Regulations On Administration Of Registration Of Resident Representative Offices Of Foreign Enterprises

Original Language Title: 外国企业常驻代表机构登记管理条例

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People's Republic of China promulgated by Decree No. 584

                       Regulations of the administration of registration of resident representative offices of foreign enterprises Executive meeting of the State Council on November 10, 2010 the 132th adopted, promulgated and take effect on March 1, 2011.

                       Prime Minister Wen Jiabao

The November 19, 2010

Regulations on administration of registration of resident representative offices of foreign enterprises

Chapter I General provisions

First in order to regulate the establishment of permanent representative offices of foreign enterprises and its operational activities, the regulations are formulated. Second permanent representative offices of foreign enterprises mentioned in these regulations (hereinafter referred to as representative bodies), refers to the foreign companies in accordance with the provisions of this Ordinance, set up in China engaged in non-profit activities related to the foreign business offices.

Representative offices do not have legal personality.

Third representative office shall abide by the laws of China and must not harm China's national security and social and public interests.

Fourth representative office set up, change and termination shall be registered in accordance with the provisions of this Ordinance.

Representative offices of foreign enterprises applying for registration shall be responsible for the authenticity of the application documents, materials.

Fifth place authorized by the State administration for industry and Commerce and the Administration for industry and commerce is the representative body of registration and management authority (hereinafter referred to as registration authority).

Registration authorities should work with other relevant departments to establish mechanisms for information sharing, provide each other with information about the representative body. The sixth representative office shall be submitted to the registration authority from March 1 to June 30 of each year's annual report.

Annual report include the legitimate existence of foreign companies, representative offices of business activities and the audit fee income and expenditures and other relevant circumstances.

The seventh representative office shall set up account books, true record fee income and expenditure of funds allocated and representative offices of foreign enterprises, and at the representative office in place.

Representative Office may use other accounts of the enterprise, organization or individual.

Assigned by the eighth foreign enterprise representative, staff members, representatives and representative offices shall abide by the laws and administrative regulations on immigration, residency, employment, taxes, registration and other requirements; violation of regulations by the relevant departments in accordance with the provisions of relevant laws and administrative regulations to be addressed.

Chapter II registration

Nineth representative office registration, including: the name of the representative office, the representative's name, scope of business, based in place, foreign enterprises in duration, name and address.

Tenth in turn name a representative office shall be composed of the following parts: the Chinese names of foreign nationality, foreign enterprise, stationed in the city, as well as "representative office" inscription, and shall contain the following text:

(A) harm China's national security or the public interest;

(B) the names of international organizations;

(C) prohibited by laws, administrative regulations or the State Council.

Name of the representative body shall be registered by the registration authority engaged in business activities. 11th foreign company should appoint a representative.

Chief Representative on foreign business written within the scope of authority, on behalf of representative offices of foreign enterprises signed registration application documents.

Foreign companies according to business needs, appoint 1-3 representatives.

The 12th under any of the following circumstances, it may not be the Chief Representative and representative:

(A) due to damage China's national security or the public interest, is sentenced;

(B) because of damage to China's national security or public interests and other illegal activities according to law is the abolition of the registration, cancellation of registration certificate or was ordered to close down by relevant departments according to law the Chief Representative and representative of the representative office, revocation, suspension or ordered to close down the date less than 5 years;

(C) other circumstances as stipulated by the State administration for industry and commerce.

13th representative office shall not be engaged in profit-making activities.

China has concluded or acceded to by provisions of international treaties, agreements, and from its provisions, but China has declared reservations except those on.

14th representative offices can engage in business with foreign enterprises related to the following activities:

(A) foreign product or service-related market research, display, promotion activities;

(B) products with foreign enterprises, service providers, domestic procurement, investment-related liaison activities.

Laws, administrative regulations or the State Council representative bodies engaged in operational activities provided for in the preceding paragraph shall be subject to ratification, and shall obtain the approval.

15th representative offices stationed in the presence of foreign-funded enterprises of their choice.

According to the State security and social and public interests, the Department concerned may require adjustment of the representative office located at the place, and promptly notify the registration authority.

16th representative office based in a period not exceeding the duration of foreign enterprises.

17th registration agency representative offices registration shall be recorded in the register of representative offices, for the public to read and copy.

18th registration authority should be issued by a representative of Representative Office of foreign enterprise registration certificate (hereinafter certificate) at representative offices based in prominent positions in place.

19th no unit and individual shall forge, alter, rent, lend, transfer of registrations and representatives of the Chief Representative and representative certificates (hereinafter referred to as cards).

