Detailed
Rules of the Ministry of Foreign Trade and Economic Co-operation for the Implementation of the
Examination-Approval and Administration of the Resident
Representative offices of Foreign Enterprises in China
(Promulgated on February 13, 1995)
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Chapter 1 General Principles
Article 1
With a view to developing China's foreign trade, promoting
international economic cooperation and fortifying the administration of
the resident representative offices of foreign companies, enterprises and
other economic entitles in the People's Republic of China, the present
Detailed Rules are formulated in accordance with the Interim Provisions
Concerning the Administration of the Resident Representative Offices in
China of Foreign Enterprises, which were promulgated by the State Council
of the People's Republic of China on October 30, 1980.
Article
2
These Detailed Rules shall apply to the resident
representative
offices set up within the territory of the People's Republic of China by
foreign traders, manufacturers, shipping agents, contractors, consultant
companies, advertising agencies, investment companies, leasing companies
and other economic entities (hereinafter called "foreign
enterprises").
Article 3
A foreign enterprise which applies for the
establishment of its
resident representative office in the territory of the People's Republic
of China shall, upon approval by the Ministry of Foreign Trade and
Economic Cooperation or its authorized commissions for foreign trade and
economic relations (hereinafter called the "examination-approval
authorities") of the provinces, autonomous regions, municipalities
directly under the Central Government and of cities with separate listing
in the state plan, register with the State Administration for Industry and
Commerce or its authorized administrations for industry and commerce
(hereinafter called the "registration authorities") of the provinces,
autonomous regions, municipalities directly under the Central Government
and of the cities with separate listing in the state plan.
Article
4
The resident representative office of a foreign enterprise may, on its
behalf and within its business scope, be engaged in such indirect business
activities as business liaison, products recommendation, market research,
technological exchange, etc. in the territory of the People's Republic of
China.
Article
5
Without prior approval and registration, no
foreign enterprise shall
have its resident representative office or be engaged in any of the
business activities set forth in these Rules in the territory of the
People's Republic of China.
Article
6
The resident representative office and its staff
members of a foreign
enterprise shall abide by the laws and regulations of, and shall not
injure the national security and social public interests of the People's
Republic of China.
Article
7
The
business activities conducted by the resident representative
office and its staff members of a foreign enterprise pursuant to these
Rules shall be protected by law of the People's Republic of China.
Article
8
The essential conditions and requirements for a
foreign enterprise to
apply for the establishment of a resident representative office are as
follows:
(1) the enterprise must be legally registered in the country where it is
located;
(2) the enterprise must enjoy a good commercial reputation;
(3) the enterprise must provide the authentic and reliable materials and documents required by these Rules; and
(4) the enterprise must go through the registration and application procedures as provided for in these Rules.
Chapter 2 Establishment, Extension, Alteration and Termination
Article 9
A foreign enterprise which applies for the establishment of a resident
representative office in the territory of the People's Republic of China
shall submit to the examination and approval authorities a written
application. The examination and approval authorities shall, within thirty
(30) working days, decide whether to approve or disapprove it, and inform
the foreign enterprise in due course.
Article
10
A foreign enterprise which applies for the
establishment of a resident
representative office shall commission as its undertaking agency a company
which is approved by the competent authorities of the People's Republic of
China and enjoys the right of foreign trade operation, or a foreign
economic relations and trade entity or a service unit for foreigners
recognized by the examination and approval authorities to submit, on its
behalf, to the examination and approval authorities all the documents and
materials and go through the application and registration procedures.
Article
11
Applications for the establishment of resident
representative offices
undertaken by the companies, foreign economic relations and trade
entities, services units for foreigners directly under the ministries and
commissions of the State Council shall be submitted to the Ministry of
Foreign Trade and Economic Cooperation for examination and approval; those
undertaken by the companies, foreign economic relations and trade
entities, service units for foreigners of the provinces, autonomous
regions, municipalities directly under the Central Government and cities
with separate listing in the state plan shall be submitted to the local
commissions (offices) for foreign economic relations and trade at the
same level for examination and approval.
