Detailed Rules of the Ministry of Foreign Trade and Economic Cooperation (MOFTEC) on the Approval and Control of Resident Representative Offices of Foreign Enterprises
(Promulgated by Decree No 3 of the Ministry of Foreign Trade and Economic
Cooperation on February 13, 1995)
Chapter I
General Provisions
Article 1 This set of detailed rules are formulated to
promote China's foreign trade and international economic and technical
cooperation and strengthen the control on the resident representative offices
set up by foreign firms, enterprises and other economic organizations, within
the territory of People's Republic of China, in accordance with "Interim
Provisions of the State Council of the People's Republic of China for the
Control of the Resident Representative Offices of the Foreign Enterprises"
promulgated on October 30, 1980.
Article 2 The detailed rules are applied to the resident
representative offices which are established by foreign traders, manufacturers,
freight agents, contractors, consulting companies, advertising companies.
investment firms, leasing companies and other economic and trade organizations
(hereinafter referred to as foreign enterprises) within the People's Republic of
China.
Article 3 The foreign enterprises, when applying to set up
resident representative offices within the territory of People's Republic of
China, must have the approval of the MOFTEC of the People's Republic of China or
its empowered foreign trade and economic cooperation commissions (departments)
of the provinces, autonomous regions, cities under the direct Jurisdiction of
the State Council and cities enjoying the provincial status in planning
(hereinafter referred to as approving departments) and go through the
formalities of registration at the State Administration for Industry and
Commerce of the People's Republic of China or its empowered bureaus for industry
and commerce (hereinafter referred to as the registration departments) of the
provinces, autonomous regions, cities under the direct Jurisdiction of the State
Council and cities enjoying the provincial status in planning .
Article 4 The resident representative offices of the foreign
enterprises may engage in non-direct business activities and may, on behalf of
their enterprises, conduct business liaison activities, product introductions,
market studies and technical exchanges, which are within their business scopes.
Article 5 Without the approval and registration, foreign
enterprises are not allowed to set up their resident representative offices in
the People's Republic of China and to conduct business activities permitted by
the detailed rules.
Article 6 The resident representative offices of the foreign
enterprises and their personnel must abide by the laws and regulations of the
People's Republic of China and must not damage its safety and social and public
interests.
Article 7 While carrying out various business activities
permitted by the detailed rules, the resident representative offices of the
foreign enterprises are protected by the laws of the People's Republic of China.
Article 8 The basic requirements for the foreign enterprises
to set up their resident representative offices:
1. The foreign enterprises must have been registered legally in its own
country;
2. The foreign enterprises must have good commercial credibility;
3. The foreign enterprises must provide various true and reliable materials
required by the detailed rules;
4. The foreign enterprises must go through the application formalities in
line with the detailed rules.
Chapter II
Establishment , Extension ,Change and Termination
Article 9 To establish a resident representative office in
the People's Republic of China, a foreign enterprise must present a written
application to the approving department, which will do the checking and will
decide its approval or disapproval within 30 work days and notify the foreign
enterprise in time.
Article 10 In applying for establishing a resident
representative office, a foreign enterprise must entrust a company, which has
been approved by the authoritative department of the People's Republic of China
to have the right to do foreign economic and trade businesses or a foreign
economic and trade organization or foreign affairs service unit which is
approved by the approving institutes, on behalf of the foreign enterprise. to
present all the necessary materials to the approving department concerned and go
through the formalities of application.
Article 11 When a company, or a foreign economic and trade
organization or a foreign affairs service unit directly under the ministry or a
commission of the People's Republic of China is entrusted for the application,
the application form should be sent to MOFTEC for examination and approval; when
an entity concerned to a province, or an autonomous region, or a municipality or
a city enjoying the provincial status in planning is entrusted for the
application the application form should be sent to the foreign economic and
trade commission (department) of the province, or the autonomous region, or the
municipality or the city that enjoys the provincial status in planning, for
examination and approval.