Registration certificate or certificate is lost or destroyed by the representative, the representative office shall be declared invalid in the specified media, apply for a replacement.

Registration authority to approve the change of registration according to law, the granting of cancellation of registration, revocation of registration and revocation of registration decisions, on behalf of the original registration certificate and the original Chief Representative and representative of the representative cards expire automatically.

The 20th representative office set up, change, foreign companies should be announced to the public at the registration office specified media.

Cancellation of the representative office or been revoked registration, revocation of registration certificate, announcement by the registration authority.

21st registration authority on behalf of the institution of investigating suspected of violation of these regulations, shall exercise the following powers:

(A) to the units and individuals related to the investigation, information;

(B) inspect, copy, sealing up, distraining violations relating to contracts, bills, books and other information;

(C) the attachment, attachment specially used for illegal activities, tools, equipment, raw materials and products (goods) and other property;

(D) queries on behalf of institutions engaged in illegal activities of the accounts and accounting vouchers, books and statements relating to the deposit.

Chapter III registration

Established by article 22nd should be registered with the registration authority for the establishment of the representative office.

23rd applying for the establishment of representative offices of foreign enterprises, shall be submitted to the registration authority the following documents and materials:

(A) the application for registration of establishment of the representative office;

(B) proof of foreign residence and legal business certificate of the surviving for more than 2 years;

(C) the regulation of foreign enterprises or organizations agreement;

(D) appointment of the Chief Representative and representatives of foreign enterprises file;

(V) the identity of the Chief Representative and representative and resume;

(Vi) have connections with foreign enterprises issued by the financial institutions credit funds;

(VII) representative office in the place of the legitimate certificate.

Laws, administrative regulations or the State Council to establish a representative office shall be subject to ratification, foreign enterprise shall, within 90 days from the date of approval by the registration authority for registration, and submit the relevant documents of ratification.

China has concluded or acceded to international treaties and agreements provided for the establishment of representative institutions engaged in for-profit activity, should also be in accordance with the laws, administrative regulations or the State Council to submit corresponding files. 24th the registration organ shall, from the date of acceptance of the application the decision whether or not to grant registration in the 15th, before making a decision to seek the views of relevant departments as needed.

The decision to grant registration, shall take a decision within 5th of the applicants will be issued registration certificates and cards; making registration decisions, shall take a decision within 5th of registration issued to the applicant written notice of such dismissal, give reasons for their registration.

Date of issue registration certificate as date of establishment of the representative office.

25th, Chief Representative and representative of the representative office registration certificate, representing the certificate to apply for residence, employment, tax, foreign exchange registration procedures.

The fourth chapter registration

26th representative office registration changes, foreign enterprise shall apply to the registration office for registration of change.

27th change registration shall register any changes within 60 days from the date of application for registration of changes.

Change registration in accordance with the laws, administrative regulations or the State Council prior to registration shall be subject to ratification, shall from the date of approval of the application for registration of changes in the 30th.

28th the representative office continues to engage in business activities after the expiry of the foreign enterprise shall, in the presence within 60 days before the expiry of the registration organ for change registration.

29th applying for change of registration of the representative office shall submit the registration of the Representative Office application and submitted the relevant documents required by State administration for industry and commerce.

Change registration in accordance with the laws, administrative regulations or the State Council prior to registration shall be subject to ratification, it shall also submit the relevant documents of ratification. 30th the registration organ shall, from the date of acceptance of the application in the 10th the decision whether or not to grant registration.

To approve the change of registration decisions, shall take a decision within 5th of renew the registration certificate and cards; not to change decisions, shall take a decision within 5th of submit applicant rejection notice, explanation of reasons for no change.

Authorized signatories of the 31st foreign enterprises, corporate responsibility, capital (assets), business scope and changed, foreign enterprise shall, within 60 days from the date of the above changes the registration record.

Chapter fifth cancellation of registration

32nd under any of the following circumstances, foreign enterprise shall, within 60 days from the date of the following registration authority for cancellation of registration:

(A) the withdrawal of representative offices of foreign enterprises;

(Ii) expiration of a representative office in no longer continues to engage in business activities;

(C) termination of foreign enterprises;

(D) closure approval or representative offices shall be ordered to close.

Article 33rd representative offices of foreign enterprises to apply for cancellation of the registration shall submit the following documents to the registration organ:

(A) application for cancellation of registration of the representative office;

(B) the representative body for nullifying the tax registration certificate;

(C) customs, foreign exchange issues relevant to the Department cleared over proof of the establishment or the representative does not go through the relevant formalities;

(D) other documents submitted by the provisions of the State administration for industry and commerce.

