外商投资企业注册登记指南(中英文对照)
Guidance on RegistrationDocuments(one copy for each) for name approval application of foreign (including Hong Kong, Taiwan and Macao) invested enterprises1. The "application for name pre-approval of foreign invested enterprises" signed by all investors; 全体投资人签署的《外商投资企业名称预先核准申请书》；2. Photocopies of qualification certificates of all investors; 全体投资人的资格证明复印件；3. Other relevant documents and certificates; 其他有关文件、证件；Documents for registration of establishment of a Foreign-, Hong Kong-, Macao-or Taiwan-Invested enterprise (one copy for each)For registration of establishment of a Foreign-Invested company1、"The establishment registration application Form for foreign invested Enterprises" by the legal representative to be appointed 拟任法定代表人签署的《外商投资的公司设立登记申请书》2、The approval document issued by the approval authority (one duplicate of official reply and approval certificate); 审批机关的批准文件（批复和批准证书副本1）3、Articles of association公司章程4、The notification of name pre-approval 《名称预先核准通知书》5、Proof of subject qualification or proof of identification as a natural person for investors 投资者的主体资格证明或自然人身份证明6、Photocopies of documents of appointment and proof of identification for directors, supervisors and managers董事、监事和经理的任职文件及身份证明复印件7、Photocopies of documents of appointment and proof of identification for legal representative法定代表人任职文件和身份证明复印件8、Investment verification certificates issued by a legally established investment verification authority依法设立的验资机构出具的验资证明9、Where a shareholder has made his/her capital contribution with nom-currency properties for the first time, documents proving the completion of property transfer procedures shall be submitted.股东首次出资是非货币财产的，提交已办理财产权转移手续的证明文件10、Certificate of company domicile公司住所证明11、The minutes of the inaugural assembly;创立大会的会议记录12、Pre-approval document or certificate;前置审批文件或证件13、Letter of authorization for service of legal documents 法律文件送达授权委托书14、Other relevant documents and certificates;其它有关文件For registration of establishment of a Foreign-Invested enterprise (non-company) 1、"The application from signed by the pending legal representative";拟任法定代表人签署的《（非公司）外商投资企业设立登记申请书》2、The approval document issued by the approval authority (one duplicate of official replyand approval certificate);审批机关的批准文件（批复和批准证书副本1）3、Contract and articles of association; 合同、章程4、"The notification of name pre-approval" 名称预先核准通知书5、Investor's legal business certificate and credit certificate;投资者的合法开业证明和资信证明6、Photocopies of documents of appointment and proof of identification for legal representative and members of Joint management committee法定代表人、联合管理委员会委员任职文件原件及身份证明复印件7、The certificate of using the new domicile;住所使用证明8、Investment verification certificates issued by a legally established investment verification authority依法设立的验资机构出具的验资证明9、Pre-approval document or certificate;前置审批文件或证件10、Other relevant documents and certificates;其它有关文件For registration of cancellation of a Foreign-Invested company1、"The cancellation registration application form for foreign invested enterprises" signed by the responsible person of the liquidation team 清算组负责人签署的《外商投资的公司注销登记申请书》2、The approval document issued by the original approval authority agreeing the cancellation; 原审批机关同意注销的批准文件3、Resolution or decision made in accordance with laws依法作出的决议或者决定4、Liquidation report that has been recorded and confirmed in accordance with laws经依法备案、确认的清算报告5、Certificate for registration of cancellation issued by taxation and customs authorities税务和海关部门出具的完税证明6、Certificate for registration of cancellation of branches分公司的注销登记证明7、The original and the duplicate business license营业执照正、副本8、Other relevant documents and certificates;其它有关文件For registration of cancellation of a Foreign-Invested enterprise (non-company)1、"The cancellation registration application form for foreign invested enterprises";2、The approval document issued by the original approval authority agreeing the cancellation;3、Resolution or decision made in accordance with laws4、Reports confirming the settlement of credits and liabilities or documents formulated by liquidation team that are responsible for settlement of credits and liabilities5、Duty-paid certificates issued by taxation authority and customs;6、Certificates showing cancellation of its branches (administrative offices);7、The original and the duplicate business license, as well as the official stamp8、Other relevant documents and certificates《外商投资企业注销登记申请书》2、原审批机关同意注销的批准文件3、依法作出的决议或决定4、清理债权债务完结的报告或者清算组织负责清理债权债务的文件5、税务和海关出具的完税证明6、分支（办事）机构已注销的证明7、营业执照正、副本和公章8、其它有关文件Cancellation of modification registration of foreign invested enterprises1. "Application Form for Cancellation of Modification Registration of Foreign Invested Enterprises" signed by the legal representative of the company;2. Written judgment of the people's court;3. The former approval letter for the application of modification registration;4. Photocopy of the duplicate of the business license;5. Other relevant documents;The modification (for record) registration application form for foreign invested enterprisesModification of company name1、"The modification (for record) registration application form for foreign invested enterprises";2、Resolution or decision made in accordance with laws3、The photocopy of the duplicate of the business license4、The notification of name pre-approval;5、The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;6、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、营业执照副本复印件4、名称变更核准通知书5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、其他有关文件Modification of company domicile1. "The modification (for record) registration application form for foreign invested enterprises";2、Resolution or decision made in accordance with laws3、The Amendment of Articles of Association or the Revised Articles of Association signed by the legal representative4、The certificate of using the new domicile;5、The photocopy of the duplicate of the business license6、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、公司法定代表人签署的公司章程修正案或修改后的公司章程4、住所使用证明5、营业执照副本复印件6、其他有关文件Modification of the legal representative1、"The modification (for record) registration application form for foreign invested enterprises";2、Resolution or decision made in accordance with laws3、The appointment document of the new legal representative and the dismissal document of the former legal representative;4、The registration form of the new legal representative;5、The photocopy of the duplicate of the business license6、The approval document issued by the approval authority;7、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、原法定代表人的免职文件和新任法定代表人的任职文件4、新任法定代表人登记表5、营业执照副本复印件6、审批机关的批准文件7、其它有关文件Modification of gross investment and registered capital1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document and certificate issued by the approval authority (one duplicate);3、Resolution or decision made in accordance with laws4、The modification agreement for contract and articles of association;5、The Amendment of Articles of Association or the Revised Articles of Association signed by the legal representative6、Investment verification certificates issued by a legally established investment verification authority7、Sample newspaper that publishes the capital reduction announcement and debt repayment report or debt assurance certificate8、The photocopy of the duplicate of the business license9、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、依法设立的验资机构出具的验资证明7、刊登减资公告的报纸报样及债务清偿报告或债务担保证明8、营业执照副本复印件9、其它有关文件Modification of the paid-in registered capital1. "The modification (for record) registration application form for foreign invested enterprises";2. Certificate of investment verification issued by an investment verification entity established according to the law;3. Photocopy of the duplicate of the business license;4. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法设立的验资机构出具的验资证明3、营业执照副本复印件4、其它有关文件Modification of time and forms of investment (new investment)1. "The Modification (for record) Registration Application Form for Foreign Invested Enterprises" signed by the legal representative of the company;2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Resolution or decision made according to the law;4. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、公司法定代表人签署的《外商投资的公司变更（备案）登记申请书》2、审批机关的批准文件(批复和批准证书副本1）3、依法作出的决议或决定4、公司法定代表人签署的公司章程修正案或修改后的公司章程5、营业执照副本复印件6、其它有关文件Modification of business period1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document and certificate issued by the approval authority (one duplicate);3、Resolution or decision made in accordance with laws4. The modification agreement for contract and articles of association;5、The Amendment of Articles of Association or the Revised Articles of Association signed by the legal representative6、The photocopy of the duplicate of the business license7、Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、营业执照副本复印件7、其它有关文件Modification of business scope1. 1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Resolution or decision made according to the law;4. The modification agreement for contract and articles of association;5. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;6. Photocopy of the duplicate of the business license;7. Prior approval documents or certificates;8. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、营业执照副本复印件7、前置审批文件或证件8、其他有关文件Modification of share ownership1、"The modification (for record) registration application form for foreign invested enterprises";2、Approval document and certificate issued by the approval authority (one duplicate);3、Resolution or decision made according to the law;4、The modification agreement for contract and articles of association;5、The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;6、The share transfer agreement;7、Statement acquiring the approval of other investors to allow the transfer in accordance with laws8、The proof of subject qualification of the transferee;9、Certificate of financial standing of the transferee;10、Letter of attorney for the serving of legal documents;11、The photocopy of the duplicate of the business license12、Other relevant documents;1、外商投资企业变更（备案）登记申请书2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、合同、章程的修改协议5、公司法定代表人签署的公司章程修正案或修改后的公司章程6、股权转让协议7、依法经其他投资方同意转让的声明8、股权受让方的主体资格证明9、股权受让方的资信证明10、法律文件送达授权委托书11、营业执照副本复印件12、其它有关文件Modification of investor name1. "The modification (for record) registration application form for foreign invested enterprises";2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Evidentiary documents for modification of investor name;4. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、投资者名称变更的证明文件4、公司法定代表人签署的公司章程修正案或修改后的公司章程5、营业执照副本复印件6、其它有关文件The registration form for company form modification1. "The Modification (for record) Registration Application Form for Foreign Invested Enterprises" signed by the legal representative of the company;Invested Enterprises" signed by the legal representative of the company;2. Approval document issued by the approval authority (one duplicate of the official reply and the approval certificate);3. Resolution or decision made according to the law;4. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、公司法定代表人签署的《外商投资企业变更（备案）登记申请书》2、审批机关的批准文件（批复和批准证书副本1）3、依法作出的决议或决定4、公司法定代表人签署的公司章程修正案或修改后的公司章程5、营业执照副本复印件6、其它有关文件Increase branches1. "The modification (for record) registration application form for foreign invested enterprises";2. Resolution made according to the law;3. The approval document issued by the approval authority;4. Photocopy of the business license;5. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议3、审批机关的批准文件4、营业执照复印件5、其它有关文件Disband branches1. "The modification (for record) registration application form for foreign invested enterprises";2. Resolution or decision made according to the law;3. The approval document issued by the approval authority;4. The cancellation certificate issued by the registration authority of the branch (administrative office);5. Photocopy of the duplicate of the business license;6. Other relevant documents and certificates;1、《外商投资企业变更（备案）登记申请书》2、依法作出的决议或决定3、审批机关的批准文件4、分支（办事）机构登记机关出具的注销证明5、营业执照副本复印件6、其它有关文件、证件Put the director (supervisor) on record1. "The modification (for record) registration application form for foreign invested enterprises";2. The dismissal document of the former director, supervisor or manager and the appointment document and photocopy of identification paper of the new director, supervisor or manager;3. The dismissal documents of former members of the Joint ManagementCommittee and the appointment documents and photocopies of identification papers of new members of the Joint Management Committee;4. "Basic information of the director, supervisor or manager/members of the Joint Management Committee";5. Photocopy of the duplicate of the business license;6. Other relevant documents;1、《外商投资企业变更（备案）登记申请书》2、原董事、监事、经理的免职文件和新任董事、监事、经理的任职文件及身份证明复印件3、原联合管理委员会委员的免职文件和新任联合管理委员会委员的任职文件及身份证明复印件4、《董事、监事、经理/联合管理委员会委员情况表》5、营业执照副本复印件6、其它有关文件Put other items on record1. Stock equity hypothecation:A. "The modification (for record) registration application form for foreign invested enterprises";B. Approval document of the approval authority;C. Resolution or decision made according to the law;D. The legal hypothecation contract agreed by other investors;E. Photocopy of the duplicate of the business license;股权质押：a. 《外商投资企业变更（备案）登记申请书》b. 审批机关批准文件c. 依法做出的决议或决定d. 依法经其他投资方同意的质押合同e. 营业执照副本复印件2. Branch company:A. "The modification (for record) registration application form for foreign invested enterprises";B. Photocopy of the duplicate of the branch company's business license;C. Photocopy of the duplicate of the company's business license;D. Others分公司：a. 《外商投资企业变更（备案）登记申请书》b. 分公司营业执照副本的复印件c. 公司营业执照副本的复印件d. 其他材料3. Members or chief of the liquidation team:A. "The modification (for record) registration application form for foreign invested enterprises" signed by the chief of the company's liquidation team;B. Resolution or decision made according to the law;C. Photocopy of the duplicate of the business license;D. Others清算组成员清算组负责人：a. 公司清算组负责人签署的《外商投资企业变更（备案）登记申请书》b. 依法做出的决议或决定c. 营业执照副本复印件d. 其他材料4. Modification of the articles of association that does not relate to the registered items:A. "The modification (for record) registration application form for foreign invested enterprises";B. The approval document issued by the approval authority;C. The amendment to the Articles of Association or the revised Articles of Association signed by the legal representative of the company;D. Photocopy of the duplicate of the business license;不涉及登记事项的章程修改：a.《外商投资企业变更（备案）登记申请书》b. 审批机关的批准文件c. 公司法定代表人签署的公司章程修正案或修改后的公司章程d. 营业执照副本复印件5. Overseas shareholder, founder or recipient of legal documents:A. "The modification (for record) registration application form for foreign invested enterprises";B. "Letter of attorney for the serving of legal documents";C. Photocopy of the proof of subject qualification of the authorized person;境外股东、发起人法律文件送达接受人：a. 《外商投资企业变更（备案）登记申请书》b. 《法律文件送达授权委托书》c. 被授权人的主体资格证明复印件6. Contact person for industrial and commercial registrationA. "The modification (for record) registration application form for foreign invested enterprises";B. Basic information of the contact person for industrial and commercial registration工商登记联络员：a. 《外商投资企业变更（备案）登记申请书》b. 工商登记联络员基本情况。
外资企业申办中英文
馆认证。香港、澳门和台湾地区投 notarized by a notary public in the investor's country and
资者的主体资格证明或自然人身份 certified by Chinese Embassy / Consulates-General .Hong Kong,
