Business registration

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;

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).

State Council Calls for Speeding up Business Registration Reform