Ⅰ) Industrial and Commercial Registration
1. Registration of foreign funded enterprise
Business registration of a foreign-funded enterprise involves two steps: one is the business name registration, before the contract and the association articles are approved, the other is the business operation registration, after the contract and the association articles are approved.
1) For business name registration, an enterprise shall submit the following documents:
① Pre-examination and approval application of the enterprise name with the signature of all the investors, 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 investors, and investment cost;
② Certificates of the representative/ deputy appointed by the investors;
③ Certificates for qualifications of the representative/deputy;
④ Certificates for qualifications of all investors.
⑤ The certificates include other documents required by Administration Bureau for Industry and Commerce
2) For business operation registration, an enterprise shall submit the following documents within 30 days after receiving the approval;
① Application for foreign investment business licenses, with the signature(s) of all legal representatives;
② Approval documents of the examination and approval organs;
③ The contract and articles of association;
④ Notice on pre-examination and approval of the name of the enterprise;
⑤ Investors' qualification certificates, or natural person ID certificate. The documents refer to:
Chinese investors shall provide the business license/legal representative registration certificates of the social undertaking institution/ legal representative registration certificates of the social organization/certificate of private-owned non-enterprise institution, copied and stamped as the qualification certificate; foreign investors' qualification certificates shall be notarized by a Public Notary of the investor-resided country (region), and confirmed by Chinese Embassy in the investor-resided country (region). In case the investor-resided country has no diplomatic relations with China, the certificates shall be notarized by a Public Notary of a third country that does have diplomatic relations with China, then verified by Chinese embassy in that third country. Investors from Hong Kong, Macao, and Taiwan shall provide qualification and ID certificates, notarized in these regions.
⑥ Copies of position and ID certificates of the directors, supervisors and managers;
⑦ Copies of appointment and ID certificates of the legal representatives;
⑧ Residence location certificate;
⑨ For projects with business scope governed in state laws and administration decrees, as well as decisions of the State Council, which shall be approved before the registration, the investors shall submit related approval documents, license copies, or permission certificates;
⑩ Legal documents shall be enclosed with Power of Attorney;
11. Other related documents and certificatesAbove mentioned documents shall be provided with one original copy, except when otherwise stated.In case the above mentioned documents are in a foreign language, they shall be translated into Chinese, and stamped by a Translation Company.
3) Branch and agency establishment registration for foreign funded enterprise
To establish branches and agencies, the registered foreign funded enterprise shall submit the following documents and certificates:
① Application for branch and agency establishment registration, signed by the legal representative of the parent enterprise;
② Articles of Association of the Company, signed by a legal representative of the parent enterprise;
③ The Appointment and ID Certificate of the person in charge of the branch, provided by the parent enterprise;
④ Business license and duplicate of the parent enterprise (stamped by the parent enterprise)
⑤ Certificate of housing and site use for business operation;
⑥ For projects with business scope governed under state laws, administration decrees, as well as by the decisions of the State Council, which shall be approved before registration, investors shall submit related approval documents, license copies, or permission certificates;
⑦ Other related documents and certificates.
2. Registration for the establishment of foreign-funded partnership enterprises
To form a foreign-funded partnership enterprise, the representative designated or the agent entrusted by all partners shall apply to the registration organ for registration of formation.
To apply for the formation of a foreign-funded partnership enterprise, an applicant shall submit the following documents to the registration organ:
1) An application form for registration of formation signed by all partners;
2) A partnership agreement signed by all partners;
3) Certificates on the legal status of all partners or their identity certificates if they are natural persons;
4) A certificate on the principal business premise of the enterprise;
5) A power of attorney issued to the representative designated or agent entrusted by all partners;
6) A letter of confirmation issued by all partners on the subscription or actual payment made by each partner;
7) An explanation signed by all partners on conformity with the foreign investment industrial policies;
8) A credit certification issued by a financial institution which has business relations with the foreign partner;
9) A Power of Attorney for the Service of Legal Documents signed by the foreign partner and the domestic addressee of legal documents; and
10) Other documents as specified by these Provisions.
