If you want to register a foreign-funded company to run a business, what procedures and conditions are required? Today, the editor has compiled the registration process of a foreign-funded company to share with you. Welcome to read, it is for reference only! Foreign-funded companies Registration process
(1) Documents and certificates that should be submitted for registration of establishment and registration of foreign-invested enterprises:
1. "Application for Registration of Establishment of Foreign-Invested Enterprises" (contains "Registration of Enterprise Establishment" Application Form", "Chinese Investors Directory", "Foreign Investors Directory", "Enterprise Legal Representative Registration Form", "Board Member and Manager Certification", "Enterprise Residence Certificate" and other forms);
2. Contract and articles of association (to establish a wholly foreign-owned enterprise, only the articles of association are required);
3. Reply from the approval authority and a copy of the "Foreign-invested Enterprise Approval Certificate" 1;
4. Proof of legal qualifications of all investors;
5. "Application Form for Pre-Approval of Name (Change)", "Notice of Pre-approval of Enterprise Name" and other pre-name materials;
6. "Designation (Power of Attorney) Letter";
7. "Corporate Secretary (Contact Person) Registration Form";
8. Business scope involves pre-licensed projects , the approval documents from the relevant approval departments should be submitted; if post-licensing is involved, a "Letter of Commitment" should be submitted. ?
In addition to the above necessary documents, a printed list of investors and a list of board members and general manager should also be submitted.
(2) Documents and certificates that should be submitted for change registration of foreign-invested enterprises:
1. "Application Form for Registration Change of Foreign-Invested Enterprise" (including "Application Form for Registration Change of Enterprise") , "Investor Directory", "Enterprise Legal Representative Registration Form", "Board Member and Manager Certification", "Enterprise Residence Certificate" and other forms. Please fill in the corresponding content according to different changes);
2. "Designation (power of attorney) letter";
3. Board resolution;
4. Original and copy of "Enterprise Legal Person Business License";
5 . If you change the following matters, you also need to submit the following documents and certificates:
Change of name: (1) "Name (Change) Pre-approval Application Form", "Enterprise Name Change Pre-Approval Notice" and other names Change of pre-registration materials; (2) Approval authority’s reply and copy 1 of the “Foreign-invested Enterprise Approval Certificate”; (3) Contract and articles of association modification agreement.
Increase the total investment and registered capital: (1) Contract and articles of association modification agreement; (2) Capital verification report; (3) Approval authority’s reply and a copy of the “Foreign-invested Enterprise Approval Certificate” 1.
Reduction of registered capital: (1) Contract and Articles of Association amendment agreement; (2) Approval authority’s reply and a copy of the “Foreign-invested Enterprise Approval Certificate” 1; (3) Three reductions for publicly distributed newspapers at or above the provincial level Sample application for capital reduction announcement (your application for capital reduction will be accepted 90 days after the date of the first announcement); (4) Capital reduction statement signed by the legal representative (including the reasons for capital reduction, debt settlement or debt guarantee , a commitment that the interests of creditors will not be infringed after the capital reduction); (5) Audit report from an accounting firm or audit firm.
Change of enterprise category: (1) Contract and articles of association modification agreement; (2) Approval authority’s reply and a copy of the “Foreign-invested Enterprise Approval Certificate” 1.
Change of shareholders: (1) Equity transfer agreement; (2) Legal qualification certificate of the transferee; (3) Contract and articles of association modification agreement; (4) Approval authority's reply and "Foreign-invested Enterprise Approval" Copy 1 of the Certificate; (5) If it involves the transfer of state-owned property rights in this city, the "Property Rights Transfer Delivery Note" issued by Beijing Equity Exchange Co., Ltd. should be submitted; if it involves the transfer of central state-owned property rights, it should be submitted to the "Property Rights Transfer Delivery Note" issued by the central enterprise state-owned property rights trading pilot agency "Property Rights Transfer Delivery Document"; if it involves the transfer of state-owned property rights in other places, you can submit the property rights transfer delivery document issued by the specified property rights trading institution or the property rights transfer approval document issued by the state-owned assets management department in accordance with the relevant regulations of the local government where the state-owned property rights are located.
Change of shareholder’s name or name: (1) Approval authority’s reply and a copy of the “Foreign-invested Enterprise Approval Certificate”; (2) Contract and articles of association modification agreement; (3) Proof of change of shareholder’s name or name ;(4) Certificate of shareholder qualification after change.
Change of operating period: (1) Contract and articles of association modification agreement; (2) Approval authority’s reply and a copy of the “Foreign-invested Enterprise Approval Certificate” 1.
Change of business scope: (1) Contract and articles of association modification agreement; (2) Approval authority’s reply and copy 1 of the “Foreign-invested Enterprise Approval Certificate”; (3) New business projects involving pre-licensing , the approval documents from the relevant approval departments should be submitted; if post-licensing is involved, a "Letter of Commitment" should be submitted.
Application for adding branches (services): (1) After a foreign-invested enterprise pays its registered capital on time, it applies to establish branches or offices in other places. The applicant does not need to fill in the relevant forms and hold the "Enterprise Legal Person Business" If the application is submitted orally with the original or duplicate copy of the License, the registration authority will issue a "Letter of Verification"; (2) After paying the registered capital on time, the foreign-invested enterprise applies to establish a branch locally, and the applicant does not need to submit a board of directors resolution.
