Detail Rules of the MOFTEC
on the Approval and Control of
Resident Representative Offices of Foreign Enterprises
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【Promulgation Date】02-13-1995
【Effective Date】02-13-1995
【Promulgated By】Ministry of Foreign Trade & Economic Commissiom
of P.R.C.;
【Subject】Foreign Representative Offices;
【Text】Detailed Rules of the Ministry of Foreign Trade and Economic
Commissiom of
P.R.C.(MOFTEC) on
the Approval and Control of Resident Representative
Offices of Foreign
Enterprises
( According to a
decree signed by Wu Yi, Minister of MOFTEC on February 13, 1995,
the present “Detailed Rules on the Approval and Control of the Resident
Representative Offices of the Foreign Enterprises” became effective
as of the date of its promulgation on March 17, 1995. Following
is the full text of the “Detailed Rules”.)
Contents
Chapter One General
Provisions
Chapter Two Establishment,
Extension, Change and Termination
Chapter Three Administration
Chapter Four Qualifications
of Chief Representative and Representatives
Chapter Five Appendix
Chapter One General Provisions
Article 1 This set of detailed
rules are formulated to promote Chinas 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 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
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
nondirect 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;
and
4. The foreign enterprises must go through
the application
formalities in line with the detailed rules.
Chapter Two 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 workdays 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, to, on behalf of the foreign enterprise,
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);
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”;
and
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 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 (3) 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
of 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; and
6. Fill in a “Report on Extending Term of
Residence of the Resident Representative Office of the Foreign Enterprise”.
Article 18 After 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 term
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 countrys
notarizing agency and be attested by the embassy of the People's
Republic of China in the country.
Chapter Three 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, municipalities 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 reshipped out of China within six months beginning
from the date of their entry and if 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, autonomous 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 enterprise 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 Four 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
longterm residence in foreign countries;
3. Compatriots from Hong Kong, Macao and
Taiwan who hold valid certificates; and
4.If the foreign enterprise appoints Chinese
national to be its chief representative or representatives (excluding
the Chinese national 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 Five Appendix
Article 30 Foreign enterprises
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 following 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 effect 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 Issued by the MOFTEC
on Administration in 1992) became null at the same time.
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