Foreign Enterprise's Representative Office Registration Regulations
Issuing Body / 颁布部门: State Council
Issue Date / 颁布时间日期: 19-Nov-2010
Effective Date / 生效日期: 1-Mar-2011
The "Foreign Enterprise's Representative Office Registration Regulations", passed on 10 November 2010 at the 132nd general meeting of the State Council, are hereby promulgated with effect on 1 March 2011.
Wen Jiabao
Premier
19 November 2010
Foreign Enterprise's Representative Office Registration Regulations
Chapter I General Rules
Article 1 The Regulations govern the establishment and operation of representative offices of foreign enterprises.
Article 2 For the purpose of the Regulations, a representative office of a foreign enterprise (hereinafter referred to as representative office or, in the plural, representative offices) means an office established in China by a foreign enterprise in compliance with the Regulations to conduct non-profit making activities which are related to the interested foreign enterprise's business. A representative office does not possess a legal person status.
Article 3 Representative offices shall comply with China's law and shall not harm China's national security or public interests.
Article 4 The creation, alteration and cancellation of the registration for a representative office shall be completed in compliance with the Regulations.
A foreign enterprise which intends to apply for the registration of a representative office shall submit the required application form and materials and shall be liable for the authenticity of such application form and materials.
Article 5 The State Administration for Industry and Commerce and its authorized local administrations of industry and commerce shall be the designated bodies responsible for administering the registration of representative offices (hereinafter referred to as the registries or, in the singular, registry).
The registries shall establish mechanisms to share information with other authorities concerned so as to exchange information on representative offices.
Article 6 Representative offices shall file annual reports with the registries between 1 March and 30 June of each year. The said annual report shall include the details of the lawful existence of the interested foreign enterprise, details of the activities conducted by the representative office, financial balance as audited by the appointed accounting firm as well as other relevant information.
Article 7 A representative office shall lawfully keep its accounting books, which shall accurately record the funds transferred to it from the interested foreign enterprise as well as the details of the representative office's financial balance. The said accounting books shall be secured inside the representative office.
A representative office shall not use any account owned by other enterprise, organization or individual.
Article 8 The chief representative, representative(s) and staff of a representative office appointed by the interested foreign enterprise shall comply with the laws and regulations governing cross-border, residence, employment, taxation and foreign exchange as well as other related provisions. In breach of any of such statutory provisions shall be subject to the related authorities' actions in accordance with the relevant laws and regulations.
Chapter II Entries to be Inserted to the Registration
Article 9 The entries that shall be inserted to registration for a representative office includes: name of the representative office, name of the chief representative, scope of business, business venue and term of residence as well as name of the interested foreign enterprise and its domicile.
Article 10 The name of a representative office shall orderly include the followings: nationality of the interested foreign enterprise, Chinese name of such foreign enterprise, city in which the representative office is located and expression of "representative office", and shall not include the following terms or characters that:
(i) harm China's national security or public interests;
(ii) suggest the name of any international organization; or
(iii) are prohibited by any laws, regulations or other State Council's rules.
A representative office shall operate in the name which has been registered with the registry.
Article 11 An interested foreign enterprise shall send a chief representative, who will act within the scope as specified in the authorization letter issued by the interested foreign enterprise and may sign the application documents for the registration of the proposed representative office on behalf of the foreign enterprise.
An interested foreign enterprise may send 1 to 3 representatives according to its business needs.
Article 12 A person in one of the following events is not allowed to act as a chief representative or representative:
(i) having been imposed criminal liability for harming China's national security or public interests;
(ii) having acted as a chief representative or representative of a representative office which registration was lawfully cancelled or which licence was revoked, or which was lawfully ordered to close down by the authority concerned not more than 5 years ago; or
(iii) any other events as specified by the State Administration for Industry and Commerce.
Article 13 No representative office is allowed to conduct any profit-making activity.
Should there be any relevant provisions under any international treaty or convention to which China is a party, such provisions shall apply unless otherwise as expressly reserved by China.
Article 14 A representative office may conduct the following activities, which shall be related to its foreign enterprise's business:
(i) market research, exhibition and promotion related to its foreign enterprise's products or services; and
(ii) communications for the purposes of selling products, providing services or local purchasing for its foreign enterprise.
Should there be any representative office's activity requiring approval by any laws, regulations or State Council's rules, such laws, regulations or State Council's rules shall apply.
Article 15 The selection of the representative office's business venue is at the interested foreign enterprise's discretion.
Should there be a matter of national security or public interests, the authority's concerned shall have the power to order the representative office in question to change its business venue and immediately inform the registry concerned.
Article 16 The term of residence of a representative office shall not exceed the term of existence of the interested foreign enterprise.