To cancel a branch, it must be noted on the business license: (1) Cancellation certificate issued by the branch (office) agency registration authority; (2) Original and duplicate of the "Enterprise Legal Person Business License".
(3) Documents and certificates that should be submitted for deregistration of foreign-invested enterprises:
1. "Application for Cancellation of Registration of Foreign-Invested Enterprises";
2. Board resolution;
3. Liquidation report or documents of the liquidation organization responsible for clearing claims and debts;
4. Approval documents from the approval department;
5. Taxation authority , Duty payment certificate issued by the customs;
6. Samples of three cancellation announcements in publicly distributed newspapers at or above the provincial level (your cancellation application will be accepted 90 days from the date of the first announcement);
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7. "Designation (Power of Attorney) Letter";
8. Original and duplicate of "Enterprise Legal Person Business License";
9. Official seal.
(4) Documents and certificates that foreign-invested enterprises should submit when applying for registration:
1. "Enterprise Registration Application";
2. "Designated ( Letter of Authorization";
3. According to different filing matters, the following documents and certificates need to be submitted:
Amendment of Articles of Association: (1) Modified contract, articles of association or contract , Amendment to the Articles of Association (wholly foreign-owned enterprises only need to submit the Articles of Association); (2) approval from the approval authority; (3) resolution of the board of directors.
To change the general manager or director: (1) Complete the "Certificate of Appointment of Board Members and Managers" form in the "Enterprise Registration Application Form"; (2) Board resolution (to change a director, you do not need to submit a board resolution, but Removal documents of the original directors should be submitted).
Processing property transfer of non-monetary investment: (1) Special audit report issued by an accounting firm. (2) Original and copy of "Enterprise Legal Person Business License".
Applying to delete post-marked content in the business scope: (1) A copy of the approval document or certificate of the relevant special approval department; (2) The original and copy of the "Enterprise Legal Person Business License".
(5) Documents and certificates that foreign-invested enterprises should submit as shareholders or promoters:
1. "Application Form for Domestic Investment of Foreign-Invested Enterprises";
2. Resolution of the board of directors;
3. Copies of the "Foreign-invested Enterprise Approval Certificate" and the "Enterprise Legal Person Business License" stamped with the company's official seal;
4. Registered capital A fully paid capital verification report (if the license indicates that the registered capital has been fully paid, there is no need to submit it);
5. An audit report issued by an accounting firm that has started to make profits (with a balance sheet, The report should clearly indicate the company’s cumulative profits and losses since its establishment);
6. Proof of income tax payment or income tax reduction or exemption issued by the tax authority;
7. Business restrictions of the invested enterprise For foreign investment projects, the approval documents from the examination and approval authority should be submitted;
8. If the invested enterprise is a newly established enterprise, a copy of the "Enterprise Name Pre-Approval Notice" should be submitted;
9. "Designation (power of attorney) letter".
Special attention:
★If a foreign-invested enterprise invests by acquiring equity, a copy of the business license of the invested company should also be submitted;
★ If a foreign-invested enterprise invests in fixed assets, which involves a reduction in the total investment, registered capital or changes in the business scope of the original enterprise, it shall issue an approval document from the approval authority or a receipt certificate indicating that the approval authority has not responded within the time limit but has signed the application.
(6) Documents and certificates that should be submitted for the extension registration of segmented license issuance of foreign-invested enterprises:
1. "Application Form for Installment Capital Payment of Foreign-Invested Enterprises"
2. Capital verification report;
3. "Designation (power of attorney) letter";
4. Original and duplicate of "Enterprise Legal Person Business License" (the license does not have the annual inspection seal and If the annual inspection mark is affixed, an annual inspection certificate must be issued). If the capital contribution is not paid on time and an extension is applied for, a reply from the approval authority agreeing to defer the capital contribution and the corresponding board of directors resolution and contract and articles of association modification agreement should be submitted.
Requirements for the registered address of foreign-funded enterprises
Unlike overseas company registration, mainland China has very strict requirements for the registered address of foreign-funded enterprises. Foreign-funded enterprises must rent a formal office building as the company's registered address, and only one company can be registered in one office.
Take the registration of a foreign-funded company in Shanghai as an example. The requirements for the registered address are as follows:
1. The office (registered address) rented or purchased must be for commercial or industrial use, residential It cannot be used as a company's registered address.
2. The registered address must have a real estate certificate. When registering a foreign-funded company, a copy of the real estate certificate must be provided.
3. If the leasing office is used as the registered address, a housing lease contract must be signed with the lessor. If the landlord is a foreigner, the rental contract must be notarized.
4. Different from the requirement that the registered address of a foreign-invested representative office be a foreign-related office building, the registered address of a foreign-invested company can be an ordinary commercial office.
5. When a foreign-funded company applies for registration, since it is a copy of the office’s real estate certificate, it also needs to provide a real estate registration information inquiry form issued by the real estate certificate issuing department (local real estate bureau).
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