项目核准
Project Approval
报批章程、合 同 Contract and Article for Approval
区发展和改革局 District Development and Reform Bureau 项目申请报告及附件 Project Application Report and Accessories
5, assignment documents of legal representative, directors,
8、董事会成员名单（需签名原件） supervisors, and managers as well as copies of their identity
9、外国投资者（授权人）与境内 documents
3、外国投资者的主体资格证明或 investors
自然人身份证明（需经所在国家公 3. The subject qualifications of the foreign investors or
证机关公证并经我国驻该国使/领
certificate of identity of natural persons (required to be
文件送达授权委托书》
District Bureau of Industry and Commerce
1, "Registration Application Form for Setting up of Foreign-invested Companies," 2, Copy of Certificate of Approval for Foreign-invested Enterprise 3. Approval for Setting up Foreign-Invested Enterprise from Administrative Examination and Approval Bureau of Wuhou District 4, Original contracts and articles 5, "Notice of pre-approval of company name" 6, The subject qualifications of the foreign investors or certificate of identity of natural persons (required to be notarized by a notary public in the investor's country and certified by Chinese Embassy / Consulates-General . Hong Kong, Macao and Taiwan investors, their subject qualifications or identity of natural persons should be provided together with the notarial document from local notary.) 7, Assignment documents of directors, supervisors, and managers as well as copies of their identity documents 8, Assignment documents of legal representative as well as copies of his identity documents 9, certificate of premise use(for self-own estate, the copies of property right certificate shall be submitted together with the original for verification; for rental case, the rental contract which is signed with a rental period of at least one year as well as the copies of the leasee's property right certificate shall be produced. In case such copies cannot be provided, the copies of other certificates which could prove the proprietorship of the estates can be used instead) 10, "Power of Attorney in Respect of Service of Legal Document" signed by the foreign investors (authorizer) and the legal documents recipient on the territory of china(authorizee)..
外商投资企业注册登记指南
外商投资企业注册登记指南清晰，易懂。
A Guide to the Registration and Registration of Foreign Investment Enterprises一、背景介绍Background随着中国加入世界贸易组织，外商投资企业风潮在中国经济市场中涌现。
通常情况下，外商投资企业需要在中国境内，特别是中国上市市场登记注册。
本指南将介绍外国投资企业的注册和登记法规，以便外商投资企业了解中国的投资环境。
With the entry of China into the World Trade Organization, a wave of foreign investment enterprises has emerged in the Chinese economic market. As a general rule, foreign investment enterprises must register and register in China, particularly in Chinese listed markets. This guide will introduce theregulations of registration and registration of foreign investment enterprises, in order to facilitate foreign investment enterprises to understand China's investment environment.二、注册原则Registration Principles三、申请程序和要求Application Procedures and Requirements1、获得业务许可1. Obtaining Business Licens在中国注册外商投资企业之前，外商必须获得中国国家社会保障局及其分支机构授权的业务许可证。
外资企业设立流程(中英文)超详细!
审批 时间 Appr oval
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1、企业名称 预先核准 1. Docs for name approval application of foreign 3、全体投资人的资格证明复印件 3. Photocopies of qualification invested certificates of all investors; enterprises 4、其他有关文件、证件 4. other relevant documents, certificates 1、 请示（1份，区外经贸主管部门加具意见）1. Request Sheet (1 copy, ) 2 、 合 同 、 章 程 （ 2 份 )2. Original contracts andarticles of association;(2 copies) 3 、 申 请 表 （ 1 份 ） 3. Application sheet of the certificae of approval 4、可行性研究报告（1份）4. Feasibility Study Report (1 copy) 5、董事会名单、董事身份证明及董事授权委派书（各1份） 2、申请批准 证书 Docs of application of the certificae of approval 6、外方投资者的公证及认证资料(如投资者是境外组织机构， 需一并公证投资者授权代表人）/外国个人投资者有效入境签证 的护照复印件（1份） Foreign Investor's notization certificate (1 7 、投资者银行资信证明（ 1 份） 7. Certification of bank credit 7 days provided by the foreign investors (1 copy) 8、公司名称预核准登记通知书复印件（1份，由工商局核发） Copies of the notice of pre-approval of enterprise name (1 copy) 9、外商投资企业法律文件送达授权委托书（1份，初审时请提 交 正 本 ） 9. "Power of Attorney in Respect of Service of Legal Document" signed by the foreign investors (authorizer) and the legal documents recipient on the territory of china(authorizee). 10、 中方投资者营业执照及银行资信证明复印件（1份，仅限 于 合 资 、 合 作 项 目 ） 10. Sino Investor's business liscense and Certificate of Bank credit 11 、 审 批 机 关 要 求 的 其 他 材 料 11. other relevant documents, certificates 1、《外商投资企业设立登记申请书》1. "Registration Application Form for Setting up of Foreign-invested Companies' 2、指定代表或者共同委托代理人的证明 The certificate of appointed representative or jointly entrusted agent by all the shareholders 3、审批机关的批准文件（批复和批准证书副本1） 3.The approval document issued by the approval authority (one duplicate of official reply and approval certificate) 4、公司章程 4. Original articles of association 5 、《外商投资企业名称预先核准通知书》 5. Copies of the notice of pre-approval of enterprise name
外资公司设立流程(中英文对照)
第一步：到登记机关进行名称查询及名称核准申请，领取“企业名称预先核准通知书”）。
需提交名称查询表和外商投资企业名称预先核准申请书及相关材料。
第二步：凭“企业名称预先核准通知书”及相关文件去商务部门（对外贸易经济合作部门）办理审批手续。
第三步：在商务部门（对外贸易经济合作部门）取得设立批复及批准证书后（如果经营范围中有涉及前置许可的项目，须同时取得相关许可证件），再到工商部门外资登记窗口办理开业登记。
PROCEDURES FOR OPENING A FOREIGN-INVESTED LIMITED LIABILITY COMPANYASTEP 1: In establishing a limited liability company, the name pre-approval shall be applied for with the company registration authority by the representative appointed by all the shareholders or by the agent entrusted jointly by all the shareholders.To apply for name pre-approval, the following documents shall besubmitted:(1) application for name pre-approval signed by all the shareholdersof the limited liability company or by all the promoters of the companylimited by shares;(2) legal person qualification certificates of the shareholders or ofthe promoters or identity certificates of natural persons; and(3) other documents required to be submitted by the companyregistration authority.STEP 2: To apply for the approval documents from the examination and approval authority,such as Ministries of Commerce*.STEP 3: To apply for establishing a limited liability company, the followingdocuments should be submitted to the company registration authority:(1) application for registration of establishment signed by thechairman of the board of directors of the company;(2) certificate of appointed representative or jointly entrusted agentby all the shareholders;(3) the company’s articles of association;(4) investment verification certificates issued by a legallyauthorized investment verification authority;(5) legal person qualification certificates of the shareholders oridentity certificates of natural persons;(6) documents indicating the names and residence of the company’s directors, supervisors and managers, and the certificates relating totheir appointments, elections or engagements;(7) documents of tenure of office and identity certificate of the company’s legal representative;(8) the Notification of the Company’s Name Pre-Approval; and(9) domicile certificate of the company.Where any law or administrative regulations require that the establishment of a limited liability company be subject to examination and approval, the approval documents concerned shall also be submitted.。
外商投资的公司注册所需资料中英文对照版
外商投资的公司设立登记提交材料规范Regulations on the Materials Submitted for the Establishment &Registration of Foreign-Invested Companies1．《外商投资的公司登记（备案）申请书》。
1. The Application Form for Registration (or Record-filing) of Foreign-Invested Companies. 2．《指定代表或者共同委托代理人授权委托书》。
2. Power of Attorney for Designated Representative or Jointly Entrusted Agent3．审批机关的批准文件（批复和批准证书副本1）或备案文件。
3. The written approval (including the Written Reply and the Counterpart I of the Approval Certificate) or the Record-filing Documents◆涉及外商投资实施准入特别管理措施或外资并购的企业，提交批复和批准证书副本1。