Article
12
A foreign enterprise which applies for the
establishment of a resident
representative office shall submit to the examination and approval
authorities the following documents:
(1) an application signed by chairman of the board of directors or
general manager of the enterprise with the inclusion of: a brief
introduction of the enterprise, purpose of such establishment, and the
name, personnel accredited (chief representative and representatives),
scope of business, residence period, office location, etc. of the resident
representative office;
(2) a certificate of legal operation (transcript) issued by the
competent authority of the country where the enterprise is located;
(3) a certificate of credit (original) issued by a bank which has
business relations with the enterprise;
(4) letters of authorization signed by the chairman of the board of
directors or general manager of the enterprise for commissioning the chief representative
and representative(s) of the resident representative
office, and resumes of the chief representative and representatives and
their identity cards (duplicate). If the chairman of the board of
directors is appointed as the chief representative or representative, the
letter of authorization shall be signed by no less than two members of the
board of directors of the enterprise. In case there is no board of
directors in the enterprise, relevant papers shall be signed by the
executive director;
(5) a completed Application Form for the Establishment of Resident
Representative Office of Foreign Enterprises and a completed Application
Form for the Staff Members of Resident Representative Offices of Foreign
Enterprises; and
(6) other application materials which the examination and approval
authorities deem necessary.
Article
13
The resident representative office of a foreign
enterprise shall be
named in the form of Name of Origin Country + Name of Enterprise + Name of
City + Representative Office.
Article
14
After the enterprise acquires the approval for
establishment of a
resident representative office, the chief representative of the office
shall, within thirty days from the date of receipt of the approval,
register with the registration authorities by producing the certificate of
approval. In case of failure to go through the registration formalities
within the time limit, the certificate of approval shall be invalid
automatically and shall be revoked by the examination and approval
authorities.
Article
15
The resident representative office of a foreign enterprise shall,
within thirty days after it has acquired the approval of its application
and conducted its registration, go through the formalities with the public
security organs, tax authorities, customs administration and banking units
by presenting the certificate of approval, registration certificate and
certificate of representative.
Article
16
The maximum residence period of the resident
representative office of
a foreign enterprise by one approval shall be not longer than three years.
The residence period shall begin on the day of the issuance of the
certificate of approval. Where the foreign enterprise intends to extend
the period, it shall, sixty days before the expiration of the period,
submit an application to the examination and approval authorities through
the original undertaking agency and go through formalities for the
extension.
Article
17
The resident representative office of a foreign
enterprise which
applies for extension shall provide the examination and approval
authorities with the following documents;
(1) an application for extension signed by the chairman or general
manager of the enterprise;
(2) a business report of the resident representative office during the
last residence period;
(3) a certificate of credit (original) issued by a bank which has
business relations with the enterprise;
(4) a certificate of legal operation (transcript) issued by the
competent authority of the country where the enterprise is located;
(5) a duplicate certificate of approval and a certificate of
registration of the resident representative office; and
(6) an Application Form for Extension of Resident Representative
Offices of Foreign Enterprises.
Article
18
The
resident representative office of a foreign enterprise which had
its application for extension approved and obtained a certificate of
approval for extension issued by the examination and approval authorities
shall, within thirty days after receipt of the approval and by presenting
such certificate, go through the formalities with the registration
authorities for extension and the formalities with the public security
organs, tax authorities, customs administration, banking units, etc.
Article
19
Where a foreign enterprise requests for an
alteration of its name, a
replacement or an addition of the chief representative or representative
(s), or an alteration of the business scope, residence period or office
location of its resident representative office, it shall, through the
original undertaking agency, provide the original examination and approval
authorities with an application for alteration signed by the chairman or
general manager of the enterprise together with materials relevant to such
alterations, and shall fill in the Application Form for Alteration of
Resident Representative Offices of Foreign Enterprises. Upon the approval, the resident representative office shall, within thirty days and by
presenting the certificate of approval for alteration, go through the
formalities with the registration authorities for alteration and the
formalities with the public security organs, tax authorities, customs
administration, banking units, etc.
Article
20
Where a foreign enterprise applies for a
revocation of its resident
representative office due to the expiration of the residence period or for
a termination of the business operation before such expiration, an
application for cancellation signed by the chairman of the board of
directors or general manager of the enterprise shall, thirty days before
the expiration, be submitted by the original undertaking agency to the
original examination and approval authorities for record, and the
formalities of cancellation pertaining to registration of industry and
commerce, permanent residence and record at customs shall be gone through
after the clear-ups of debts and taxes and other issues.
Article
21
The applications concerning the establishment,
extension, alteration
and revocation as well as the letters of authorization for the chief
representative and representative (s) of the resident representative
office of a foreign enterprise shall be written in the Chinese language;
if done in other languages, a translation in the Chinese language shall be
attached hereto. Should languages other than the Chinese language be used
in other materials for application, a translation in the Chinese language
shall be attached hereto.
Article
22
The examination and approval authorities shall be
entitled to, when it
deems necessary, require the foreign enterprise which applies for the
establishment of a resident representative office to have all or part of
the materials for application notarized by the notary organ of the country
where the enterprise is located, and to have them certified by the Chinese
embassy or consulate in the country where the enterprise is located.