3. Registration for the establishment of a permanent representative agency for enterprises from foreign countries, and from the Taiwan, Hong Kong, and Macao Regions
Enterprises from foreign countries, and from the Taiwan, Hong Kong, and Macao regions, and other economic entities applying for setting up a permanent representative agency in Hunan, may register at the Hunan Provincial Administration Bureau for Industry and Commerce, with the following documents and certificates submitted:
1) Application signed by the legal representative to be appointed.
2) Legal Business Opening Certificate (copy) and Credit Certificate of foreign company;
3) Articles of association of foreign company;
4) Original Letter of Appointment of Legal Representative, as well as the copies of their ID Cards;
5) Original Letter of Appointment of Chief Representative, as well as the copies of their ID Cards;
6) Credit Certificate of foreign company;
7) CV of Chief Representative and representatives;
8) Domicile Using Certificate of Office;
9) The approval Documents of examination & approval authority; and
10) Other related document and certificates.
4. Production and operation registration of a foreign enterprise in Chinese territory
After the production and operation project of foreign enterprise in Chinese territory is approved by the examination and approval authority, the foreign enterprise shall register with the administration bureau for industry and commerce, within 30 days after the approval, with the following documents and certificates submitted;
1) Application, signed by the chairman of the board or managing director;
2) Approval document or certificate, provided by the examination and approval authority;
3) Contract for engaging in the production activity;
4) Certificate for lawful business operation, provided by an authority of the country or region in which the enterprise is located;
5) Certificate of foreign enterprise financial status;
6) Power of attorney, resume, and ID certificate for the person in charge of the project in China, as designated by the chairman or managing director of the foreign enterprise;
7) Other related documents.
5. Registration modification, cancellation, and annual examination of foreign funded enterprise
The main registration issues modification for a foreign funded enterprise, and its branches and agencies, shall have modification applications submitted to the original registration authority, for approval.
The termination and expiration of foreign funded enterprise, approval certificate invalidity, contract termination approved by examination, and approval authority shall have applications submitted to the original registration authority, for cancellation.
Foreign-invested enterprise and its branches should receive their annual exam between March 1st and June 30th of every year, according to the requirements of the company's registration organ.
6. Preferential Policies of the Administration for Industry and Commerce on Foreign-invested Enterprises
1) Qualification examination of investment entity. Investor who has submitted notarized and authorized entity certificates when establishing a foreign-invested enterprise in China do not have to present the originals again when establishing another in Hunan province within a year. Certificates issued by registration authority on the first approval and duplicates with special seal for archive inquiry are enough for related procedures.
2) On the approval of the name of a foreign-invested enterprise. For the name of a foreign-invested enterprise with the word “(China)” or without administrative division shall be declared to the Hunan Province Administration for Industry and Commerce when name approval or alteration. Foreign-invested enterprises approved by relevant departments of the State Council shall register at Hunan Province Administration for Industry and Commerce, as authorized cases of the State Administration for Industry and Commerce.
3) Name registration of a foreign-invested enterprise. The name of a foreign-invested enterprise may be entitled with “Hunan Province” or “Hunan” where its registered capital reaches the minimum amount prescribed by the Company Law of the People’s Republic of China. The name of a foreign-invested enterprise may not use terms of classification of national economy industry where its registered capital amount to 500 million yuan or its nature of economic activities belongs to more than three big classifications of the national economy sector.
4) Establishment of enterprise group by a foreign-invested enterprise. The foreign-invested enterprise is encouraged to establish enterprise group. An enterprise group may be established where the parent company holds a registered capital of over 30 million yuan with more than three subsidiaries, and the total registered capital of both parent and subsidiaries amount to over 50 million yuan.
5) and registration of a foreign-invested enterprise. Enterprises in the Changsha-Zhuzhou-Xiangtan City cluster may handle the registration or change of registration at the local administration for industry and commerce at city or county level (or branches of the administration at the high-tech industrial development zone and economic and technological development zone).
Ⅱ) Tax Registration
1. A foreign-funded enterprise, its branches, and permanent representative office shall register with the local tax authorities, within 30 days after it obtains a business license. For tax registration, a foreign-funded enterprise shall submit duplicate copies of the certificate of approval, document of approval, business license, national unified code certificate, contract and articles of association, bank account card, and legal person ID card or passport. Fill in two duplicate copies of the tax registration form type one (obtained from the taxation department) to apply for taxation registration in that department. The tax authorities will issue to the enterprise a certificate of tax registration, after they have verified the documents.