◆For business enterprises governed by any special control measures for foreign investment access or involving any merger or acquisition, the Written Reply and Counterpart I of the Approval Certificate shall be submitted.◆港澳服务提供者按CEPA服务贸易协议投资的公司，提交备案文件。
◆ For companies in which any service provider from Hong Kong or Macao under the CEPA Agreement, the record-filing documents shall be submitted.◆在中国（广东）自由贸易试验区内登记的外商投资企业，投资自由贸易试验区负面清单内项目的，提交商务主管部门的批准文件；投资自由贸易试验区负面清单外项目的，无需提交商务主管部门的批准文件或备案文件。
外资有限公司设立登记范文英文版
外资有限公司设立登记范文英文版Establishment and Registration of Foreign-Invested Limited CompanyIntroductionForeign investment plays a crucial role in the development of the global economy, and many countries have been actively promoting foreign investment by simplifying the procedures for setting up a foreign-invested company. In this document, we will provide guidance on the establishment and registration of a foreign-invested limited company in China.Step 1: Pre-Registration PreparationBefore setting up a foreign-invested limited company in China, there are several important steps that need to be taken:1. Determine the business scope: Decide on the business activities that the company will engage in. Different business activities may require different approvals.2. Choose a company name: The name of the company must be unique and cannot be identical or similar to the name of an existing company.3. Identify the shareholders: Determine the shareholding structure of the company and the contributions of each shareholder.4. Obtain approval from authorities: Some business activities may require specific approval from government authorities before registration can proceed.Step 2: Registration ProcessOnce the pre-registration preparation is complete, the registration process can begin. The following are the steps involved in registering a foreign-invested limited company in China:1. Submit the application: The application for registration ofa foreign-invested limited company must be submitted to the local Administration for Industry and Commerce (AIC) where the company's registered office will be located.2. Obtain approval: The AIC will review the application and issue an approval certificate if all requirements are met.3. Open a bank account: The company must open a bank account in a designated bank and deposit the minimum capital required by law.4. Obtain a business license: Once the capital is deposited, the AIC will issue a business license, which is the legal document that allows the company to operate legally in China.5. Register with tax authorities: The company must register with the local tax authorities and obtain a tax registration certificate.6. Register with other authorities: Depending on the nature of the business activities, the company may need to register with other authorities such as customs, foreign exchange, and industry-specific regulators.7. Obtain relevant permits and licenses: Some business activities may require additional permits and licenses, such as import/export licenses or industry-specific permits.ConclusionSetting up a foreign-invested limited company in China can be a complex process, but with proper planning and preparation, it can be completed successfully. It is essential to understand the legal requirements and regulations governing foreign investment in order to ensure a smooth registration process. By following the steps outlined in this document, foreign investorscan establish a presence in China and tap into its vast market opportunities.。
外资企业英文指南
外资企业英文指南English Guide for Foreign-Invested Enterprises:Foreign-invested enterprises (FIEs) in China are companies that have received investment from foreign entities, either in the form of equity or other forms of capital contribution. These enterprises are subject to specific regulations and requirements that differ from those applicable to domestic Chinese companies. This guide aims to provide a comprehensive overview of the key aspects that foreign-invested enterprises should be aware of when operating in China.1. Establishment and Registration:- The establishment of a foreign-invested enterprise in China involves a multi-step process, including obtaining the necessary approvals, registering the company, and obtaining relevant licenses and permits.- The specific requirements for establishing an FIE depend on the industry, the amount of investment, and the type of legal entity (such as a wholly foreign-ownedenterprise, a joint venture, or a foreign-invested partnership).- The registration process typically includes submitting various documents, such as the business license, articles of association, and identification documents of the shareholders and legal representatives.2. Regulatory Environment:- Foreign-invested enterprises in China are subjectto a complex regulatory framework, which includes laws, regulations, and policies governing their operations.- Key regulations that FIEs need to be aware of include the Foreign Investment Law, the Catalogue of Industries for Foreign Investment, and industry-specific regulations.- FIEs must comply with various requirements, such as obtaining necessary approvals, obtaining relevant licenses and permits, and adhering to industry-specific regulations and standards.3. Taxation and Accounting:- Foreign-invested enterprises in China are subjectto a range of taxes, including corporate income tax, value-added tax, and various other taxes and fees.- FIEs must comply with China's accounting standards and regulations, which may differ from the accounting practices in the parent company's home country.- Proper tax planning and compliance are crucial for FIEs to manage their tax liabilities and avoid potential penalties or disputes with the tax authorities.4. Human Resources and Labor Management:- FIEs must comply with China's labor laws and regulations, which cover areas such as employment contracts, social insurance, and labor dispute resolution.- Hiring and managing local Chinese employees can be challenging due to cultural differences and the complexityof the labor market.- FIEs may need to navigate issues related to work permits, visas, and the employment of foreign nationals in China.5. Intellectual Property Protection:- Protecting intellectual property (IP) is a significant concern for foreign-invested enterprises in China, as the country's IP landscape can be complex and challenging.- FIEs should develop and implement comprehensive IP protection strategies, including registering trademarks, patents, and copyrights, and enforcing their IP rights.- Collaboration with local partners or suppliers may also require careful IP management to safeguard the company's valuable assets.6. Market Entry and Expansion:- Foreign-invested enterprises must carefully navigate the Chinese market, which can be vastly different from their home markets in terms of consumer preferences, distribution channels, and competitive dynamics.- Successful market entry and expansion often require a deep understanding of the local market, strong local partnerships, and the ability to adapt the company's products, services, and strategies to the Chinese context.7. Compliance and Risk Management:- Compliance with applicable laws and regulations is critical for foreign-invested enterprises in China, as non-compliance can result in significant penalties, legal disputes, and reputational damage.- FIEs should develop and implement robust compliance programs, including regular audits, employee training, and the establishment of internal control systems.- Risk management is also essential, as FIEs may face various risks, such as political, economic, and operational risks, which require proactive strategies to mitigate and manage.中文指南:外资企业在中国经营需要注意的关键事项:1. 企业设立和注册:- 外资企业在中国的设立涉及多个步骤,包括获取必要的批准、公司注册以及相关许可证的取得。
