The Registration of Foreign Investment Enterprise

I. Establishment

1. Establishment of Foreign-invested Limited Liability Company
(1)Application for Registration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Approval Notification of Enterprise Name;
(3)Contract & articles of association; Written reply by the governing authority;
(4)Certification of Approval (duplicate 1);
(5)Contract of house leasing (lease for more than one year ),and real estate certificate
(6)Reference letter of foreign investors’ banking credibility;
(7)Appointment letter of the members of Board of Directors & their valid ID copies;
(8)Other pertinent documents and credentials.

2. Establishment of Foreign-invested Limited Company by Shares
(1)Application for Registration of a Foreign-invested Enterprise signed by the Legal Representative；
(2) Approval Notification of Enterprise Name;
(3) Written reply by Ministry of Commerce;
(4) Certification of Approval (duplicate 1);
(5) Minutes of the Founding Meeting;
(6) Articles of Association;
(7) Auditors' report on financial matters relating to the preparations for establishment of the company;
(8)Capital Verification Report;
(9) Certificate of the Legal Representative to hold the post, and his valid ID copy；
(10)Directors, Supervisors & Managers’ certificate of their Appointment, Election or Engagement, and their valid ID copies；
(11)Contract of house leasing (lease for more than one year ),and real estate certificate
(12)Other pertinent documents and credentials.

II. Registration of Alteration
1. Alteration of Enterprise Name
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Approval Notification of Enterprise Name;
(3)Resolution of Board of Directors;
(4)Business License (original & duplicates);
(5)Other pertinent documents and credentials.

2.Alteration of Domicile
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Contract of house leasing (lease for more than one year ),and real estate certificate;
(3)Resolution of Board of Directors;
(4)Business License (original & duplicates);
(5)Other pertinent documents and credentials.

3. Alteration of Business Scope
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Written reply by the governing authority;
(3)Certification of Approval (duplicate 1);
(4)Resolution of Board of Directors;
(5)Amendment of the contract & articles of association;
(6)Business License (original & duplicates);
(7)Other pertinent documents and credentials.

4. Alteration of Total Investment & Registered Capital
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Written reply by the governing authority;
(3)Certification of Approval (duplicate 1)；
(4)Resolution of Board of Directors；
(5)Amendment of the contract & articles of association；
(6)Certificate of New investors’ Commencement issued by its local authority;
(7)Reference letter of foreign investors’ banking credibility;
(8)Business License (original & duplicates)；
(9)3 Announcements in the newspapers; Statement on surety of credit & debit;
(10)Other pertinent documents and credentials.

5. Alteration of Legal Representative
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Resolution of Board of Directors;
(3)Appointment letter, valid ID copy & Registration Form of Legal Representative;
(4)Business License (original & duplicates);
(5)Other pertinent documents and credentials.

6. Alteration of Term of Operation
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Written reply by the governing authority;
(3)Certification of Approval (duplicate 1)；
(4)Resolution of Board of Directors;
(5)Amendment of the contract & articles of association；
(6)Business License (original & duplicates)；
(7)Other pertinent documents and credentials.

7. Transfer of Company Shares
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Written reply by the governing authority;
(3)Certification of Approval (duplicate 1)；
(4)Resolution of Board of Directors;
(5)Amendment of the contract & articles of association；
(6)Agreement on the Transfer of Company Shares；
(7)Waiver of preemptive right by other investors;
(8)Certificate of New investors’ Commencement issued by its local authority;
(9)Reference letter of foreign investors’ banking credibility;
(10)Business License (original & duplicates);
(11)Other pertinent documents and credentials.

8. Alteration form a Domestic-invested Enterprise to a Foreign-invested Enterprise
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Resolution of Shareholders;
(3)Written reply by the governing authority;
(4)Certification of Approval (duplicate 1)；
(5)Contract & articles of association;
(6)Agreement on the Transfer of Company Shares；
(7)Waiver of preemptive right by other investors;
(8)Approval Notification of Alteration by Domestic-invested Enterprise
(9) Other pertinent documents and credentials.

9. Alteration form a Foreign-invested Enterprise to a Domestic-invested Enterprise
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Resolution of Board of Directors;
(3)Written reply by the governing authority;
(4)Agreement on the Transfer of Company Shares；
(5)Duty-paid proof by Tax Authority & Customs House;
(6)Business License (original & duplicates);
(7)Other pertinent documents and credentials.

10. Alteration among Chinese-foreign joint venture, Chinese-foreign cooperative joint venture & Foreign-funded enterprise
(1)Application for Alteration of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Resolution of Board of Directors;
(3)Written reply by the governing authority;
(4)Certification of Approval (duplicate 1)；
(5)Amendment of the contract & articles of association；
(6)Agreement on the Transfer of Company Shares or Agreement on the Termination of the Chinese-foreign cooperative contract；
(7)Waiver of preemptive right by other investors;
(8)Certificate of New investors’ Commencement issued by its local authority;
(9)Reference letter of foreign investors’ banking credibility;
(10)Business License (original & duplicates)；
(11)Other pertinent documents and credentials.

III Cancellation
1． Application for Deregistration of a Foreign-invested Enterprise signed by the Legal Representative;
2．Resolution of Board of Directors;
3．Written reply by the governing authority;
4．Duty-paid proof by Tax Authority & Customs House;
6．Liquidation report proved by Board of Directors;
7．Business License (original & duplicates), the chop;
8．Other pertinent documents and credentials.

IV. Filing
1. Alteration of Association
(1)Application for Filing of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Resolution of Board of Directors;
(3)Written reply by the governing authority;
(4)Copy of Business License;
(5)Amendment of the contract & articles of association；
(6)Other pertinent documents and credentials.

2.Alteration of Board members
(1)Application for Filing of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Appointment letter of the members of Board of Directors & their valid ID copies;
(3)Copy of Business License;
(4)Other pertinent documents and credentials.

3.Pledge of Company Shares
(1)Application for Filing of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Written reply by the governing authority；
(3)Resolution of Board of Directors;
(4)Agreement on Pledge of Company Shares;
(5)Statement of other investors on their consent of pledge;
(6)Copy of Business License;
(7)Other pertinent documents and credentials.

4.Mortgage of Real Estate of the Foreign-funded Enterprises
(1)Application for Filing of a Foreign-invested Enterprise signed by the Legal Representative;
(2)Written reply by the governing authority；
(3)Resolution of Board of Directors;
(4)Agreement on Mortgage of Real Estate of the Foreign-funded Enterprises;
(5)Copy of Business License;
(6)Other pertinent documents and credentials.