Article 17 The registries shall record the entries in the representative office registration in the representative office registration books, which shall be make available for public inspection and photocopying.
Article 18 A representative office shall place the Certificate of Representative Office of Foreign Enterprise (hereinafter referred to as the Certificate) issued by the registry concerned in the prominent area of the representative office's business venue.
Article 19 No organization or individual is allowed to forge, amend, lend, borrow or transfer the Certificate or the Certificate of Chief Representative or Certificate of Representative (hereinafter referred to as the Representative Certificate).
In the event that the Certificate or Representative Certificate is lost or damaged, the representative office concerned shall publish an announcement via a media for such lost or damage and shall apply for the replacement of such Certificate or Representative Certificate.
Where the registry concerned approves the alteration of the registration or deregistration, cancellation of the alteration of the registration or revocation of the Certificate, the original Certificate as well as Certificate of Chief Representative and Certificate of Representative shall be invalidated automatically.
Article 20 For the establishment or alteration of a representative office, the interested foreign enterprise shall make a public announcement via the media designated by the registry concerned.
The cancellation of the registration or lawfully deregistration of a representative office shall be announced by the registry concerned.
Article 21 The registry concerned which has reason to believe that a representative office is in breach of the Regulation and consequently conduct an investigation may exercise the following power:
(i) to investigate and question the organizations or individuals involved;
(ii) to inspect, copy, freeze or seizure any contracts, receipts, accounting books or other information in connection with the alleged illegal activities;
(iii) to freeze or seizure the tools, equipment, raw materials products (goods) or other property used in the alleged illegal activities; and
(iv) to inquire about the accounts owned by the representative office in breach as well as the accounting records, books and receipts in connection with its savings.
Chapter III Creation of the Registration
Article 22 An application for the creation of the registration with the registry is required for the establishment of a representative office.
Article 23 An interested foreign enterprise which intends to establish a representative office shall file the following application documents and materials with the registry:
(i) application form for the creation of the representative office registration;
(ii) evidence of the interested foreign enterprise's address and valid business certificate evidencing its lawful existence for at least 2 years;
(iii) interested foreign enterprise's articles of association or incorporation agreement;
(iv) appointment letters issued by the interested foreign enterprise to its chief representative and representative(s);
(v) identification documents and resumes of the chief representative and representative(s);
(vi) letters of the financial creditability issued by the financial institutions which have business connections with the interested foreign enterprise; and
(vii) evidence of the lawful use of the representative office's business venue.
In the event that approval is required for the establishment of a representative office by any laws, regulations or State Council's rules, the interested foreign enterprise shall make an application to the registry for the creation of the representative office registration together with the approval documents within 90 days after the required approval is granted.
A representative office allowed to conduct profit making activities under an international treaty or convention to which China is a party shall also submit the documents as required by the relevant laws, regulations or State Council's rules.
Article 24 The registry shall decide whether the proposed registration is approved within 15 days after the corresponding application is accepted. Before marking such decision, the registry may consult the authorities concerned. Where the application is successful, the registry shall issue the Certificate and Representative Certificate(s) to the applicant within 5 days after the decision is made. Where the proposed registration is not approved, the registry shall issue an unsuccessful application notice to the applicant together with the reasons for the disapproval of the registration.
The issue date of the Certificate means the establishment date of the representative office.
Article 25 A representative office, its chief representative and representative(s) shall produce the Certificate and Representative Certificates in making applications for residence, employment, tax registration and foreign exchange registration.
Chapter IV Alteration of the Registration
Article 26 Should there be any changes in connection with the entries in the registration, the interested foreign enterprise shall file an application for the corresponding alteration with the registry.
Article 27 To change an entry in the registration, an application for the alteration shall be filed within 60 days after the change in question occurs.
Where an alteration requires approval by any laws, regulations or State Council's rules, the alteration in question shall be completed within 30 days after the approval is granted.
Article 28 Where a representative office needs to continue its operation after the expiry of its specified term, the interested foreign enterprise shall make an application for alteration to the registry within 60 days before the expiry.
Article 29 To apply for the alteration of the registration for a representative office, the application form for the alteration of the representative office registration together with the documents required by the State Administration for Industry and Commerce shall be submitted.
Where the alteration in question requires approval by any laws, regulations or State Council's rules, the relevant approval documents shall also be presented.
Article 30 The registry shall decide whether the proposed alteration is approved within 10 days after the application in question is accepted. Where the approval is granted, the registry shall issue the new Certificate and Representative Certificate(s) within 5 days after the decision is made. Where the application is unsuccessful, the registry shall issue an unsuccessful application notice to the applicant together with the reasons for the disapproval of the alteration.
