Setting up representative offices in China [ 中文 ]

Legal authority (including revised regulation)

	Regulations and rules	Issuing Body
1	Regulation on the Administration of Registration of Resident Representative Offices of Foreign Enterprises [Issued in 2011, revised on 18 July 2013 and 18 Sept 2018]	promulgated under decree No. 703 of the PRC State Council on 18th September 2018 See the Chinese version [here]
2	The Methods for the Administration of Registration of Representative Office of Foreign Enterprise	The State Administration of Industry and Commerce on 15th March 1983" (referred to as the Method thereafter)
3	The Detailed Implementation Rules on the Approval and Administration of Representative Offices of Foreign Enterprise	The PRC Ministry of Foreign Trade and Economic Cooperation (the MOFTEC) on 13th February 1995 (referred to as the Rules thereafter).

 

Examination and approval organization

The application for setting up a representative office will also be subject to additional examination and approval requirements as provided in clause no. 4 of the Tentative Provisions issued by the State Council on 30 October 1980.

	Business categories	Approval organs
1	Trading, manufacturing, forwarding agent	The MOC (previously the MOFTEC )
2	Finance, and insurance	The People's Bank of China
3	Sea transport, ocean cargo agent	The Ministry of Communications
4	Aviation transport	The State Aviation Administration
5	Other industry	The relevant supervising ministry

 

Set-up procedure

Additional approval requirements in addition to that of MOC

1	A provisional tenancy agreement should be signed up first.
2	Prescribed documents must be submitted with the application for approval.	(Rule 12)
3	The name must carry the words in the following order: country, corporation name, city, and "representative office".	(Rule 13)
4	An approval certificate will be issued if the approval application is granted and application for the Business license must be made within 30 days of obtaining the approval.	(Rule 14)
5	The successful applicant must proceed with registration with the public security bureau, tax registration, customs registration, and opening up bank accounts within 30 days of obtaining the business licnese.	(Rule 15)
6	The approval will specify the duration for the RO to be allowed to exist in the PRC, but the maximum period shall not exceed 3 yrs.	(Rule 16)
7	If the corporation documents are in languages other than the Chinese, translation copies should be submitted as well.	(Rule 21)
8	Foreign corporations may be required to submit notarization of its corporation documents such as the articles of association, certificate of incorporation, and information of the directors of the company. The notarized documents must be certified at the Chinese Embassy in the country where the foreign corporation is resident.	(Rule 22)
9	The Rules specify that the official time for making the decision on the approval for the application shall not exceed 30 working days.	(Rule 9)

 

Renewal and changes

1	Renewal for the existence of the RO needs to be submitted six months before the permitted duration expires.	(Rule 16)
2	Any application for subsequent change in name, chief representative, location of office, duration of operation in the PRC, and the scope of business activities must be submitted to the original approval organization for amendment of information and issue of amended certificates and registrations.	(Rule 19)

 

Information required for the submission of application to set up a representative office in the PRC

1	An application duly signed by the chairman of the board of directors, or the general manager of the foreign enterprise, including such details as the name of the representative office, the person in charge (the chief representative), its scope of business activities, duration for the establishment of the representative office, and its address in the PRC;
2	A provisional lease agreement for the intended by the representative office;
3.	A valid certificate of incorporation and business license issued by the competent authorities of the country or region where the applicant is resident;
4.	A letter issued by a banker which has business relations with the applicant testifying to its financial and credit standing;
5.	Power of attorney issued by the applicant for the chief representative of its office;
6.	The resumes and identification documents (photocopies) and their curriculum vitae of the chief representative;
7.	Other information as required by the approving authority;
8.	If the applicant is a foreign company, all the above documents must be authenticated / attested by an attesting officer at the Chinese Embassy in that country.

The documents will be submitted to the Ministry of Commerce for approval. If in order, the MOC will grant an Approval Certificate to the applicant. Upon receipt of the Approval Certificate, the applicant shall apply for registrations with the local office of the State Administration of Industry and Commerce to obtain a Registration Certificate.

 

Bank reference letter

Please note that the bank reference letter is a must to the application. However, the bank is required to state that the applicant has been maintaining an account with them for a certain (pls specified) period, and PREFERABLY state that it has no negative comment on the applicant.

In certain cases, a bank letter certifying that the applicant has maintained a bank balance at a certain date is acceptable.

In Shenzhen, the approval authority will require the applicant to produce a copy of profit tax return for examination use, and also require that the applicant must commence business for more than one year.