外商独资企业注册的流程及报价(中英文对照版)
Registration in the Customs
10Байду номын сангаас
State Taxation Registration
11
Local Taxation Registration
12
Registration in the Statistics Bureau
13
Capital Report- additional charge based on capital amount, ( or customer itself provide )
15
财政局登记
16
区工商局备案
17
海关备案
共计(人民币元)
编号
项目
服务费
工本费
1
企业名称预核
注册资金
的千分之
零点八
2
企业章程及董事会成员批复
3
企业预代码
4
企业批准证书
5
企业临时营业执照
Quotation and Required Materials for Setting up the
Wholly Foreign-Owned Enterprises
14
Changing for the formal licence & Organization Code
15
Registration in the Finance Bureau
16
Recording in the District andCountyAdministrationof Industry and Commerce
0.08%
of the capital registered
外商投资合伙企业登记管理规定(英文)概要
Decree of State Administration forIndustry and CommerceNo. 47The Regulations for Administration of the Registration of Foreign-Invested Partnership Enterprises, deliberated and adopted at the executive meeting of the State Administration for Industry an d Commerce of the People’s Republic of China, are hereby promulgated and shall be effective as of March 1, 2010.Director of the State Administration for Industry and Commerce ofthe People’s Republic of China, Zhou BohuaJanuary 29, 2010Regulations for Administration of theRegistration of Foreign-investedPartnership EnterprisesChapter 1 General ProvisionsChapter 2 Establishment RegistrationChapter 3 Alteration RegistrationChapter 4 Cancellation RegistrationChapter 5 Registration of BranchesChapter 6 Registration ProceduresChapter 7 Annual Examination and License ManagementChapter 8 Legal LiabilitiesChapter 9 Supplementary ProvisionsChapter 1 General ProvisionsArticle 1These Regulations are formulated in accordance with the Law of the People’s Republic of China on Partnerships (hereinafter referred to as the PartnershipsLaw, the Measures for Administration of the Establishment of Partnership Enterprises within the Territory of China by Foreign Enterprises or Individuals and the Measures for Administration of the Registration of Partnership Enterprises of the People’s Republic of China (hereinafter referred to as the Measures for Administration of Partnership Enterprises Registration, for the purpose of regulating the establishment of partnership enterprises within the territory of China by foreign enterprises or individuals to facilitate their investment in China through establishing such partnership enterprises and expand economic cooperation and technological exchange with other countries.Art icle 2For the purpose of these regulations,The term “foreign-invested partnership enterprises” in these Regulations means partnership enterprises which are established within the territory of China by two or more foreign enterprises or individuals, as well as by foreign enterprises or individuals jointly with Chinese natural persons, legal persons or other organizations.These regulations shall apply to the establishment, alteration and cancellation registration of foreign-invested partnership enterprises.To apply for the registration of a foreign-invested partnership enterprise, the applicant shall be liable for the authenticity of the application materials.Article 3Foreign-invested partnership enterprises shall abide by the provisions of the Partnerships Law as well as other relevant laws, administrative regulations and rules, and shall comply with foreign investment industrial policies.The State encourages foreign enterprises or individuals possessing advanced technologies and management expertise to establish partnership enterprises within the territory of China, so as to help promote the development of the modern service industry and other industries.With respect to any project in the Guiding Catalogue of Industries for Foreign Investment which is lis ted under the restricted category or is marked as “limited to joint venture,” “limited to cooperation,” “limited to joint venture or cooperation,” “controlled by the Chinese party” or “relatively controlled by the Chinese party” or is subject to the restriction on proportion of foreign investment, no foreign-invested partnership enterprise may be established.Article 4Foreign-invested partnership enterprises are only permitted to conduct business activities after going through the registration and obtaining the Business License for Foreign-Invested Partnership Enterprises.Article 5The State Administration for Industry and Commerce is in charge of the administration of the registration of foreign-invested partnership enterprises throughout the country.The local administrative departments for industry and commerce authorized by the State Administration for Industry and Commerce with the power of registration of foreign-invested enterprises (hereinafter referred to as the enterprise registrationauthority are in charge of the administration of the registration of foreign-invested partnership enterprises within its administrative area..The local administrative departments for industry and commerce of provinces, autonomous regions, municipalities directly under the Central Government, municipalities separately listed in the State plan or sub-provincial municipality are responsible for the administration of the registration of foreign-invested partnership enterprises which take investment making as the main business.Chapter 2 Establishment RegistrationArticle 6For the purpose of establishing a foreign-invested partnership enterprise, the conditions as specified in the Partnerships Law and the Measures for Administration of the Establishment of Partnership Enterprise Within the Territory of China by Foreign Enterprises or Individuals shall be fulfilled.No wholly state-owned companyies. state-owned enterprises, listed companies, public institutions or public social organizations may become general partners. Article 7The registration particulars of foreign-invested partnership enterprises shall include:(1 Title;(2 Main operating place;(3 Executive partners;(4 Business scope;(5 Type of partnership enterprise; and(6 Name or title, country (region and domicile of each partner, the method of assuming the liabilities, the amounts of subscribed capital contribution or the actually paid capital contribution, the time limit for payment of subscribed capital, the capital contribution method and evaluation method.In case the partnership agreement sets forth partnership term, the items to be registered shall also include the partnership term.In case the executive partner is a foreign enterprise, Chinese legal person or another organization, the items to be registered shall also include the representative appointed by such foreign enterprise, Chinese legal person or another organization (hereinafter referred to as “appointed representative”.Article 8The title of foreign-invested partnership enterprises shall comply with the provisions of the State relating to the administration of registration of enterprise title.Article 9Each foreign-invested partnership enterprise may only have one main operating place, which shall be located within the administrative area of the competent enterprise registration authority.Article 10I n case no executive partner is appointed in the partnership agreement orby all general partners, all the general partners shall be executive partners.No limited partner may become the executive partner.Article 11The types of foreign-invested partnership enterprise include foreign-invested general partnership enterprises (including special general partnership enterprises and foreign-invested limited partnership enterprises.Article 12F or the purpose of establishing a foreign-invested partnership enterprise, the