Chapter 3 Administration
Article 23
The Ministry of Foreign Trade and Economic Cooperation of the People's
Republic of China and its authorized commissions (offices) for foreign
economic relations and trade of the provinces, autonomous regions,
municipalities directly under the Central Government and cities with
separate listing in the state plan shall, in accordance with the Interim
Provisions Concerning the Administration of the Resident Representative
Offices of Foreign Enterprises in China promulgated by the State Council
of the People's Republic of China on October 30, 1980 and the present Rules
as well as relevant laws and regulations and jointly with other
departments concerned, conduct administration, supervision and inspection
of (over) the business activities of the resident representative offices
of foreign enterprises.
Article
24
Resident representative offices of foreign
enterprises and their staff
members shall comply with the laws and regulations of the People's
Republic of China in respect of entry and exit, residence, industry and
commerce, taxation, customs, foreign exchange control, employment of
staff members, house-renting and other matters and be subject to the
administration, supervision and inspection from the competent departments
of the Chinese Government.
Article
25
Resident representative offices of foreign enterprises which import
exhibits for display on their business premises shall submit to the
original examination and approval authorities an application attached with
a list of import exhibits, and, upon approval, report to the Customs of
the cities where the offices are located for varied and quantitative
verification by presenting the approval documents. The Customs shall, in
accordance with the Measures of the Customs of the People's Republic of
China on Control over Imports for Temporary Purpose and the Regulations of
the Customs of the People's Republic of China on the Application for
Guarantees for Import and Export Goods, give check and clearance of the
exhibits after collecting guaranty money equivalent to the duties. Exhibits in the guaranty period shall be subject to the Customs control,
and shall not be sold, transferred or granted. The exhibits shall, within
six months from the day on which they were imported, be re-exported;
failure to do that within the period specified, they shall be dealt with
in accordance with related provisions.
Article
26
A foreign enterprise shall be responsible legally
for all the business
activities conducted by its resident representative office within the
territory of the People's Republic of China.
Article
27
The commissions (offices) for foreign economic
relations and trade of
the provinces, autonomous regions, municipalities directly under the
Central Government and cities with separate listing in the state plan
shall, in every January and July, present data concerning all the resident
representative offices they approved in the year to the Ministry of
Foreign Trade and Economic Cooperation for record.
Article
28
The Ministry of Foreign Trade and Economic
Cooperation and its
authorized commissions (offices) for foreign economic relations and trade
of the provinces, autonomous regions, municipalities directly under the
Central Government and cities with separate listing in the state plan
shall, depending on the seriousness of the case, impose such sanctions as
disciplinary warning, suspension of business upon instruction and
revocation of the approval on the resident representative offices of
foreign enterprises which violate laws and regulations of the People's
Republic of China and the present Rules.
Chapter 4 Qualifications for Chief Representative and Representative(s)
Article 29
The chief representative and representative (s) of the resident
offices of foreign enterprises shall meet one of the following
qualifications:
(1) a foreign citizen with a legitimate passport (excluding foreign
students studying in China);
(2) a Chinese citizen who has the right of permanent residence in a
foreign country;
(3)
compatriots from Hong Kong, Macao or Taiwan with valid
credentials; or
(4) where a Chinese citizen (excluding Chinese citizens mentioned in
Item 2 of this Article) is employed as the chief representative or
representative of its resident representative office, a foreign enterprise
shall entrust a local service unit for foreigners or other entity
designated by the Government of the People's Republic of China to process
the application and report in accordance with relevant laws and
regulations of the People's Republic of China.
Chapter 5 Supplementary Provisions
Article 30
The present Rules shall apply, mutatis mutandis, to foreign
enterprises which apply for the commission of their permanent
representatives in China.
Article
31
Affairs not covered in these Rules shall be dealt
with in accordance
with related laws and regulations of the People's Republic of China.
Article
32
The present Rules shall apply, mutatis mutandis,
to enterprises in
Hong Kong, Macao and Taiwan which apply for the establishment of their
resident representative offices in the mainland areas of China.
Article
33
The authorities of interpretation of the present
Rules resides in the
Ministry of Foreign Trade and Economic Cooperation of the People's
Republic of China.
Article
34
The present Rules shall enter into force as of the
date of their
promulgation, and the provisions pertaining to Issues for the Examination
and Approval of Resident Representative Offices of Foreign Enterprises and
of Enterprises in Hong Kong and Macao (No. 272 by Wai Jing Mao Guan) shall
be abrogated on the same day.
