Step 1. Apply and claim for approval certificate of establishment of foreign-funded enterprise.
First, you should declare projects, then submit feasibility report, contract, Articles of Association, apply for approval from foreign economic and trade approval authorities, and obtain approval certificate.
The following materials shall be submitted specifically:
1. fill in the Application for Foreign-Funded Enterprise,
2. business license of foreign investor, business registration certificate, bank reference letter;
3. business license of Chinese investor;
4. project proposal and approval files;
5. feasibility study report and approval files;
6. contract, Articles of Association ( including foreign language text ) and attachment as well as approval files;
7. list of board of directors, Chairman, composition of directors and appointment certificate;
8. name registration;
9. office leasing agreement or house ownership certificate, etc.
Step 2. Transact business registration.
Before obtaining approval certificate of foreign-funded enterprises, you should first implement enterprise name pre-approval. Fill in the Application for Enterprise (Company) Name Pre-Approval, which shall be signed and sealed by shareholders (signed by natural person shareholder, sealed by legal person shareholder), apply for enterprise or company name reserve to the industrial and commercial department, and obtain the Notification for Enterprise ( Company ) Name Pre-Approval. Foreign-funded enterprise established as approved by the governmental foreign trade department shall transact registration in the Administration for Industry & Commerce within 30 days after obtaining the approval certificate.
Foreign-funded company shall submit the following materials for registration in China:
1. Application for registration of foreign-funded enterprise, signed by the Chairman and the Deputy Chairman;
2. Contract, Articles of Association (including attachment, both in Chinese and in foreign language), as well as approval files and approval certificates from approving authority (duplicate);
3. Project proposal, feasibility study report and approval files; business license issued by the competent governmental department of the country (district) where the investor is located;
4. Bank reference letter of the investor;
5. List and members of board of directors, appointment (employment) files of both the Chairman and the Deputy Chairman, identity certificates of the above personnel;
6. Registration of legal representative of foreign-funded enterprise; use certificate of enterprise domicile, and if the enterprise domicile is rented, house-leasing agreement (tenancy term shall be 1 year and more) and property ownership certificate of the lessor shall be submitted;
7. If urban construction (including land, water supply, power supply, gas supply, communication, etc.) and environmental protection are involved, approval from relevant competent authority shall be submitted;
8. Those involving in projects for which the country has specific regulations shall also submit approval files from relevant competent authority;
9. After obtaining business license, foreign-funded enterprise could carve the company seal.
Step 3. Transact foreign exchange registration procedure.
Foreign-funded enterprises shall, within 30 days upon the day of issue of business license, transact foreign exchange registration procedures in the Administration of Exchange Control where the registration takes place, to collect Certificate of Foreign Exchange Registration for Foreign-Funded Enterprise, and shall submit the following materials (copy):
1. effective contract and Articles of Association as approved by the approving authority;
2. approval certificate issued by the approving authority;
3. business license and duplicate issued by the Administration for Industry & Commerce, etc.
After reviewing the aforesaid files, the Administration of Exchange Control would fill in and issue Certificate of Foreign Exchange Registration for Foreign-Funded Enterprise.
Holding the Certificate of Foreign Exchange Registration for Foreign-Funded Enterprise, enterprises shall go to the bank assigned by the local foreign exchange bureau to open foreign exchange account.
If approved by the Administration of Exchange Control, foreign funded enterprises could also open foreign exchange account in the financial institutions in other domestic district other than the place of registration, or in overseas financial institution.
Step 4.Bank account opening.
1. Open foreign exchange account. Foreign-funded enterprises could choose any bank, which had been approved to run foreign exchange transactions, to open foreign exchange account. Upon account opening, the following materials (copy) shall be submitted to the bank: business license issued by the Administration for Industry & Commerce; approval certificate issued by approving authority, etc.
2. Open RMB account. Foreign-funded enterprises could choose any bank, which had been approved to run RMB transactions, to open RMB account. Upon account opening, the following materials shall be submitted to the bank: business license issued by the Administration for Industry & Commerce; approval certificate issued by approving authority, etc.
Step 5.Tax registration.
Foreign-funded enterprises shall, within 30 days upon the day of collection of business license, apply for transaction of tax registration to the competent tax authority, holding the following materials (copy):
1. duplicate business license issued by the Administration for Industry & Commerce; 2. contract, Articles of Association as well as their approval files;
3. approval file issued by the approving authority;
4. feasibility study report and its approval file;
5. list of members of the board of directors, etc.
Step 6.Customs filing procedures.
When implementing customs registration, the foreign-funded enterprises shall submit the following materials:
1. approval certificate issued by the approving authority;
2. business license issued by the Administration for Industry & Commerce;
3. contract and Articles of Association of the enterprise;
4. list of approved imported equipment;
5. capital verification report of the enterprise, etc.
The following materials shall be submitted for approval of tax collection and exemption for imported and exported goods:
1. application of tax collection and exemption for imported and exported goods; 2. invoices of goods;
3. photocopy of import and export license, etc.
The following materials shall be submitted for customs clearance and goods delivery:
1. customs declaration for imported or exported goods of enterprise;
2. invoices of goods; packing list; certificate of tax collection and exemption for imported and exported goods ( if tax exemption if available );
3. shipping (delivery) bill;
4. import and export certificate, etc.