Article 31 Where the person authorized by the interested foreign enterprise to sign documents, constitution of the foreign enterprise, the foreign enterprise's capital (assets), its scope of business or representative is altered, the foreign enterprise in question shall file the corresponding alteration with the registry within 60 days after such alteration occurs.
Chapter V Cancellation of the Registration
Article 32 In one of the following events, the interested foreign enterprise shall cancel the registration with the registry within 60 days after the event in question is triggered:
(i) the foreign enterprise closes down its representative office;
(ii) the representative office will cease to operate upon the expiry of its term;
(iii) the foreign enterprise ceases to operate; or
(iv) the representative office is lawfully approved or ordered to close down.
Article 33 The interested foreign enterprise which intends to cancel the registration of its representative office shall file the following documents with the registry:
(i) application form for the cancellation of the representative office registration;
(ii) documents evidencing the cancellation of the tax registration for the representative office;
(iii) documents issued by Customs or the foreign exchange authority evidencing the completion or non-completion of the specific procedures or process; and
(iv) other documents as required by the State Administration for Industry and Commerce.
Where ceasing the operation of the representative office requires approval any by laws, regulations or State Council's rules, the relevant approval documents shall also be submitted.
Article 34 The registry shall decide whether the proposed cancellation of the registration is approved within 10 days after the application is accepted. Where the application is successful, the registry shall issue the successful cancellation notice within 5 days after the decision is made, and shall retrieve the Certificate and Representative Certificate(s). Where the cancellation of the registration is not approved, the registry shall issue the unsuccessful application notice to the applicant within 5 days after the decision is made together with the reasons for the disapproval of the proposed cancellation of the registration.
Chapter VI Legal Liability
Article 35 Without the registration, unauthorized establishment of a representative office or conduction of activities in the capacity as a representative office will be ordered by the registry to cease such action or activities, and will be liable for a fine between RMB50,000 and RMB200,000.
Where a representative office is in breach of the Regulations by conducting profit making activities, the registry concerned shall order the representative office to take remedial actions, confiscate the representative office's illegal gains and seizure the tools, equipment, raw materials, products (goods) as well as other property used solely for such profit making activities, and shall impose a fine between RMB50,000 and RMB5000,000. In serious breach, the Certificate shall be revoked.
Article 36 Completion of the representative office registration or specific filing process by submission of any false document or concealment of any fact in any deceptive manner shall be subject to an order by the registry to take remedial actions and a fine between RMB20,000 and RMB200,000 on the representative office in question and between RMB1,000 and RMB10,000 on the personnel in charge or other staff directly responsible for the breach. In serious breach, the registry concerned shall invalidate the registration or revoke the Certificate as well as the Representative Certificate(s).
A representative office which conceals any fact or provides false information in its annual report shall be ordered by the registry concerned to take remedial actions and subject to a fine between RMB20,000 and RMB200,000. In serious breach, the Certificate shall be revoked.
Forging, amending, lending, borrowing or transferring the Certificate or Representative Certificate shall be subject to a fine between RMB10,000 and RMB100,000 imposed by the registry concerned on the representative office in breach and between RMB1,000 and RMB10,000 on the personnel in charge or other staff directly responsible for the breach. In serious breach, the Certificate and Representative Certificate(s) shall be revoked.
Article 37 A representative office in breach of the Regulations by conducting any activity out of the scope specified under Article 14 shall be ordered by the registry to take remedial actions within the time limit. Failure to take such remedial actions within the time limit shall be subject to a fine between RMB10,000 and RMB100,000. In serious breach, the Certification shall be revoked.
Article 38 In one of the following events, the registry concerned shall issue an order for the specific remedial actions and impose a fine between RMB10,000 and RMB30,000 on the party in breach. The Certificate shall be revoked for failure to comply with such order:
(i) failure of submitting the annual report as required by the Regulations;
(ii) conduction of activities in a name not registered with the registry;
(iii) failure of relocating the business venue of the representative office as required by China's governmental department concerned;
(iv) failure of making an announcement regarding the establishment or alteration of the representative office in compliance with the Regulations; or
(v) failure of altering or cancelling the registration or completing the required filing process in compliance with the Regulations.
Article 39 Where a representative office commits serious illegal activities that harm China's national security or public interests, the registry shall revoke the Certificate possessed by the representative office in breach.
Where a representative office is deregistered or where the Certificate is revoked under the Regulations, or the representative office in question is closed down by an order of the governmental department, the interested foreign enterprise will not be allowed to establish another representative office in China within 5 years after the aforementioned deregistration, revocation of the Certificate or closure by the government's order.
Article 40 Where a representative office or its staff abuses the power, commits professional negligence, acts unfairly and practises deception or fails to complete the registration under the Regulations or fails to take proper steps against any illegal activity, or supports, harbours or connives any illegal activity, penalties shall be imposed under the relevant statutory provisions.