representative appointed or the agent jointly entrusted by all of the partners shall apply for registration of establishment to the enterprise registration authority.To apply for registration of establishment of a foreign-invested partnership enterprise, the following documents shall be submitted to the enterprise registration authority:(1 Establishment registration application form signed by all partners;(2 Partnership agreement signed by all partners;(3 Legal-subject capacity certificate of each partner (identity certificate in case of a natural person;(4 Main operation place using certificate;(5 Power of attorney for the representative appointed or the agent jointly entrusted by all of the partners;(6 Confirmation of all partners for the subscribed capital contribution or actually paid capital of each partner;(7 Statement on compliance with foreign investment industrial policies as signed by all partners;(8 The credit certificate issued by financial institutions which have business contact with the foreign partners;(9 Power of Attorney for Acceptance of Legal Documents signed by foreign partners and the recipients of legal documents within the territory of China; and (10 Other relevant documents as required by these regulations.In case the establishment of a foreign-invested partnership enterprise is subject to the approval as required in relevant laws or administrative regulations or regulations of the State Council, the relevant approval documents shall also be submitted.The legal-subject capacity certificates (or identity certificate in case of a natural person and overseas domicile certificates of the foreign partners shall be notarized and verified by the competent authority in their own countries, and shall be certified by the Chinese embassies or consulates in such countries. As for a partner which is domiciled inthe Hong Kong Special Administrative Region, the Macao Special Administrative Region or the Taiwan Region, the legal-subject capacity certificate (or identity certificate in case of a natural person and domicile certificate shall be dealt with in accordance with the existing relevant regulations.Power of Attorney for Acceptance of Legal Documents shall expressly authorize the agent to accept the legal documents on behalf of the foreign partners, and shall set forth the name or title, address and contact information of the authorized. The agent may be an enterprise set up by such foreign partner within the territory of China, ato-be-founded foreign-invested partnership enterprise (In case the agent is a to-be-founded foreign-invested partnership enterprise, the authorization shall come into force only after such foreign-invested partnership enterprise is duly established or any other relevant entity or individual within the territory of China.Article 13I n case the business scope of foreign-invested partnership enterprises cover any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval documents shall also be submitted to the enterprise re gistration authority.Article 14W here a foreign partner pays the subscribed capital in RMB gained in accordance with the law within the territory of China, he shall submit the relevant approval documents, including the approval documents for foreign exchange dealings under capital account issued by the foreign exchange administration authority for the reinvestment of domestic RMB profits or other lawful RMB proceeds, etc.Article 15I n case the subscribed capital is paid in kind, intellectual property right, land use right or other property rights, the price thereof shall be determined by all partners through negotiation, and the confirmation letter for the negotiated price signed by all partners shall be submitted to the enterprise registration authority; in case the priceis determined by a legally-recognized Chinese appraisal organization entrusted by all partners, the price appraisal certification issued by such appraisal organization shall be submitted to the enterprise registration authority.In case the foreign general partner pays the subscribed capital with labor services, the relevant documents of permit for employment of foreigners shall be submitted to the enterprise registration authority, and the specific procedure shall be subject to the relevant provisions of China.Article 16I n case the professional qualification certificates of the partner shall be submitted for the establishment of a special general partnership enterprise as required in the relevant laws or administrative regulations, such certificates shall be submitted to the enterprise registration authority in accordance with the provisions of such laws or administrative regulations.Article 17T he establishment date of a foreign-invested partnership enterprise shall be the date on which the business license for such foreign-invested partnership enterprise is issued.Chapter 3 Alteration RegistrationArticle 18W here a foreign-invested partnership enterprise has its registration altered, it shall, within 15 days after the decision on such alteration is made or such alteration occurs, apply to the original enterprise registration authority for alterationregistration.Article 19F or the purpose of applying for alteration registration, a foreign-invested partnership enterprise shall submit the following documents to the original enterprise registration authority:(1 The alteration registration application form signed by the executive partner or the representative appointed thereby;(2 The decision on alteration signed by all general partners, or the decision on alteration signed by the persons as agreed in the partnership agreement; and(3 Other relevant documents as required by these Regulations.In case the alteration is subject to approval as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval document shall also be submitted.In case of alteration to the registered matters such as the executive partner, the type of partnership enterprise, name or title of any partner, the methods of assuming the liabilities, the subscribed capital contribution or actually paid capital of each partner, the time limit for payment of subscribed capital, the capital contribution method and evaluation method, the signatures on the relevant application documents shall be notarized by a legally-recognized Chinese notarization institution.Article 20I n case a foreign-invested partnership enterprise modifies its main operation site, such enterprise shall apply for alteration registration and submit the new main operation site using certificate.In case a foreign-invested partnership enterprise moves its main operation site out of the administrative area of the original enterprise registration authority, suc h enterprise shall apply for alteration registration with the enterprise registration authority of the place where the new business place is located; where the enterprise registration authority of the place where the new business place is located accepts such application, the original enterprise registration authority shall transfer the registration files of such enterprise to the enterprise registration authority of the place where the new business place is located.Article 21I n case of alteration to the executive partner of a foreign-invested partnership enterprise, such enterprise shall submit the altered partnership agreement signed by all partners.In case the new executive partner is a foreign enterprise, Chinese legal person or another organization, the power of attorney issued to the appointed representative and the identity certificate of the appointed representative shall also be submitted.In case of alteration to the representative appointed by the executive