2. In case a foreign-funded enterprise and its branches, or a foreign enterprise and its permanent organ, change tax registration during production and operation, within 30 days of the industrial and commercial administration organ going through change formalities, or before applying for tax cancellation of the industrial and commercial administration organ, they shall go to the tax authorities for making such changes or cancellation in tax registration, and present the necessary documents.
Ⅲ) Fiscal Registration
A foreign-funded enterprise shall register in the local department of finance, within 30 days of obtaining a business license, by presenting the following documents:
1) Certificate of approval by the examination and approval department;
2) Business license;
3) an investment-amount certificate;
4) Contract and articles of association of the enterprise (duplicates);
5) Financial and accounting system adopted by the board of directors of the enterprise;
6) Effective qualification certificates for 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.
The foreign-funded enterprise shall submit their accounting statements, at the scheduled time, to the financial department, and subject themselves to the supervision and management of the financial department.
If it divides, unites or sets up a branch, an enterprise is required to register at the local administration of industry and commerce; and within 30 days, it shall still submit it's registration documents, as well as duplicates and copies to go through corresponding financial procedures, to the local financial authority.
Ⅳ) Registration System for Delivery and Receipt of Imp.& Exp. Cargoes
Approving Object: The enterprise shall apply for registration of delivery and receipt of Imp.& Exp. cargoes
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel: (86)731-84781354)
Procedures for Examination and Approval:
1. Submit the following materials:
(1) Photocopy of the duplicate of the business license (For Solely-owned Enterprise, Partnership Enterprise or individually-owned business, please provide photocopy of the duplicate of the business license)
(2) Photocopy of the Foreign Trade Operator Filing and Registration Form (excluding circumstances that filing and registration is not required as prescribed in laws and administrative regulations);
(3) Photocopy of Articles of Association (Non-corporate legal entity is not required);
(4) Photocopy of the duplicates of the Tax Registration Certificates (including the national one and the local one);
(5) Photocopy of the Bank Account Opening Permit of Renminbi Basic Account;
(6) Photocopy of the duplicate of the Organization Code Certificate;
(7) Photocopy of the Certificate of Approval for Establishment with Foreign Investment in the People’s Republic of China or the Certificate of Approval for Establishment with Taiwan, Hong Kong or Macao Investment (Enterprise without foreign investment is not required);
(8) Other documents and materials related to the registration of Customs declaration;
(9) Photocopy of the duplicates of the identity card of the legal representative, with the original ready to check; (copy of the new ID card should include the front and back sides)
(10) Photocopy of the duplicates of the identity card of the trustee, with the original ready to check (copy of the new ID card should include the front and back sides);
(11) In case the trustee is not the legal representative, the Letter of Authority to authorize the trustee to handle registration at the customs should be appointed by the enterprise and then submitted, including the words “We authorize XX trustee to handle registration alteration at the customs”;
Photocopy of the duplicates of the "Guideline for Registration of the Deliver and Receiver of Imp. & Exp. Cargoes", with the original ready to check.No need to submit the originals.
If the above materials are required to submit copies, please submit both the originals and copies for customs inspection.
2. The enterprise shall self-engrave a customs clearance, special-purpose stamp
Content and requirement of customs clearance special-purpose stamp: the stamp should be in the form of oval, with a length of 50MM, and a width of 36MM. The stamp shall be printed with the full name of the enterprise, on the up side, and the customs clearance, special-purpose stamp on the down side, from left to right.
3. Complete the following forms
(1) The Registration Form of the Conditions about the Enterprise;
(2) The Registration Form of the Conditions about the Enterprise Management Members;
(3) The Inspection Form of the Customs-registrated Enterprises
Time Limit for Examination and Approval: If customs considers the enterprise applying for registration has met the conditions, after all the above-mentioned procedures have been handled, and customs has made a preliminarily examination of the information, customs will finish the registration procedures within two (2) working days, and will issue a Certificate of Customs Registration of delivery and receipt of Imp.& Exp. cargoes.
