•Procedure for Establishment Registration of a Foreign-invested Enterprise
•Procedure for Modification Registration of a Foreign-invested Enterprise
•Procedure for Deregistration of a Foreign-invested Enterprise

•Procedure for Establishment Registration of a Foreign-invested Enterprise
After the application for the establishment of a foreign-funded enterprise is approved by the examining and approving authorities, the applicant shall register, within 30 days of receiving the approval certificate, at the relevant registration authority. The registration authority shall make a decision of approval or rejection of the application for registration within 30 days after receiving the complete set of documents and certificates submitted by the applicant. When the application is approved and the registration fee is charged as stipulated, the registration authority will issue a Business License for Enterprises as a Legal Person of the People's Republic of China and make a proclamation. The enterprise shall be deemed to be established from the date of issuance of its business license.
The foreign-funded enterprise shall submit to the registration authority the following documentation when applying for starting operations:
1) the Establishment Registration Application Form for Foreign-funded Enterprises in China signed jointly by the Chairman and the Vice Chairman of the Board;
2) the Notification of name pre-approval;
3) the project proposal, the feasibility study report and their approval documents;
4) the contract and articles of association (including the annexes and copies in Chinese and foreign languages), approval documents and certificate issued by the examining and approving authorities (the original of the duplicate);
5) the investor¡¯s legal business certificate issued by the government of country (region) where the investor belongs to;
6) the credit certificate of the investor ( which shall be issued by the financial institutions having business contact with the investor; where the Chinese investor is an enterprise owned by the whole people, it shall submit the registration certificate of state-owned assets issued by state-owned assets supervision and administration authority.);
7) the name list of Board of Directors, documents certifying the appointment of the members of Board of Directors, general manager and vice general manager of the enterprise, and their curriculum vitae and identification certificates;
8) the certificate of the enterprise¡¯s domicile;
9) other documents required by the registration authority.

• Procedure for Modification Registration of a Foreign-invested Enterprise
Where a foreign-invested enterprise intends to alter its registration particulars, it shall apply to the original registration authority for modification registration. Different documents are required for different changes to be made.
1. Where an enterprise intends to change its name, it shall submit the following documents to the original registration authority:
1) the Application for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board (in duplicate, the same hereafter);
2) the resolution of the board of directors;
3) the agreement on the amendment to the contract and articles of association;
4) the original and duplicate of the Business License;
5) other documents and certificates required by the registration authority.
2. Where an enterprise intends to change its domicile, it shall submit the following documents:
1) the Application for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board;
2) the resolution of the board of directors;
3) the certificate of using the new domicile;
4) the original and duplicate of the Business License.
3. Where an enterprise intends to change its scope of business, it shall submit the following documents:
1) the Application Form for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board;
2) the resolution of the board of directors;
3) the agreement on the amendment to the contract and articles of association, the approval documents from the original examining and approving authorities and the newly issued approval certificates;
4) the approval documents for change of the scope of business that involves the state laws and regulations and hence requires special examination and approval;
5) the original and duplicate of the Business License.
4. Where an enterprise intends to increase its registered capital or change its duration of operation, it shall submit the following documents:
1) the Application Form for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board;
2) the resolution of the board of directors;
3) the capital verification report that shows the original registered capital has been fully paid up (except for the enterprise which intends to change the registered capital without fully paying up the original registered capital);
4) the agreement on the amendment to the contract and articles of association, the approval documents from the original examining and approving authorities and the newly issued approval certificates;
5) the original and duplicate of the Business License;
6) other documents required by the registration authority.
5. Where an enterprise intends to reduce its registered capital (i.e. change the registered capital without fully paying up the original registered capital), it shall submit the following documents:
1) the application for decreasing registered capital signed by the Chairman of the Board;
2) the Application Form for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board;
3) the unanimous resolution of the board of directors;
4) the agreement on the amendment to the contract and articles of association, the approval documents from the original examining and approving authorities and the newly issued approval certificates;
5) the document certifying that the enterprise has made public announcement on the intended reduction of its registered capital in newspaper(s) above the provincial level for three times;
6) a statement on the debt clearance or debt repayment guarantee of the enterprise;
7) the original and duplicate of the Business License;
8) other documents required by the registration authority.
After the application for decreasing registered capital is approved by the original registration authority, the enterprise should submit the relevant documents to the State Administration of Industry and Commerce for record.
6. Where an enterprise intends to transfer its shares, it shall submit the following documents:
1) the Application Form for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board;
2) the resolution of the board of directors;
3) the share transfer agreement;
4) the agreement on the amendment to the contract and articles of association, the approval documents from the original examining and approving authorities and the newly issued approval certificates;
5) the legal business certificate and the credit certificate of the new shareholder(s);
7. Where a director, general manager or deputy general manager of the enterprise is replaced, the following documents shall be submitted:
1) the Application Form for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board;
2) the resolution of the board of directors;
3) the appointment letters of the personnel concerned;
4) the curriculum vitae and identification certificates of the personnel concerned;
5) the original and duplicate of the Business License (not required if the enterprise only changes its directors).
8. Where an enterprise intends to establish a branch, it shall submit the following documents:
1) the Application Form for Registration of Change signed jointly by the Chairman and the Vice Chairman of the Board;
2) the resolution of the board of directors (including the allocation of fund to its branch);
3) the capital verification report that shows the original registered capital has been fully paid up;
4) the appointment letter, curriculum vitae and identification certificates of the person in charge of the branch;
5) the duplicate of the Business License.
After it examines and approves the application for the registration of alteration, the original registration authority will issue an approval notification to the local registration authority where the branch is to be established. With the approval notification, the enterprise may file an application for registration of the establishment of its branch to the local registration authority where the branch is to be set up. The following documents and certificates are required when filing the application:
1) the approval notification issued by the original registration authority to allow the branch to be set up;
2) One copy of the duplicate of the Business License (affixed with the seal of the original registration authority);
3) the resolution of the board of directors;
4) the appointment letter of the person in charge of the branch;
5) the certificate of the use of the business premises of the branch;
6) other documents and certificates required by the registration authority.

•Procedure for Deregistration of a Foreign-invested Enterprise

An enterprise shall apply to the original registration authority for deregistration when it terminates its business operations or when its functioning term expires and it does not want to apply for further extension.
In this case, the following documents shall be submitted:
1) a written application for deregistration signed jointly by the Chairman and the Vice Chairman of the Board;
2) the resolution of the board of directors;
3) the approval documents concerning the deregistration issued by the original examining and approving authorities;
4) reports confirming the settlement of credits and liabilities or documents formulated by liquidation team that are responsible for settlement of credits and liabilities;
5) the tax clearance certificate issued by the taxation authority and customs;
6) the original and duplicate of the Business License and the official seal.
Upon receipt of the aforesaid documents and certificates, the registration authority shall examine the application of deregistration. After the application is approved, the registration authority will issue the Deregistration Approval Notice.