partner, the power of attorney issued to the new representative and the identity certificate of the new representative shall be submitted.Article 22I n case a foreign-invested partnership enterprise modifies its business scope, such enterprise shall submit the statement on compliance withforeign-investment-related industrial policies.In case the altered business scope covers any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, such enterprise shall, within 30 days after obtaining the approval by the relevant competent authority, apply to the original enterprise registration authority for alteration registration.In case any business within the business scope of a foreign-invested partnership enterprise is subject to approval as required in the relevant laws or administrative regulations or regulations of the State Council, and the relevant license or other approval document is revoked or cancelled or expires, such enterprise shall, within 30 days after such license or other approval document is revoked or cancelled or expires, apply to the original enterprise registration authority for alteration registration or cancellation registration.Article 23I n case a foreign-invested partnership enterprise modifies the type of partnership enterprise, such enterprise shall, in accordance with the conditions for establishment of the new type of partnership enterprise and within the specified time limit, apply to the enterprise registration authority for alteration registration and submit the relevant documents in accordance with laws.Article 24 In case any partner of a foreign-invested partnership enterprise modifies its name (title or domicile, the supporting documents for the alteration to name (title or domicile shall be submitted.The supporting documents for alteration to name (title, country (region or overseas domicile of a foreign partner shall be notarized and verified by the competent authority in its own country, and shall be verified by the Chinese embassy or consulate in such country. As for a partner which is domiciled in the Hong Kong Special Administrative Region, the Macao Special Administrative Region or the Taiwan region, the supporting documents for alteration to name (title, region or overseas domicile shall be dealt with in accordance with the relevant provisions.Article 25I n case a partner increases or reduces its capital contribution to the foreign-invested partnership enterprise, the written confirmation on the subscribed capital contribution or actually paid capital of each partner signed by all partners or by the persons specified in the partnership agreement shall be submitted to the original enterprise registration authority.Article 26I n case a new partner joins the partnership, the foreign-invested partnership enterprise shall apply to the original enterprise registration authority for alteration registration, and the relevant provisions of Chapter 2 hereof shall apply to the documents mutatis mutandis.In case a new partner joins the partnership by taking over the transfer of all or any part of the equity owned by an original partner in the foreign-invested partnership enterprise, the transfer agreement for such equity shall be submitted.Article 27I n case all foreign partners withdraw from a foreign-invested partnership enterprise and such enterprise will continue to exist, such enterprise shall, in accordance with the procedure of the Measures for Administration of Partnership Enterprises Registration, apply for alteration registration.Article 28I n case the partnership agreement is altered but no registered matter is involved, the foreign-invested partnership enterprise shall submit to the original enterprise registration authority the altered partnership agreement or the resolution on alteration to the partnership agreement.Article 29I n case a foreign partner modifies its agent for accepting legal documents within the territory of China, such partner shall sign a new Power of Attorney for Acceptance of Legal Documents, and file the same with the original enterprise registration authority.Article 30I n case the business license must be altered due to the alteration made by the foreign-invested partnership enterprise to any registered matter, the enterprise registration authority shall renew the business license.Chapter 4 Cancellation RegistrationArticle 31I n case a foreign-invested partnership enterprise is dissolved, the liquidation therefore shall be carried out by liquidators in accordance with the provisions of the Partnerships Law. The liquidators shall, within 10 days after they are appointed, file the name list of liquidators with the enterprise registration authority.Article 32I n case a foreign-invested partnership enterprise is dissolved, the liquidators shall, within 15 days after the liquidation is completed, apply to the original enterprise registration authority for cancellation registration.Article 33F or the purpose of applying for the cancellation registration of a foreign-invested partnership enterprise, the following documents shall be submitted:(1 The cancellation registration application form signed by liquidators;(2 The decree for bankruptcy is sued by a people’s court, the decision made by the foreign-invested partnership enterprise in accordance with the Partnerships Law, the document issued by the administrative authority for wind-up of such enterprise, or the legal document for revocation or cancellation of business license of such enterprise; and(3 The liquidation report signed by all partners (The liquidation report shall indicate that all formalities for taxation and customs affairs have been gone through. In case a foreign-invested partnership enterprise with a branch applies for cancellation registration, such enterprise shall also submit the supporting documents which prove that the registration of such branch has been cancelled.When going through the formalities for cancellation registration, the foreign-invested partnership enterprise shall return the business license.Article 34A fter the registration is cancelled by the enterprise registration authority, the foreign-invested partnership enterprise shall be terminated immediately.Chapter 5 Registration of BranchesArticle 35I n case a foreign-invested partnership enterprise intends to establish a branch, such enterprise shall apply for registration with the enterprise registration authority of the place where such branch is located.Article 36F or a branch, the matters to be registered shall include: the name, business place and business scope of such branch, as well as the name and domicile of the person in charge of such branch.The business scope of the branch may not go beyond the business scope of the foreign-invested partnership enterprise.In case the foreign-invested partnership enterprise is subject to a term of partnership, the registered matter of a branch shall also include the operating term. The operating term of a branch may not exceed the operating term of the foreign-invested partnership enterprise.Article 37F or the purpose of establishing a branch, a foreign-invested partnership enterprise shall submit the following documents to the enterprise registration authority of the place where such branch is located:(1 The application form for registration of such branch;(2 The decision on establishment of such branch signed by all partners;(3 The copy of business license of such enterprise (stamped with the official seal of such enterprise;(4 The power of attorney issued to and the identify certificate of the person in charge of such branch;(5 The operation site using certificate; and(6 Other relevant documents as specified in these Regulations.Article 38I