Ⅴ) "Foreign Processing and Production Enterprise" Registration Examination and Approval System
Approving Object: Application for dealing with foreign processing and production enterprise registration
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel: (86)731-84781354)
Basis for Examination and Approval: The Customs Law of the People's Republic of China, and related laws and regulations
Procedures for Examination and Approval:
1. Submit the following information:
(1) The original and reprinted copies of the processing and production enterprise's industrial and commercial business license;
(2) The original and reprinted copies of the Processing Trade Business Ratification Certificate, issued by the directing Department of Foreign Trade and Economy, to approve an enterprise doing processing business;
(3) The original and reprinted copies of the Productive Capacity Certificate of the Processing Trade Enterprise, issued by the directing Department of Foreign Trade and Economy;
(4) The original and reprinted copies of the Tax Registration Certificate (National Tax) for the processing and production enterprise;
(5) The original and reprinted copies of the Organizational Code Certificate of the People's Republic of China, for the processing and production enterprise;
(6) The original and reprinted copies of the legal representative's ID card; a two-inch, bareheaded photo; and his/her contact telephone number.
Originals and copies of all documents and certificates shall be provided for the Customs check.
2. Fill the following forms:
(1) Registration Form of the Conditions about the Enterprise;
(2) Registration Form of the Conditions about the Enterprise Management Members.
(3) The Inspection Form of the Customs-registrated Enterprises
Supervision and Management Measures: If an enterprise wants to change its original name, legal representative, or other contents which have been registered with customs, or wants to cancel some of the registered contents, the enterprise shall deal with the related change or cancellation procedures in a timely manner.
Time Limit for Examination and Approval: If all the above-mentioned procedures have been handled, and the submitted certificates and information have no errors or omissions, customs will inspect and handle the foreign processing and production enterprise's registration procedure, within two (2) working days.
Ⅵ) "Alteration of the Registration Certificate for the delivery and receipt of Imp.& Exp. cargoes
Approving Object: The enterprise which applies for handling the alternation to the Registration Certificate for the delivery and receipt of Imp.& Exp. cargoes
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel.: (86)731-84781354)
Basis for Examination and Approval: The Customs Law of the People's Republic of China, and related laws and regulations
Procedures for Examination and Approval:
The application unit puts forward the application for alternation, by holding the following documents:
(1) Go to Changsha Customs to obtain and fill in the Alternation Registration Application Form for Customs delivery and receipt of Imp.& Exp. cargoes, the Registration Form of the Conditions about the Enterprise, and the Registration Form of the Conditions about the Enterprise Management Members;
(2) Return the original Registration Certificate of the Customs Clearance Self-handling Unit;
(3) Submit the corresponding documents, according to the alternations in contents (one or several kinds of the following documents):
① The original, and a reprinted copy, of the enterprise legal representative's business license, after alternation;
② Original document (duplicate 2) of the Foreign-invested Enterprise Ratification Certificate of the P.R. China, or the original, and a reprinted copy, of the Foreign Trade Operator Record Registration Form, after alternation;
③ The original and reprinted copies of the original Tax Registration Certificate (National Tax), after alternation;
④ The original and reprinted copies of the Organizational Code Certificate of the People's Republic of China, after alternation;
⑤ The contract and articles of association, after alternation;
⑥ Bank account certificate
⑦ The original and reprinted copies of the official, written reply concerning the altered contents, given by the competent governmental authority (submitted by the foreign-invested enterprise);
⑧ Other related information;
If the above materials are required to submit copies, please submit both the originals and copies for customs inspection.
(4) Alteration of the legal representative of the enterprise
1) Photocopy of the duplicates of the identity card of the legal representative, with the original ready to check; (copy of the new ID card should include the front and back sides)
2) Photocopy of the duplicates of the identity card of the trustee, with the original ready to check (copy of the new ID card should include the front and back sides);
3) In case the trustee is not the legal representative, the Letter of Authority to authorize the trustee to handle registration at the customs should be appointed by the enterprise and then submitted, including the words “We authorize XX trustee to handle registration alteration at the customs”;
4) In case the trustee is not the legal representative, the Letter of Authority to authorize the trustee to handle registration at the customs should be appointed by the enterprise and then submitted, including the words “We authorize XX trustee to handle registration alteration at the customs”;
Photocopy of the duplicates of the "Guideline for Registration of the Deliver and Receiver of Imp. & Exp. Cargoes", with the original ready to check.No need to submit the originals.
If the above materials are required to submit copies, please submit both the originals and copies for customs inspection.
