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Rules and regulations on investment administration |
Rules
and regulations on industry and commerce administration
1. Pre-registration of enterprise names:
After approval of the project proposal and before signing
of the contract and articles of association, a foreign-invested
enterprise should apply to the cometent authorities of industry
and commerce administration for pre-registration of its
name. This is meant to ensure protection of its right to
use of the name and that the name does not coimcide with
the name of another enterprise. The followign documents
shall be submitted by the enterprise in undergoing the procesure
forpre- registration of its name?
a .Form of Application for Pre-registration of the Names
of Foreign-invested Enterprises. The form, printed by the
industry and commerce administration authorities, should
be signed by the person responsible for the organization
and establishment of the foreign-invested enterprise;
b .The business license issued go the foreign investor by
the government of the country or the region where the foreign
investor is based;
c .Letter of authority for enterprise registration;
2. Registration for starting the enterprise
The parties to a foreign-invested enterprise shall, within
30 days after receiving the Certificate of Approval, go
through the procedure for registration for registration
for starting the enterprise. The following documents shall
be supplied in going through the procedure;
a .Application for registration to start the enterprise,
which should be signed by the enterprise`s legal representative;
b .The contract and articles of association, the documents
of examination and verification, and the certificate of
approval;
c .Letters certifying the qualifications of the investors
for business operations (the official seal of the organ
of issue should be affixed to the letter of the Chinese
party);
d .Letter of credit standing for each investor;
e .Form of Registration for the Enterprise`s Legal Representative;
f .Personal profiles of the members of the board of directors
and the board of supervision and the board of supervision
and the general manager and the general manager and deputy
manager(s);
g .The legal representative`s personal
h .Letters of approval from the concerned authorities if
the enterprise involves use of urban public utilities(use
of land , supply of water, electric power and gas, and access
to the telecommunications system) and environmental protection;
i .Documents certifying the foreign-invested invested enterprise`s
right to residence, property right certificates and contract
of tenancy(the contract period should be longer than one
year);
j .Documents of approval issued by competent authorities
if the enterprise engages in undertakings subject to stipulations
specially prescribed by the state;
k .Letter of authority for enterprise registration of the
enterprise name (oringal)
3. Alteration of registration
A foreign-invested enterprise in need of changing any item
in registration shall go through the procedure for alteration
of registration in good time. Application for alteration
for alteration of registration s shall be submitted to the
authorities of registration within 30 days after the approval
of the altered item by the original authorities of examination
and approval.
To apply for alteration of registration, the aforesaid enterprise
shall submit the following documents along with an application
signed by the chairperson of the board of directors, the
decision of the board on the alteration and letter of authority
for registration;
a. For alteration of the enterprise name: the enterprise
name registration form and letter of approval for the name;
and documents of approval issued by the original authorities
of examination and approval, as well as the contract of
the aforesaid enterprise and the agreement on revision of
the arciels of association;
b. For alteration of residence: documents certifying the
enterprise`s right to use of the new residence (including
documents certifying the landlord`s property right);
c. For increase in the registered capital: agreement on
revision of the contract and articles of associarion; documents
of approval issued by the original authorities of examination
and approval; and assets auditing report;
d. For alteration of the type of the enterprise: agreement
on revision of the contract and articles of association;
documents of approval issued by the original authorities
of examination and approval, and assets auditing report.
e. For alteration of the board chairperson or vice-chairperson(s):
personal profiles of the new board chairperson or vice-chairperson(s)
or the new general manager or deputy general manager(s);
photo copies of their identity documents; and registration
form for the legal representative;
f. For transfer of stock rights: agreement on transfer of
stock rights; agreement on revision of the contract and
articles of association; business license and bank-issued
letter of credit for the party to receive the transfer;
documents of approval issued by the original authorities
of examination and approval.
g. For alteration of the scope of business: letters of approval
issued by the competent authorities if the new item of business
is subject to stipulations specially prescribed by the state,
agreement on revision of the contract and the articles of
association, documents of approval issued by the original
authorities of examination and approval, and assets auditing
report.
h. For alteration of the operational p9eriod: agreement
on revision of the contract and articles of association;
documents of approval issued by the original authorities
of examination and approval; and assets auditing report;
i. For establishment of new branches or offices in China:
assets auditing report;
j. For establishment of branches of offices outside China:
After obtaining approval from competent authorities of examination
and approval, the enterprise should report this to the original
authorities of examination and approval for the record.