n case the business scope of the branch covers any business which is subject to approval prior to registration as required in the relevant laws or administrative regulations or regulations of the State Council, the relevant approval document shall besubmitted to the enterprise registration authority of the place where such branch is located.Article 39T he application for alteration registration or cancellation registration by a foreign-invested partnership enterprise for its branch shall be dealt with by reference to the provisions hereunder relating to alteration registration or cancellation registration for foreign-invested partnership enterprise.Article 40A foreign-invested partnership enterprise shall, within 30 days after the date on which the establishment of a branch is registered, take the copy of business license of such branch (stamped with official seal to the original enterprise registration authority for going through the filing formalities.In case any registered matter of its branch is altered, the foreign-invested partnership enterprise shall, within 30 days after the alteration is registered, go through the filing formalities with the original enterprise registration authority.In case a foreign-invested partnership enterprise applies for the cancellation registration of its branch, such enterprise shall, within 30 days after such registration is cancelled, go through the filing formalities with the original enterprise registration authority.Article 41 T he date on which the business license of a branch is issued shall be the establishment date of such branch of the foreign-invested partnership enterprise.Chapter 6 Registration ProceduresArticle 42I n case the registration application materials submitted by a applicant are complete and comply with legal requirements and the enterprise registration authority can immediately grant the registration, the enterprise registration authority shall grant the registration and issue (renew the business license.Unless under the circumstance as mentioned above, the enterprise registration authority shall, within 20 days after accepting the application, make the decision on whether to grant the registration. Where the enterprise registration authority decides to grant the registration, it shall issue (renew the business license; where the enterprise registration authority decides not to grant the registration, it shall reply in writing and explain the reasons thereof.For any project under the restricted category in the Guiding Catalogue of Industries for Foreign Investment which is subject to legally-required approval prior to registration or is related to the duties of other authorities, the enterprise registration authority shall, within 5 days after accepting the application, solicit in writing the opinions from the relevant authority. The enterprise registration authority shall, within 5 days after receiving the written opinions from the relevant authority, make the decision on whether to grant the registration. Where the enterprise registration authority decides to grant the registration, it shall issue (renew the business license; where the enterprise registration authority decides not to grant the registration, it shall reply in writing and explain the reasons thereof.Article 43I n case the foreign-invested partnership enterprise involves any investment project which is subject to the approval by the government, the formalities for approval on such investment project shall be gone through in accordance with the relevant provisions of China.Article 44 When a foreign-invested partnership enterprise is established, altered or cancelled, the enterprise registration authority shall simultaneously inform the commerce authority at the same level of such establishment, alteration or cancellation. Article 45 The enterprise registration authority shall record the registered matters of each duly-registered foreign-invested partnership enterprise in the register of foreign-invested partnership enterprises and make such register available to the public for inquiry and duplication. Article 46 In case the enterprise registration authority revokes the businesslicense of a foreign-invested partnership enterprise, the enterprise registration authority shall make a public announcement. Chapter 7 Annual Examination and License Management Article 47 Each foreign-invested partnership enterprise and its branch(s shall, in accordance with the requirements of the enterprise registration authority and within the period from March 1 to June 30 of each year, submit the annual examination report and other relevant documents and accept the annual examination. After the annual examination is completed, the enterprise registration authority shall circulate the information about the annual examination of foreign-invested partnership enterprises to the commerce authority at the same level. Article 48 The business license is divided into original and duplicate, and both the original and duplicate are equally authentic. A foreign-invested partnership enterprise and its branch(s may, on the basis of the needs of business, apply for more than one duplicate of business license with the enterprise registration authority. The original of business license shall be placed in a conspicuous position in the business place. Article 49 No entity or individual may alter, sell, lease, lend or otherwise transfer the business license. In case the business license is lost or damaged, the foreign-invested partnership enterprise shall make the announcement on invalidation of such business license in the newspaper designed by the enterprise registration authority, and then apply to the enterprise registration authority for reissue or replacement of business license. Article 50 The formats of registration documents for a foreign-invested partnership enterprise and the branch thereof as well as the formats of original and duplicate of business license shall be formulated by the State Administration for Industry and Commerce. Chapter 8 Legal Liabilities 11Article 51 Where any entity or individual conducts businesses in the name of a foreign-invested partnership enterprise without obtaining the business license, such entity or individual shall be punished by the enterprise registration authority in accordance with the provisions of Article 36 of the Measures for Administration of Partnership Enterprises Registration. Where a foreign-invested partnership enterprise engages in the prohibited category of projects in the Catalogue for the Guiding Foreign Investment Industries or。
外商投资的公司设立登记申请书(中英版).doc
外商投资的公司设立登记申请书(中英版) 外商投资的公司设立登记申请书工商行政管理总局根据中华人民共和国公司法、中华人民共和国中外合资经营企业法、中华人民共和国中外合作经营企业法、中华人民共和国外资企业法和中华人民共和国公司登记管理条例等有关规定，现申请设立登记，请予核准。
同时承诺所提交的文件和有关附件真实、合法、有效，复印文本与原件一致，并对因提交虚假文件所引发的一切后果承担相应的法律责任。
Administration for Industry 3* 公司章程Articles of company 4* 名称预先核准通知书Application of Pre-approval of Name 5* 投资者的主体资格证明或自然人身份证明Qualification Certificate of Investor or ID Card of Natural people 6* 董事、监事和经理的任职文件及身份证明复印件Original Letter of Appointment of Directors , Supervisors and manager as well as the copies of their ID Cards. 7* 法定代表人任职文件和身份证明复印件Original Letter of Appointment of Legal Representative and copies of his/her ID Card 8* 依法设立的验资机构出具的验资证明Investment verification Certificates issued by a legally authorized investment verification authority 9* 股东首次出资是非货币财产的，提交已办理财产权转移手续的证明文件Thedocuments that certificate the property transfer formalities have been dealt with should be submitted if the first funding of shareholders is non-monetary property. 10* 公司住所证明Domicile Certificate of Company 11* 创立大会的会议记录Minutes of founding Meeting 12* 前置审批文件或证件Earlier setup examination 2、以上文件除标明复印件外，应提交原件。