(5) Alteration of other items besides the legal representative of the enterprise
1) Photocopy of the duplicates of the identity card of the trustee, with the original ready to check (copy of the new ID card should include the front and back sides);
2) In case the trustee is not the legal representative, the Letter of Authority to authorize the trustee to handle registration at the customs should be appointed by the enterprise and then submitted, including the words “We authorize XX trustee to handle registration alteration at the customs”;
3) In case the trustee is not the legal representative, the Letter of Authority to authorize the trustee to handle registration at the customs should be appointed by the enterprise and then submitted, including the words “We authorize XX trustee to handle registration alteration at the customs”;
Photocopy of the duplicates of the "Guideline for Registration of the Deliver and Receiver of Imp. & Exp. Cargoes", with the original ready to check. No need to submit the originals.
(6) In case of alternations in the enterprise's name, the enterprise needs to submit the name alternation confirmation certificate issued by the Industrial and Commercial Administration;
(7) In case the alternation is in the enterprise's name or nature, the enterprise shall give back the original customs clearance special-purpose stamp, and self-engraves a new, round customs clearance special-purpose stamp. After customs inspects the stamp, the stamp die shall be left with customs for further reference.
(8) In case the alternation is in a bank account number, the enterprise needs to submit an account opening certificate, with the current account number issued by the bank;
Time Limit for Examination and Approval: If all the above-mentioned procedures have been handled, and the submitted certificates and information have no errors or omissions, customs will handle the alternation procedure, and issue the certificate, within two (2) working day.
Ⅶ) "Registration Certificate for the deliver and receiver of Imp.& Exp. cargoes" Cancellation Examination and Approval System
Approving Object: The enterprise application for handling the Registration Certificate for the deliver and receiver of Imp.& Exp. cargoes
Approving Authority: Enterprise Administration Section of Changsha Customs Investigation Division (Add.: 678 Dongerhuan Rd., Yuhua District, Changsha City, Tel.: (86)731-84781354)
Basis for Examination and Approval: The Customs Law of the People's Republic of China, and related laws and regulations
Procedures for Examination and Approval:
1. An enterprise which meets the following terms and conditions may apply for handling the cancellation procedure:
(1) A Sino-foreign joint venture, the cooperative business, or the exclusively foreign-owned enterprise in China, has reached the time limit of operation;
(2) An enterprise for which the Industrial and Commercial Administration has ratified the cancellation;
(3) An enterprise for which the Foreign Trade and Economic Administration Department has ratified canceling or withdrawing the managerial authority of import and export;
(4) Any other enterprises which need to deal with the cancellation of the Registration Certificate for the Customs Clearance Self-handling Unit.
2. Submit the following information:
(1) A written application for the enterprise;
(2) A written, officially approval, document issued by the Industrial and Commercial Administration Department or the Foreign Trade and Economic Administration Department;
(3) "Examination and Approval Form for the Registration Certificate for the Customs Clearance Self-handling Unit Cancellation Application" (The applicant first receives the form at the Customs Clearance Registry window, then goes to the Tax Exemptions and Reductions Department, the Foreign Business Person's Self-used Articles Administration Department, and the bonded department for ideas signing. Lastly, the applicant submits the form to the administrative department of the enterprise.);
(4) The original copy of the Registration Certificate for the Customs Clearance Self-handling Unit;
(5) The customs clearance special-purpose stamp;
(6) The Customs Declarant's Qualification Certificate of the customs declarant with the enterprise (the enterprise, without the customs declarant, is exempt from submission of such a certificate);
(7) Other information needed by customs.
Time Limit for Examination and Approval: If all the above-mentioned procedures have been handled, and the submitted certificates and information have no errors or omissions, customs will handle the cancellation procedure within one (1) working day, and the file about this enterprise will be eliminated from the database.