Laws, administrative regulations or the provisions of termination of activity of the representative office of the State Council shall be subject to ratification, it shall also submit the relevant documents of ratification. Article 34th registration authority shall, from the date of acceptance of the application whether to approve cancellation of registration decisions within a 10th.

To approve the cancellation decision, it should be since the date of the decision granting cancellation notice issued by the 5th, collect registration certificates and cards; decision not to cancel the registration, and shall take a decision within 5th of cancellation of registration issued to the applicant written notice of such dismissal, give reasons for not to cancel the registration.

The sixth chapter legal liability

35th article without registration, without permission of setting up representative offices or representative offices of business activities by the registration authority ordered the cessation of activities, punishable by fines of less than 50,000 yuan and 200,000 yuan.

Representative bodies engaging in profit-making activities in violation of this Ordinance, the registration office ordered corrective action, confiscate the illegal income confiscated dedicated to engaging in profit-making activities of tools, equipment, raw materials and products (goods) and other property, fined a maximum of 50,000 yuan and 500,000 yuan in serious cases, cancellation of the registration certificate.

36th article submitted false material or take other fraud means hide real situation, made representative institutions registration or record of, by registration organ ordered corrected, on representative institutions sentenced 20,000 yuan above 200,000 yuan following of fine, on directly is responsible for of competent personnel and other directly responsibility personnel sentenced 1000 Yuan above 10,000 yuan following of fine; plot serious of, by registration organ revoked registration or revoked registration card, hand representative card.

Annual report of the representative offices of concealing facts, fraud by the registration office ordered corrective action, on behalf of the Agency imposed fines of less than 20,000 yuan and 200,000 yuan in serious cases, cancellation of the registration certificate.

Forge, alter, rent, lend, transfer of certificate of registration, on behalf of, more than 10,000 Yuan by the registration authority on behalf of the institution of less than 100,000 yuan fine directly responsible for the charge and the other persons sentenced to less than 1000 Yuan and 10,000 yuan fine in serious cases, revocation of registration certificates, cards for cancellation.

37th representative office in violation of the regulation article 14th engaged in outside business activities, the registration authority shall order correction within; it fails to mend, punishable by fines of less than 10,000 yuan and 100,000 yuan in serious cases, cancellation of the registration certificate.

38th under any of the following circumstances, the registration authority shall order correction within, fined 10,000 yuan and 30,000 yuan fines; it fails to mend, cancellation of the registration certificate:

(A) did not submit an annual report in accordance with the provisions of this Ordinance;

(B) names that are not in accordance with the registration authorities to engage in operational activities;

(C) failure to in accordance with the relevant Chinese Government departments based in place;

(D) no announcement of its establishment, modification in accordance with this Ordinance;

(V) not in accordance with the provisions of this Ordinance relating to change registration, cancellation of registration or filing.

39th representative office endangers China's national security or social and public interests of serious illegal activity, the registration authority shall revoke the registration certificate.

Representative Office in violation of the regulations provide for the revocation of registration and revocation of registration certificates, or shut down by the Chinese Government according to law shall be ordered, from the date of revocation, suspension or ordered to close within 5 years, the establishment of the representative offices of foreign companies in China to establish a representative office in the territory.

40th registration authorities and their personnel who abuse their powers, neglect their duties, engages in, not registered in accordance with the provisions of this Ordinance, investigate violations, or supporting, harboring and conniving illegal activities, shall be subject to punishment.

41st in violation of the provisions of this Ordinance, of activities contravening public security management in accordance with the People's Republic of China Law on administrative penalties for public security shall be penalized constitutes a crime, criminal responsibility shall be investigated according to law.

The seventh chapter by-laws

42nd foreign enterprises referred to in these regulations, is established outside the territory of China in accordance with foreign law of non-profit organizations.

43rd financial representative office registration fees in accordance with the State Council departments, departments in charge of prices the relevant provisions, the representative office registration fees in accordance with the charge of price under the State Council departments, relevant provisions of the financial sector.

44th Hong Kong S.A.R., and Macau S.A.R. and Taiwan companies to China to set up representative offices in China with reference to administration of registration of these regulations. 45th article of the regulations come into force on March 1, 2011. March 5, 1983, approved by the State Council on March 15, 1983, originally released by the State administration for industry and the measures for the administration of registration of resident representative offices of foreign enterprises also repealed.

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