1. China Representative Office Registration Procedures
The procedures for establishing a Resident Permanent Representative Office (RO) vary slightly in different areas of China and also vary in accordance with the places where the foreign companies are located. In general, the procedures for the establishment of a Permanent Representative Office consist of three steps:
Step 1: Pre-registration
Before submitting the registration application documents to the local Administration for Industry and Commerce for registration, the foreign enterprise should have certain documents ready, including the tenancy agreement for the office premise to be used by the RO and the legalised identity documents and banker’s reference letter.
Step 2: Registration
The foreign investor submits the application documents to the relevant AIC to application for Representative Office Registration Certificate. This step is completed when the AIC issues a Registration Certificate for Permanent Representative Offices of Foreign Enterprises.
Step 3: Post-establishment Registrations
After a Permanent Representative Office (RO) is registered with the AIC, it must handle registration and other procedures with banks, customs office, tax authorities, public security bureau and other authorities.
(1) Step 1: Pre-registration
Once a foreign enterprise decides to set up a representative office in China, it should start to prepare the following documents:
(a) Two copies of tenancy agreement for the office premise to be used as office by the representative office
(b) Appointment Letter, resume, photocopy of passport and four photos of Chief Representative;
(c) Legalised (by the Chinese Embassy) of the identity documents and bankers’ reference letter
(2) Step 1: Registration Phase
The registration of a Representative Office in China starts with the application for Registration Certificate with local Administrative Bureau for Industry and Commerce. The following documents must be submitted to the local AIC:
(1) The Approval Certificate issued by the approval authority;
(2) The standard Application Form for Registration of ROs printed by the AIC;
(3) The standard Registration Form for the Personnel of ROs printed by the AIC;
(4) The Application Letter for Establishment of Rep Offices;
(5) The Certificate of Incorporation of the foreign enterprise;
(6) A bank letter regarding the creditworthiness of the foreign enterprise;
(7) Appointment Letter for the Chief Representative;
(8) Resume of the chief representative and other representatives;
(9) Photocopies of passports or ID Cards of foreign employees of the RO;
(10) Lease Agreement or other documents for the office of the RO; and
(11) Photos of the chief representative.
The format and content of the above documents are similar to those documents submitted to the approval authority. It should be noted that AlCs in different locations might have different requirements for the application documents that a foreign enterprise must submit. When a foreign enterprise applies for registration of a RO, the foreign enterprise should consult with the local sponsor, law firms or other agents as to the specific documentation requirements.
After the registration authority approves the registration of a RO, it will issue a Registration Certificate for the RO and issue Representative Cards to the Chinese and foreign employees. The establishment date for a Rep Office is the issuance date of the Registration Certificate rather than the issuance date of the Approval Certificate.
(3) Step 2: Post-establishment Phase
After the issuance of the Registration Certificate, the following procedures should be handled:
(a) Registration with Public Security Bureau
This authority will issue two documents: a PSB Registration Certificate that is used to apply for visas for the RO’s employees; and a Notice of Chop Carving, which allows the RO’s representative to go to the appointed RO chop-carving shop to obtain the official company chop. The “chop” is the official company seal that is used to stamp all official company business documents, much like a corporate “signature”.
(b) Registration with Institute Code Center
Here the RO will obtain the Code Certificate and the IC Card. The IC Card and the Code Certificate are very important, similar to a person’s ID card and ID number. They will be used in the following registration procedures and in the future operations of the RO.
(c) Registration with Foreign Currency Bureau
This authority issues the RO a formal permission notice for use in opening the company’s foreign currency account. The permission notice contains information about the bank where the RO must open its foreign currency account, the denomination of the foreign currency that the account will contain (e.g. USD), usage limitations on the account (only for receiving overseas funds for ROs), etc.
(4) Registration with State Tax Bureau and local State Tax Office
This bureau will issue a State Tax Registration Certificate to the RO. The Local State Tax Office will interview the person that the RO has designated for handling its tax affairs, check the nature of the foreign enterprise in order to determine the tax calculation method to be applied, set a tax payment schedule and the method of reporting taxes paid, etc.
(a) Local Tax Bureau and Local Tax Office
This office is similar to the State Tax Bureau and Local State Tax Office. The only difference is that the State Tax Bureau handles the Enterprise Income Tax and Business Tax that is levied on the RO, while the Local Tax Bureau handles the Individual Income Tax that is levied on employees of the RO.
(b) Setting up Banks
The RO can open both a foreign currency account and an RMB account in the bank suggested by the RO and subject to be approved by the Foreign Currency Bureau.
(c) Statistics Bureau and Local Statistics office
This authority issues a Statistics Registration Certificate to the RO. The Statistics Office will interview the representative of the RO to give he/she a lesson on the importance of reporting statistics figures to the office and set up a schedule for reporting the appropriate statistical figures.