Ⅷ) 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 ventures, and wholly foreign-funded enterprises) should provide to customs the following documents:
1. Business license (duplicate)
2. Permit (duplicate)
3. Enterprise contract (Exemption is allowed for wholly foreign-funded enterprises.)
4. Articles of enterprise, and its official approval (duplicate)
5. The Approval Letter (original) should be submitted, if the enterprise was set up after January 1st 1998.
6. The completed Application for Registration of Tax-Collection and Tax-Exemption Project, that is standard and effective. (Stamped by the enterprise)
7. A financial status report (original and duplicate; Customs checks the original, and reserves the duplicate.)
8. Other documents demanded by Customs
C. Tax-exemption application:
In application for tax exemption, an enterprise which has been approved for registry by Customs should provide Customs the following documents:
1. Examination and approval forms for imported materials;
2. The completed Application for Tax-Collection and Tax-Exemption for Imported Goods that is standard and effective. (Stamped by the enterprise)
3. Three goods-ordering contracts or invoices (duplicate)
4. Other documents demanded by the customs
Ⅸ) Foreign Exchange Registration
A. Application for Registration
The foreign funded enterprise shall handle foreign exchange registration.
Before registration in the Administration Bureau of Foreign Exchange Control, a foreign funded enterprise shall obtain an approval document and certificate of approval, from the Department of Foreign Trade & Economic Cooperation, as well as the Business License issued by the Administration Department for Industry and Commerce.
After registration with the Administration Bureau of Foreign Exchange Control, it may obtain a Foreign Exchange Registration Certificate for Foreign Funded Enterprise, and such certificates shall be presented during handling foreign exchange business, in the Administration Bureau of Foreign Exchange Control, or in the banks.
In addition, foreign-funded real estate enterprises are to undergo such procedures as foreign-exchange registration and alteration, only after being recorded in the State Ministry of Commerce, and reported on-line, by the State Administration of Foreign Exchange.
Application Documents
1. The registration form provides general information about the foreign funded enterprise, and the registration certificate for foreign funded enterprise, with the stamp of the applicant.
2. Photocopy of Business License; Non-legal person Sino-foreign joint ventures shall submit originals of business licenses (examining the original or stamped photocopy with the copy filed);
3. Approval document and original approval certificate for the establishment, by the Department 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 and Change
The capital account is one of the 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 a joint venture, and its expenditure includes foreign exchange payments under current accounts of the foreign funded enterprise, and payment under a capital account approved by Administration Bureau of Foreign Exchange Control.
Before application,a foreign funded enterprise shall be approved by the Department of Foreign Trade and Economic Cooperation, and must obtain or apply for a 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.
Application Documents
a. Opening an account
1. An application form, with an applicant stamp (general information about the enterprise, reasons for opening a bank account, a plan to open a bank account) ;
2.Original Certificate of Foreign Exchange Registration (returned after examination).
b. Account changes and cancellation
1.Application Form stamped by the applicant (explaining the issues changed, and reasons);
2.Original Certificate of Foreign Exchange Registration;
3.Returning the enterprise owned, and bank owned, copies of the document for account opening approval & examination (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 a recent bank statement, the latest capital examination report, business license change approval certificate, and an approval document by the Department 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 which was issued by the Administration Bureau of Foreign Exchange Control, and balance sheet, stamped by the bank with the special external debt account, in the next five (5) working days.
C. Application for Reinvestment in China by Foreign Partner with Distributed Profit.
Before handling the formalities in the Bureau of Foreign Exchange Control, the enterprise shall obtain a prior consent and approval certificate from the Department 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 accounting firm, for capital examination, by holding the profit reinvestment certificate issued by the Administration Bureau of Foreign Exchange Control.
Application Documents:
a. Profit reinvestment
1.Application Form stamped by the applicant (indicating the partners general information, profit information, distribution plan, disposal plan, and the share holding structure of the invested enterprise);
2.Original decision for profit distribution, by the board of directors (with copy filed), and the board of director's original profit disposal plan (with copy filed);
3.Financial Auditing Report of the enterprise, in the fiscal profit year related to the profit volume for the reinvestment (original and stamped copies examined, and the photocopy filed);
4.Income tax payment certificate, concerning the enterprise's reinvestment profit (original or stamped 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 the Department in charge of Foreign Trade and Economic Cooperation, approval certificate, business license, joint venture contract, and articles of association (originals or stamped photocopies examined, and copies 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. The examination and approval of reinvestment or capital increase from income of liquidation, share transfer, and investment recovery from the invested foreign-funded enterprise.
