an accountant firm for capital examination by holding the profit reinvestment certificate issued by administration bureau of foreign exchange control.
II. Application Documents
a. Profit reinvestment
1.Application Form stamped by the applicant (indicating the partners general information, profit information, distribution plan and disposal plan and the share holding structure to the invested enterprise);
2.Original decision of the board of directors for profit distribution (with copy filed) and the original profit disposal plan of board of directors (with copy filed);
3.Financial Auditing Report of the enterprise in the fiscal profit year relating the profit volume for the reinvestment (original and stamped copy examined and the photocopy filed);
4.Income tax payment certificate concerning the enterprise’s reinvestment profit (original or stamp copy examined and the photocopy filed);
5.Business License and approval document of the enterprise in profit (original or stamped photocopy examined and the copy filed)
6.Written reply of department in charge of foreign trade and economic cooperation, approval certificate, business license, joint venture contract and articles of association (original or stamped photocopy examined and copy filed);
7.Capital Examination Report of the enterprise in profit-making (original or stamped photocopy examined, returned after examination);
8.Certificate of Foreign Exchange Registration of the enterprise in profit-making and Certificate of Foreign Exchange Registration of the reinvested enterprise.
b. Reinvestment from the income of liquidation, share transfer and investment recovery
1.Application Form stamped by the applicant;
2.Documents that can certify the foreign partner has lawfully contribute the joint venture (written reply of department in charge of foreign trade and economic cooperation, approval certificate, business license, contract, articles of association, capital examination report);
3.Written reply of authorities, approval certificate, business license, contract and articles of association of the reinvested enterprise;
4.In case the income from liquidation, share transfer and investment recovery is in foreign currency, the enterprise shall submit approval document for the foreign exchange account transfer issued by local administration bureau of foreign exchange control.
c. The capital increase transferred from the development fund and reserved fund
1.Application Form stamped by applicant;
2.Decision of board of directors concerning the capital increase, amended contract and articles of association (original or stamped photocopy examined and the copies filed);
3.Approval of departments in charge of foreign trade and economic cooperation concerning the capital increase from above mentioned two funds;
4.Capital examination report before capital increase, approval certificate, business license (submit the changed in case of the change in advance), original certificate of foreign exchange registration;
5.Financial audit report and income tax payment certificate in recent years.
XI) 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 management department of foreign-funded enterprises of Hunan Imp. & Exp. Commodity Inspection and Quarantine Bureau for handling registration of import & export equipment and receiving "Foreign-funded Enterprise Registration Form made by Hunan Imp. & Exp. Commodity Inspection and Quarantine Bureau", which is authorized to exercise administration of all import and export products and other related affairs.
XII) 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 Foreign Trade & Economic Cooperation 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.
XIII) Registration of Environment Protection (Any enterprise involved in the pollution discharge shall go through the following formalities.)
1. Before the project approval, the enterprise concerned shall apply to the environment protection administration, which is at the same level as the authority in charge of the project approval, for approval of the environmental aspect of the project. The approval documents issued by the environment protection authority together with the project proposal shall be regarded as the basis for project approval.
2. After the project approval, the enterprise shall report to the environment protection administration that is at the same level as the authority in charge of the project approval, which shall be regarded as the basis for project construction.
3. After the project is completed, the enterprise shall apply to the environment protection administration for acceptance of protection facilities after filling in and submitting the form of "Applying List of Checking and Accepting Environment Protection Project of Construction Facilities", and obtain the "Acceptance Certificate of Environment Protection Facilities". The enterprise may start regular operation.
4. After the project is put into operation, the enterprise shall register the pollution discharge the local Environment Protection Authority and obtain the License of Pollution Discharge.