FIE Post-establishment Procedures – Financial Administration

Upon issuing of the business license, a foreign-invested enterprise shall go to the local finance authorities for financial registration against relevant documents. The provincial authority is the Department of Finance of Guangdong Province. There are finance bureaus in the cities as well as counties.

1. Registration upon Commencement of Business

The foreign-invested enterprises shall apply to the financial authorities for financial registration within 30 days after the industrial and commercial registration and present the following documents:

A. A photocopy of the approval of establishment;
B. The enterprise’s contract or agreement, articles of association, (duplicate) and their respective approval documents;
C. A photocopy/duplicate of the business license;
D. The feasibility study and its approval document;
E. Other relevant documents (e.g. leasing contract for land, factory premises or equipment, certificate of investment in the forms of land of patent right, other certificates for transfer of state assets or capital, and regulations of financial administration, employment, and other regulations of the enterprise).

For the purpose of financial registration, the foreign-invested enterprises shall fill out the Financial “Registration Form for Foreign-invested Enterprises” in duplicate, one of which will be return to the enterprise upon comment by the financial authorities.

Upon registration, the financial authorities shall provide relevant financial, accounting and other regulations to the enterprises.

2. Change in Registration

In case of changes in name and location of a foreign-invested enterprise; increase, decrease or transfer of capital, change of partners, business scope, distribution patterns or percentages, extension of operation, and change of board member, the foreign-invested enterprise shall report to the financial authorities for such changes with 30 days after it completes the change of industrial and commercial registration. In doing so, it shall normally present the following documents:

A. A duplicate of supplementary contracts/agreements for the foreign-invested enterprise and the approval documents;
B. A photocopy of the new business license issued by the administration of industrial and commercial registration:
C. Other relevant documents.

If the enterprises plan to change the means and proportion of distribution of profit, they shall report to the financial departments for comments in advance, and then apply for approval to the original departments for examination and approval. Within 30 days after the approval, they shall apply to the financial departments for registration of change.

3. Cancellation of Registration

In the case of expiry or termination of a contract, the foreign-invested enterprises shall go to the finance authorities for cancellation formalities before they go through the cancellation of industrial and commercial registration, and shall present the following documents:

A. A report of liquidation committee on disposal of the assets, liabilities and debts;
B. Accounting statements for dissolution or liquidation, and a certificate issued by a registered accountant after verification;
C. A report on conclusion of liquidation and a report comments on disposal of the accounting records;
D. Financial Registration Form of Foreign-invested Enterprise to be returned.

The finance authorities will grant cancellation upon verification.

4. Assets verification and Account Examination

As stipulated by the Chinese-Foreign Joint Venture Enterprises Law of PRC, the Chinese-Foreign Cooperative Venture Enterprises Law of PRC, and the Wholly Foreign Invested Enterprises Law of PRC, and the relevant provisions of implement, The foreign enterprises shall authorize accounting firms and accountants registered in China to conduct assets verification and account examination in the following procedures:

a. Authorization

The enterprise may select an accounting firm established upon the State’s approval and conduct authorization formalities (for details please refer to the accounting firm). Upon such authorization, the accounting firm shall carry out assets verification and account examination within a specified period of time and issue a report of verification and examination.

b. Time Limit for Assets Verification and Account Examination

For assets verification, an equity joint venture should complete its assets verification within 60 days of its establishment.

For account examination, an equity joint venture enterprise should complete its annual accounting report and authorize a CPA to examine the account and produce a report of the account examination within four months after the end of its fiscal year.

c. Documents for Verification and Examination purposes

(1) Verification

I. Lawful certificates of approval issued by the examination and approval departments
II. License of Legal Person Registration, contracts and articles of association
III. Certificate of foreign exchange registration issued by departments of foreign exchange administration, certificate of opening of account of capital
IV. For foreign investors using RMB profit earned from other foreign invested enterprises established in China by their own as investment: Audited accounting documents and audition reports, decision of the distribution of profit made by the board of directors, approval certificates issued by the administrative departments of foreign exchange in the place in which the profit originates, and the certificate of paid-tax issued by the administrative taxation departments.
V. For the investment made with imported substances: the appraisal certificate of value of investment assets issued by entry and exit inspection and quarantine bureaus, or the State General Administration of Quality Supervision, Inspection and Quarantine, or other value appraisal institutions with qualification ratified by the Ministry of Finance.
VI. A written explanation of contribution by parties to the investment and minutes of the board of directors meeting in investment matters
VII. Production Agreement (draft) (types and names of products)
VIII. Purchase prices for equipment, parts and components that constitute part of the investment; out of factory price list of the products; and property appraisal list with signed approval by all parties and the agreement documents;
IX. Property ownership certificate issued by relevant government authorities and the attached drawing;
X. Various accounting vouchers for receipt of investment, receipt notification by the local bank of deposit and the statement of account;
XI. The Tax registration form
XII. Other documents for relevant matters.

(2) Examination of Annual Accounting Books and Accounting Statements

I. Annual accounting statements (balance sheet, profit statement, financial position statesmen, supporting statements and quarterly and monthly accounting statements);
II. Accounting items, accounting vouchers and accounting books;
III. Approval document for enterprise establishment;
IV. The contract or agreement concluded between two or more parties to the venture (with such items as: business scope, duration, profit distribution, wage distribution, patent right, tax registration form, approval documents for tax exemption period, percentages of after-tax reserve funds, welfare funds and development funds, product distribution and pricing, etc.), and minutes of the board meeting on these matters.
V. The accounting regulations (implementing rules) designed by the enterprise internal control system, limit on cost expenditures, criteria for expenses, costing method, corporate organization, production management, distribution channels, technical processes, and other relevant information shall be provided to the registered accountant upon his arrival. Items III and IV shall be provided in photocopy.

(3) Liquidation

I. The contract, articles of association, and approval document of the enterprise;
II. Government approval for the dissolution;
III. A list of members on the dissolution and liquidation committee;
IV. Liquidation plans for property, goods, claims and liabilities (including the computing base for property appraisal);
V. Minutes of meetings of board of directors and liquidation committee on liquidation matters;
VI. Balance sheet and property catalogue.

5. The foreign-invested enterprises shall pay price and other subsidies, as well as site (land) use fee to competent finance authorities according to relevant regulations of the State Council and finance authorities.