(d) Registration with Customs
This authority issues a Customs Registration Certificate to the RO. The Certificate will be used when employees of the RO have personal belongings, office equipment, samples for exhibitions, samples of goods from overseas, etc. that need to go through Chinese Customs. If the RO has none of these items, this step can be deleted.
2. Documents and Information Required for the Purpose of Registering a Representative Office in China
Each approval authority has its own requirements for the documents to be submitted for examination and approval. According to Chinese law and in practice, the following documents are usually required to be submitted to the approval authority:
(1) Application letter for establishing Representative Office (RO) (original)
The application letter should briefly describe the foreign company and its business activities in China. The following information must be addressed in the application letter:
(i) An introduction to the foreign company and its business activities in China;
(ii) The name of the Resident Representative Office (RO);
(iii) The purpose of the Resident Representative Office (RO);
(iv) The business scope of the Resident Representative Office (RO);
(v) The name of the chief representative;
(vi) The duration of the Resident Representative Office (RO); and
(vii) The address of the Resident Representative Office (RO).
The application letter should also include a list of the documents to be submitted. If the foreign enterprise believes that any documents other than those requested by the approval authority should be submitted, such additional documents should also be listed in the application letter.
(2) The bank creditworthiness letter (original)
The creditworthiness letter (also known as bankers’ reference letter) should be issued by the banker of the foreign enterprise. The bank must be a foreign bank in the area where the foreign company is registered. The creditworthiness letter must contain the following information:
(i) The name of the foreign company;
(ii) The normal deposit amount or average daily balance for a period of six months; and
(iii) A brief review of the creditworthiness of the foreign company.
The bank letter should be printed on the letterhead paper of the bank and signed by authorized officials of that bank.
(3) The appointment letter for the Chief Representative
The appointment letter should be concise. It should state clearly the name of the person to be appointed or authorised to act as the chief representative of the Resident Representative Office (RO). The appointment letter should be printed on the letterhead paper signed by the chairperson, general manager or other responsible officials of the foreign company.
(4) The resumes, photocopies of the passports and passport size photos of the chief representative and other representatives.
It is required that the resume start from the university education. The date on which the person started working for the applying foreign company should also be stated in the resume. It should be noted that the time as described in the resume must be consecutive. The resume must be signed by the chief representative and could be printed on blank paper.
(5) Office Lease
A signed office lease agreement (tenancy agreement) or a letter of intent of lease must be submitted to the approval authority.
Noted that not every building could be used as office premises by the Resident Representative Office (RO). Only those buildings approved by the local public security bureau may be leased to foreign companies. Foreign companies should confirm this issue with the landlord before entering into the lease agreement or the intention letter.
(6) Application Form for the Establishment of Resident Representative Office (RO)
The application form is a standard form printed by the approval authority. The main content of the application form is basic information concerning the foreign company applicant and the Representative Office (RO) to be established.
(7) Application Form for Personnel of Representative Office (RO)
This application form is a standard form printed by the approval authority. The main content of the application form is basic information regarding the staff and employees of the RO to be established, such as the names, nationalities, contact details and positions.
(8) The Certificate of Incorporation of the Foreign Company
The certificate of incorporation (or Article of Organisation or Article of Incorporation) is a document evidencing the incorporation and registration of the foreign company.
If the foregoing documents are in a foreign language, a Chinese translation should be prepared. Some approval authorities require that some of the foregoing documents be notarized by a foreign notary public and then legalized by the PRC consulate in that foreign country.
After the above documents are submitted to the approval authority, the approval authority will review the application documents. After the approval authority approves the establishment of the Representative Office (RO), the chief representative of the Representative Office (RO) should collect the Approval Certificate from the approval authority and handle the registrations procedures within 30 days after the approval date.
3. Time Frame for the Registration of a China Representative Office
The table below shows the estimated time frame for each of the steps for the registration process.
|Step||Description||Who is Responsible||Time
|1||Legalisation of Incorporation Documents||Investor||Investor’s schedule|
|2||Tenancy (Lease) Agreement (for the office to be used by the WFOE)||Investor||Investor’s schedule|
|3||Legalisation of Bankers’ Reference Letter||Investor||Investor’s schedule|
|4||Other documents||Investor||Investor’s schedule|
|Application for Registration|
|1||Application for Certificate of Registration for the RO from the local Administrative Bureau of Industry and Commerce||Kaizen||5|
|2||Application for Approval Certificate from local police Department and arrangement of graving of chop and Seal||Kaizen||2|
|3||Application for Chief Representative Certificate||Kaizen||3|
|4||Application for Enterprise Code and Card||Kaizen||1|
|5||State Tax Registration and Local Tax Registration||Kaizen||1|
|6||Statistic Registration Certificate||Kaizen||2|
|7||Opening of Bank Accounts||Kaizen||10|
|Total||Approx. 5-6 weeks|