Revisions of, or addition to, the contract without affecting
any registered item shall be reported to the original authorities
of examination and registration for the record.
4 Cancellation of registration
When terminating business operations due to business discontinuance,
expiration of the operational period, declaration of bankruptcy
and any other valid reason, a foreign-invested enterprise
should go through the procedure for cancellation of registration
within three months beginning the day of business discontinuance,
or the expiration of the operational period, or when the
approval certificate becomes invalid, or when the contracts
with approval of the original authorities of examination
and approval.In going through the procedure, the aforesaid
enterprise shall submit the following documents(in duplicate):
a. Application signed by the board chairperson and vice-chairperson(s)
for cancellation of registration;
b. The relevant decision of the board of directors;
c. Report on settlement of the creditor`s rights and debts,
or documents certifying responsibility for settlement of
the creditor`s rights and debts;
d. Documents issued by the taxation authorities authorities
and customs certifying complete payment of taxes and customs
duties;
e. The business license(duplicates included) of the enterprise
and all its seals and stamps shall be handed over to the
proper authorities;
f. Letter of authority for enterprise registration;
g. Page proof for the public notice on the cancellation
of ergistration.
Whereas approval of the original authorities of examination
is a must according to law, documents of approval issued
by such authorities for cancellation of registration should
to the board of directors for decision or should be subject
to rules otherwise prescribed by the state, the matter shall
be handled in accordance with the relevant stipulations
of the state. In case the enterprise fails to go through
the procedure for cancellation of registration, the authorities
of industry and commerce administration shall have the right
to withdraw its business license and issue a public notice
to this effect.
The annual inspection system
The registration authorities shall conduct annual inspection
of foreign-invested enterprises. The inspection shall cover:
Payment by the various parties of their pledged contributions
to the capital investment, whether a given a given enterprise
engages in normal production and business scope and other
registered items verified and approved and approved by the
registration authorities, whether there is any act of spiriting
out the registered capital, transfer of property or evasion
of debt of debt repayment during the operational period,
and whether the enterprise has, in following the relevant
rules and regulations, undergone the procedures of occupational,
alteration and cancellation registration. The enterprise
shall be obliged to hand in the annual inspection report
and the annual balance sheet to proper authorities.
Supervision and administration
The registration authorities shall be obliged to supervise
and check into implementation of the contracts and articles
of association of foreign-invested invested enterprises.
In case of failure on the part of a foreign-invested enterprise
to set up accounting books in China or on the part of the
various parties to pay their pledged capital contributions
within the prescribed time-limit, the registration authorities
shall have the right to order the enterprise to suspend
its business operations or withdraw its business operations
or withdraw its business license. The registration authorities
shall also have the right to see to it that foreign-invested
enterprises follow the relevant rules and regulations for
occupational, conduct the kind of operations specified in
their registration, conduct the kind of operations specified
in their registration and under their contracts and articles
of association, and that their legal representatives observe
the relevant state laws and government decrees and policies.
5 Establishment of foreign company branches
According to the relevant stipulations in the Regulation
Concerning the Zhongguancun Science and Technology Park,
a foreign company shall submit the following documents in
applying for permission to set up a branch in ZSTP and the
five high-tech industrial parks in Beijing;
a Application for the setting up the branch;
b Notification on pre-verification of the name of the branch;
c Documents of approval issued by the competent authorities
of examination and approval;
d Documents certifying that the foreign company engages
in legitimate operations;
e Letter of credit for foreign company;
f The foreign company`s articles of association, and the
articles of association of the ranch to be set up;
g Letter of appointment for the responsible person of the
branch and the person`s personal identification document;
h Certificate for the venue of operations
i Document of authorization issued by the foreign company
for the branch to settle its debts;
j Letter of appointment(authority).
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