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SAMR is the competent authority for corporate registration of foreign investment.

Since January 1, 2020, there is no approval for restricted foreign investment or record-filing of permitted and encouraged foreign investment anymore. MOFCOM is therefore no longer the approving/filling authority but in charge of the foreign investment information report.

Incorporation documents

– What are the key incorporation documents of an FIE? 

The following documents shall be submitted to SAMR for the incorporation of a WFOE:

  • Application form of pre-approval for the company’s name: this document shall be signed by the authorized representative of the shareholder;
  • Articles of Association of the company: this document shall be signed by the authorized representative of the shareholder;
  • Appointment letter of the legal representative, the executive director, supervisor: this document shall be signed by the authorized representative of the shareholder;
  • Appointment letter of general manager: this document shall be signed by director(s);
  • Applicant form for the WFOE registration: this document shall be signed by the authorized representative of the shareholder, legal representative, supervisor and director(s) financial manager , and the contact person of the WFOE;
  • Passport copies of the director(s), supervisor(s) and legal representative and general manager;
  • Certificate of incorporation of the WFOE’s shareholder: the notarization and legalization of this document shall be done in the country where the WFOE’s shareholder is registered;
  • Lease agreement for the premises to be used by the WFOE: the lease agreement shall be signed by the proposed legal presentative of the company and the landlord;
  • Lease documents including but not limited to copy of Real estate ownership certificate signed/choppd by the landlord, real estate registration sheet, copy of the landlord’s identification documents (ID or chopped business license) and other necessary documents requested; and
  • ID copy and contact information of the financial manager, or the appointed CPA, and the contact person of the WFOE, such person shall not be the legal representative of the WFOE.
  • Application form of pre-approval for the company’s name: this document shall be signed by the authorized representative of the shareholder;
  • Articles of Association of the company: this document shall be signed by the authorized representative of the shareholder;
  • Appointment letter of the legal representative, the executive director, supervisor: this document shall be signed by the authorized representative of the shareholder;
  • Appointment letter of general manager: this document shall be signed by director(s);
  • Applicant form for the FIE registration: this document shall be signed by the authorized representatives of the shareholders, legal representative, supervisor(s) and director(s), financial manager , and the contact person of the WFOE;
  • Passport copies of the director(s), supervisor(s) and legal representative and general manager;
  • Certificate of incorporation of the shareholder(s): the notarization and legalization of this document shall be done in the country where the  shareholder is registered;
  • Lease agreement for the premises to be used by the FIE: the lease agreement shall be signed by the proposed legal presentative of the company and the landlord;
  • Lease documents including but not limited to copy of Real estate ownership certificate signed/choppd by the landlord, real estate registration sheet, copy of the landlord’s identification documents (ID or chopped business license) and other necessary documents requested; and
  • ID copy and contact information of the financial manager, or the appointed CPA, and the contact person of the FIE, such person shall not be the legal representative of the FIE.
  • Application form of pre-approval for the company’s name: this document shall be signed by the authorized representative of the shareholder;
  • Articles of Association of the company: this document shall be signed by the authorized representative of the shareholder;
  • Appointment letter of the legal representative, the executive director, supervisor: this document shall be signed by the authorized representative of the shareholder;
  • Appointment letter of general manager: this document shall be signed by director(s);
  • Applicant form for the WFOE registration: this document shall be signed by the authorized representative of the shareholder, legal representative, supervisor and director(s) financial manager , and the contact person of the WFOE;
  • Passport copies of the director(s), supervisor(s) and legal representative and general manager;
  • Certificate of incorporation of the WFOE’s shareholder: the notarization and legalization of this document shall be done in the country where the WFOE’s shareholder is registered;
  • Lease agreement for the premises to be used by the WFOE: the lease agreement shall be signed by the proposed legal presentative of the company and the landlord;
  • Lease documents including but not limited to copy of Real estate ownership certificate signed/choppd by the landlord, real estate registration sheet, copy of the landlord’s identification documents (ID or chopped business license) and other necessary documents requested; and
  • ID copy and contact information of the financial manager, or the appointed CPA, and the contact person of the WFOE, such person shall not be the legal representative of the WFOE.

For a joint venture company, the shareholders’ agreement shall be included in the incorporation documents.

Issuance of the business license

Upon issuance of business license by the competent SAMR, the FIE will be formally established under PRC law and can start to operate its activities except for post-approval and/or registration, e.g. environmental assessment, shall be obtained before the operation.

Post-incorporation  approval (e.g. Environmental)

For incorporation of certain FIEs in manufacturing business, an environmental impact assessment report (EIA) on the construction of factory and process of manufacturing shall be submitted to and approved by the Environmental Protection Bureau. The EIA shall be conducted by a qualified environmental evaluation agency.

A re-assessment report may be required where major changes are made to a project’s characteristics such as nature, scale, location, production process or waste treatment measures, or where construction of the project has not started within five years after approval.     

-> This article may also be of interest to you : Representative Offices – Investment Options in China

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