Article 12 When applying for setting up a resident
representative office, a foreign enterprise must provide the approving
department with the following materials:
1. An application form signed by the chairman or president of the enterprise
to define the brief introduction of the enterprise, the purpose of setting up
such an office, name of the office, resident personnel (chief representative,
representatives),business scope, term of residence and location of office;
2. Legal business certificate issued by the relevant authorities of the
country concerned (carbon copy); bank which has business ties with the
enterprise (original copy);
3. A certificate of capital credibility issued by the bank which has business
ties with the enterprise (original copy);
4. A letter of authorization of the chief representative and representatives
of the office appointed by the chairman or president of the enterprise, resumes
and IDs (duplicated copies) of the chief representative and representatives. If
the chief representative or a representative is the chairman, the letter of
authorization must be signed by more than two board directors of the enterprise.
The letter may be signed by the executive director if the enterprise does not
have a board of directors;
5. Fill in the "Form of the Establishment of Resident Representative Office
of Foreign Enterprise" and "Form of Personnel of Resident Representative Office
of Foreign Enterprise";
6. Other materials deemed necessary by the approving departments.
Article 13 The name of the resident representative office
should include the following contents:"country + enterprise name + city name +
representative office" .
Article 14 After the application is approved, the chief
representative of the resident representative office should go to the approving
department to get the letter of approval and then go to the registration
department to go through the formalities of registration within 30 days
beginning from the date of approval. The letter of approval will automatically
become invalid if no application is submitted for extension upon the expiration
of the term of residence and the approving department will call in the letter of
approval.
Article 15 Following the approval of the application and the
registration formalities, the resident representative office of the foreign
enterprise must go to the public security, taxation, customs and banking
institutions to go through relevant formalities with the letter of approval, and
the registration and representative certificates.
Article 16 The longest term of residence of the
representative office approved at one time is three years and the term is
counted from the date of the letter of approval is issued. If the term needs to
be extended upon expiration, the foreign enterprise may, through the entity it
entrusts for application, apply to the approving department for extension 60
days in advance
Article 17 When applying for extending the term of residence
of the representative office, a foreign enterprise must provide the approving
department with the following materials:
1. The letter of application for extension signed by the chairman or
president of the enterprise;
2. A report on the business activities in the first term of residence of the
resident representative office of the enterprise;
3. A certificate of its capital credibility (original copy) issued by the
bank which has business ties with the enterprise.
4. A legal business certificate (carbon copy) issued by the relevant
authorities of the country concerned;
5. Duplicated copies of the approval and registration certificates of the
resident representative office of the enterprise;
6. Fill in a "Report on Extending Term of Residence of the Resident
Representative Office of the Foreign Enterprise".
Article 18 Alter the application for extension of the term
of residence is approved, the approving department will issue the resident
representative office of the foreign enterprise a certificate of approval, and
the resident representative office is required to take the certificate of
approval to the registration department to go through the formalities of
extension and formalities of public security, taxation, customs and banking
within 30 days.
Article 19 If a foreign enterprise wants to change the name
of its resident representative office, change or add the chief representative or
representatives, change the business scope' term of residence and location of
the resident representative office, it must entrust the original entity for
application to present the original approving department a letter of application
signed by its chairman or president (the application for changing the location
of the office may be signed by the chief representative} and relevant materials
concerning the changes and fill in a "Report of Application for Changes of the
Resident Representative Office of the Foreign Enterprise". When the application
for a change is approved, the representative office should take the certificate
of approval to the original registration department and go through the
formalities of registration for changes and formalities of public security,
taxation, customs and banking within 30 days.
Article 20 When the tem of residence of the resident
representative office expires or the office is to terminate its business
activities ahead of the expiration, or the foreign enterprise decides to cancel
the office, it should, through the original entity it entrusts for application,
raise an application for cancellation signed by its chairman or president 30
days in advance and report to the original approving department for the record
and settle its liabilities, taxation and other relevant matters, and go through
the cancellation formalities of industrial and commercial registration, long
term residence and customs record.
Article 21 The certificates of application for
establishment, extension of term of residence, changes and cancellation of the
resident representative office of the foreign enterprise, and the authorization
certificates of the chief representative and the representatives should be
written in Chinese; if they are written in other languages, there must be a
Chinese version attached. Other reporting materials must also have such versions
if they are written in other languages.
Article 22 The approving departments have the right to
demand, when necessary, that all or part of the materials submitted for applying
for the establishment of the resident representative office be notarized by its
own country's notarizing agency and be attested by the embassy of the People's
Republic of China in the country.