1. Written application of foreign investor (or consign other units or person to apply)
2.Original and reprinting copies of foreign exchange registration certificate for former foreign-funded enterprise;
3. The original and reprinted copies of the latest property-inspection report (attach with written reply of inquiry, registration approval of stock-exchange foreign exchange), or latest auditing report (attached with Auditing Report for Foreign Exchange balance sheet) of the former enterprise.
4. Original and reprinted copies of the approval document of Commerce Department for former enterprise.
5. The directorate decisions about items such as investment reclaim, liquidation, share transfer, property-reducing, reinvestment or acquisition of former enterprise, and the scheme or agreement about related property disposition.
6. If referring to investment reclaim, it is necessary to provide the original and reprinted copies of documents such as the former enterprise cooperation contract, approval of fiscal department, and assure letter.
7. If referring to liquidation, it is necessary to supply the original and reprinted copies of the certificate about enterprise logging out tax registration.
8. If referring to share transfer, it is necessary to submit the original and reprinted copies of documents such as the stock-change agreement, approval certificate of the Commerce Minister about the share-rights change, and related tax-payment certificate about the income of beneficiary after stock-exchange.
9.The original and reprinted copies of materials such as the approval certificate by the Commerce Minister about the reinvestment enterprise, business licenses (or other related certificate), contract, or rule.
10. Supplementary instructing material in reference to the above material, to be provided.
c. The approval for transforming the development fund, reserve fund (or capital accumulation fund, profit accumulation fund), undistributed profit, or registered debt into expanding the assets of foreign-funded enterprises.
1. Application report
2. Original and reprinted copies of the Foreign Exchange Registration Certificate of Foreign-funded Enterprise.
3. Original and reprinted copies of the enterprise directorate's decision, concerning the assets change.
4. Original and reprinted copies of the Commerce Minister's approval of the assets change (for registered debts which transformed into enterprise assets, the fund resource of enterprise property-adding should be defined as registered debts, as approved by the Commerce Department.
5. The original and reprinted copies of the latest property-inspection report (attach with written reply of inquiry, registration approval of stock-exchange foreign exchange) or latest auditing report (attach with auditing report for foreign exchange balance sheet) of the former enterprise.
6. For undistributed profit, it is necessary to submit the original and reprinted copies of corresponding tax-payments, or a tax exemption certificate.
7. For registered debts and present interest, it is necessary to provide original and reprinted copies of debts change feedback, the contract of this debt, and certificate of creditor approving transfer share rights.
8. Any supplementary instruction material, concerning the above material, should also be provided.
Ⅹ) Registration of Import & Export Commodity Inspection and Quarantine
After handling business registration, foreign-funded enterprises shall submit a complete set (copies) of documents (including the contract, articles of association, approval certificate of foreign-funded enterprise, business license, feasible report, etc.) to the Legal System and Comprehensive Business Division of the Hunan Provincial Commodity Inspection and Quarantine Bureau, for handling registration and obtaining a Foreign-funded Enterprise Registration Certificate of Commodity Inspection and Quarantine.
Ⅺ) 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 Commerce, and submitting the contract, articles of association, certificate of approval (photocopy), the Report on Verification of Capital, and the 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 accounting office, to go through the procedures for property registration of state-owned assets, at the management department of the state-owned assets relevant to the financial relationship of administrative subordination.
Ⅻ) Registration of Environment Protection
(Any construction project with foreign investment shall go through the following formalities.)
1. For construction projects having a comparatively large impact on the environment, the project constructor shall fill in an Environment Protection Examination Opinion Form for Constructed Project, before the project proposal is approved, and submit the form to the Environmenal Protection Bureau, for consent to be used as the basis of project proposal approval. The provincial level department can approve the project proposal. Projects with investments of over RMB 50 million, and heavy pollution, shall be examined and approved by the provincial Environmental Protection Bureau. Other projects may be examined and approved by municipal level Environmental Protection Bureaus.
2. The project constructor shall submit an Environment Impact Report to the Environment Protection Bureau, for approval (Table).
3. After the project is completed, the enterprise shall apply to the Environmental Protection Administration, for acceptance of protection facilities, and obtain an "Acceptance Certificate of Environment Protection Facilities", after which the project may start regular operation.
4. After the project is put into operation, the enterprise shall register the pollution discharge with the local Environmental Protection Authority, and obtain a License of Pollution Discharge.
Business registration procedures
Nov Wed 2022