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 Article:
1 2 3
4 5 6
7 8
Chapter: II Article: 9
10 11 12
13 14 15
16 17 18
19 20 21
22
Chapter: III Article: 23
24 25 26
27 28
Chapter: IV Article: 29
Chapter: V Article: 30
31 32 33
34
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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