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Representative Office
It is of key importance to note that a Representative Office is not a separate legal entity rather it is an extension of its parent enterprise. A Representative Office may only engage in non-profit making activities.
It can carry out the following functions:
◆ Conduct research and survey for its parent enterprise in the local market;
◆ Liaise with local and foreign contacts in China on behalf of the parent enterprise;
◆ Conduct research and provide data and promotional materials to potential clients or trading partners;
◆ Act as a coordinator for the parent enterprise's activities in China;
◆ Make travel arrangements for parent enterprise representatives and potential Chinese clients;
Under no circumstances may a Representative Office carry out the following actions:
◆ Directly engage in any profit-making business;
◆ Sign contracts or deals on behalf of the parent enterprise;
◆ Represent any firm other than its parent enterprise;
◆ Collect money or issue invoice within China for services or products;
◆ Buy property or import production equipment.
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Representative Office Registration Procedures
Foreign companies are not allowed to directly submit the application documents to the relevant authority. They must retain a PRC entity that is authorized or permitted by relevant authorities to act as an agent. The sponsor will submit all the documents to the examination and approval authority on behalf of the foreign enterprise.
After the foreign enterprise obtains approval from the relevant authority, documents must be submitted to the relevant Administration of Industry and Commerce (AIC) for the registration of the Representative Office. This step is completed when the AIC issues a Registration Certificate for Representative Offices of Foreign Enterprises. After a Representative Office is registered with the AIC, it must register with banks, tax authorities, and other authorities.
Step 1: Register with Shanghai Administration of Industry and Commerce
Step 2: Apply for a chop for the Representative Office
Step 3: Apply for the Organization Code License
Step 4: Register with Shanghai Statistics Bureau
Step 5: Open a bank account for the Representative Office
Step 6: Register with Shanghai Taxation Bureau
Step 7: Apply for the Working Permit for the Chief Representative
Step 8: Apply for the Residence Permit for the Chief Representative
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Documents Required for Representative Office Registration
◆ Application letter for establishing a Representative Office (original)
The application letter should briefly describe the foreign enterprise and its business activities in China. The following information must be addressed in the application letter:
A. An introduction to the foreign enterprise and its business activities in China;
B. The name of the Representative Office;
C. The purpose of the Representative Office;
D. The business scope of the Representative Office;
E. The name of the chief representative;
F. The duration of the Representative Office;
G. The address of the Representative Office.
H. The application letter should include a list of all the documents to be submitted.
◆ Credit Certificate (original)
Credit Certificate(Reference Letter) should be issued by the bank of the foreign enterprise. The bank must be a foreign bank in the area where the foreign enterprise is located. The Credit Certificate must include the following information:
A. The name of the foreign enterprise;
B. The normal deposit amount or average daily balance for a period of six months; and
C. A brief review of the Credit Certificate of the foreign enterprise.
The Credit Certificate should be printed on the letterhead of the bank and signed by authorized officials of the same bank.
◆ The appointment letter for the Chief Representative
The appointment letter should be concise. It should state clearly the name of the person to be appointed or authorized to act as the chief representative of the Representative Office. The appointment letter should be printed on the letterhead signed by the chairperson, general manager or other responsible officials of the foreign enterprise.
◆ The resumes, photocopies of the passports and passport size photos of the chief representative and other representatives.
It is required that the resume should start from the university education and the date on which the person started working for the applying foreign enterprise should also be stated. It should be noted that the time as described in the resume must be consecutive. The resume must be signed by the chief representative.
◆ Office lease contract
Two copies of certificate issued by Shanghai Foreign Commerce & Trade Commission about the location of the Representative Office.
Two copies of the ID card or business license of the lessor
Important: Only those buildings that approved to be used by foreign enterprise can be used as the location of Representative Office. Foreign companies should confirm this issue with the landlord before entering into the lease agreement
◆ Representative Office Registration Application Form
The application form is a standard form printed by the approval authority.
◆ Application Form for Personnel of Representative Office
This application form is a standard form printed by the approval authority.
◆ One copy of the business license of the Foreign Enterprise (Need to be notarized by the PRC consulate in that country)
◆ Brief introduction of the Foreign Enterprise
Attention:
A.The application, the certificate of entrustment, the certificate of authority and the resume of the authorized person should be sealed and signed by the chief of the board .
B. The copy of the business license should be signed by the chief of the enterprise and also be stamped.
C.The Credit Certificate issued by the bank should be sealed and signed by the chief of the bank.
D. The passport of the chief representative is needed
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