Chapter III
Administration
Article 23 MOFTEC of the People's Republic of China and its
empowered foreign economic and trade commissions(departments) of various
provinces, autonomous regions, cities under the direct jurisdiction of the State
Council and cities enjoying the provincial status in planning and together with
other related departments exercise administration, supervision and inspection of
the resident representative offices of the foreign enterprises in accordance
with the "Interim Provisions on the Control of the Resident Representative
Offices of the Foreign Enterprises" by the State Council of the People's
Republic of China on October 30, 1980, and this set of detailed rules and other
relevant laws and regulations.
Article 24 The resident representative offices of the
foreign enterprises and their personnel should undertake all their activities in
relative to their entry and exit, residence, industry and commerce, taxation,
customs, foreign exchange management, employee recruitment, housing lease, etc.
in line with laws and regulations of the People's Republic of China, and accept
the administration, supervision and inspection of the authoritative departments
of the Chinese government.
Article 25 When a resident representative office of the
foreign enterprise wants to import exhibits to be displayed in its office, it
should apply to the original approving department with the list of the exhibits
attached. After this is approved, the representative office should take the
document of approval and the list of the exhibits to the local customs for the
check of the specific exhibits and their amount or number. The customs will
charge a guarantee fund equal to the amount of tax fee and then inspect and
clear in line with "Provisional Regulations of the Customs of the People's
Republic of China on the Supervision and Administration of the Temporary
Imports" and "Administrative Regulations of the Customs of the People's Republic
of China on Applying for Guarantee for Imports and Exports". The exhibits are
supervised by the customs within the period of guarantee and are not allowed to
be sold, transferred or given away as gifts. The exhibits must be re-shipped out
of China within six months beginning from the date of their entry and it the
foreign enterprise concerned fails to do so, the customs will handle them in
line with relevant regulations.
Article 26 A foreign enterprise bears all legal
responsibilities for all the business activities of its resident representative
office in the People's Republic of China.
Article 27 The foreign trade and economic cooperation
commissions (departments) of various provinces, antonomous regions, cities under
the direct jurisdiction of the State Council and cities enjoying the provincial
status should report the total number of the resident representative offices of
the foreign enterprises they have improved to be established to MOFTEC for the
record in January and July every year.
Article 28 When resident representative offices of the
foreign enterprises violate the laws, regulations of the People's Republic of
China and this set of detailed rules, MOFTEC and its empowered foreign trade and
economic cooperation commissions (departments) of various provinces, autonomous
regions, cities under the direct Jurisdiction of the State Council and cities
enjoying the provincial status in planning may give warning to or order their
close or even cancel the approvals of their establishment, according to the
seriousness of the cases.
Chapter IV
Qualifications of Chief Representative and Representatives
Article 29 The chief representative and representatives of
the resident representative offices of the foreign enterprises must have
following qualifications:
1. Foreign nationals who hold legal general passports (excluding foreign
students in China);
2. Chinese nationals who are qualified for long-term residence in foreign
countries;
3. Compatriots from Hong Kong, Macao and Taiwan who hold valid certificates;
4.If the foreign enterprise appoints Chinese national to be its chief
representative or representatives (excluding the Chinese nationals referred to
in the second clause of this article), it must entrust local foreign affairs
department or other departments concerned designated by the Government of the
People's Republic of China to go through formalities of applying for the
appointments in line with relevant laws and regulations of the People's Republic
of China.
Chapter V
Supplementary Provisions
Article 30 Foreign enterprises shall follow this set of
detailed rules in applying for sending resident representatives in the People's
Republic of China.
Article 31 Matters which are not covered in this set of
detailed rules shall be handled in line with relevant laws and regulations of
the People's Republic of China.
Article 32 Enterprises from Hong Kong, Macao and Taiwan
shall follow the set of the detailed rules when they apply for setting up
resident representative offices in the mainland.
Article 33 This set of detailed rules is to be interpreted
by the MOFTEC of the People's Republic of China.
Article 34 This set of detailed rules goes into
effectiveness as of the date of its promulgation. The effect of "Regulations on
Examining and Approving the Resident Representative Offices of Foreign, Hong
Kong and Macao Enterprises" issued on August 11, 1992 (No. 272 Document lssued
by the MOFTEC on Administration in 1992) becomes null at the same time.
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