Documents Required for Registration RO

On 10 November 2010, as adopted at the 132nd State Council Executive Meeting, the "Permanent Representative Offices of Foreign Enterprises Registration Management Regulations" ( hereinafter referred as “Registration Regulations” ) which came into effect from 1 March 2011, clearly defined the followings under the new administrative regulations, Chapter 23.

Article 23   The application for establishment of representative offices of foreign enterprises shall submit the following documents or materials to the registration authority:-

  • 1. The application form for establishing representative offices ;
  • 2. Address proof and legal business certificate signifying the foreign enterprises surviving 2 years or more ;
  • 3. Charter of the foreign corporate or its organizational constitutions ;
  • 4. The Chief Representative and Representatives’ power of attorney issued by its master foreign company ;
  • 5. The identification and resumes of the Chief Representative ;
  • 6. The Credit Certificate issued by financial institution which has previous business dealings with foreign companies ;
  • 7. The legitimate right to occupy the place by the Representative Office.

Laws, administrative regulations or the State Council will approve the establishment of representative offices, subject to the foreign enterprise shall within 90 days from the date of approval of the registration authority for establishment registration, register and submit the relevant approval documents.

China international treaties which concluded or acceded to the agreement provides that, for the establishment of representative bodies which propose to engage in business activities, it should be in accordance with the laws, administrative regulations or the State Council to submit the appropriate documentation.

Meanwhile, the provision of The Industry and Commerce Administration - "Foreign ( Regional ) Enterprises Resident Representative Office Registration Application" expressly states:-

  • 1.   All documents submitted must be signed by use of black or blue-black pen ;
  • 2.   In case of foreign language, the submission is required to submit with a stamped documents with the seal of the Chinese translation version ;
  • 3.   For foreign companies: it should clearly stipulated the establishment duration - it must be founded for at least 2 years ;
  • 4.   Evidence for the legitimate right to occupy the place by the Rep Office (either free premises or hiring), if hiring, it clearly states out in the lease agreement for more than one year and a copy of the proof of property rights should be submitted ;
  • 5.   Under the new administrative regulations, promulgated in Article 23 of Chapter 3, items (2) to ( 6) of the paper clearly provides that, it must be under  the notarization by the nation or the regional public notary that the foreign company belongs to and makes collar by the embassy of the country ( or hosted regional ).    For Hong Kong or Macau enterprise, it is required to submit certification certified by the China-Appointed Attesting Officer  and is approved by the China Legal Service ( Hong Kong ) Limited , China Legal Services ( Macau ) Limited transmitting stamped seal ; in the case of Taiwan enterprise , it shall be submitted by the  Local notary public  notary ( applicable within the scope of the Guangdong Province and the  Guangdong Provincial Notary verification ; for other areas, they should be in accordance with the local administration of the provisions ).
  • 6.   If the Chief Representative or the Representative is a Chinese citizen, its proof of identity.   It can be without notary certification.

The above terms are quite clear.   But there is some confused area:  Chapter 3, Article 23 (2) - Surviving for 2 years or more legitimate business proof.  There is no explanation in writing - What is included in these operating prove specific documents.   It may because there is no clear understanding about the operation of foreign companies and we are still in course of groping.

We have consulted the staff of Industry and Commerce Administration and their feedback are as follows:    The notarization work which is done by a notary public lawyer is sufficient.   In fact, the lawyer will certify the documents that the clients provide and follow the direction given.   The answer provided by the staff shows that they have no idea about the companies bill of various jurisdictions.

Thus, it is important to seek a professional agency consultation to have a better understanding in order to avoid retroactive that requires re-notarized documents, duplicate fees charged and time-costing.