Administrative Regulations on the Registration of Resident Representative Offices of Foreign Enterprises

Administrative Regulations on the Registration of Resident Representative Offices of Foreign Enterprises

Order of the State Council No. 584

November 19, 2010

The Administrative Regulations on the Registration of Resident Representative Offices of Foreign Enterprises adopted at the 132nd executive meeting of the State Council on November 10, 2010 are hereby promulgated and shall come into effect on March 1, 2011.

Premier: Wen Jiabao

Administrative Regulations on the Registration of Resident Representative Offices of Foreign Enterprises

Chapter I General Provisions

Article 1 These Regulations are formulated for the purposes of regulating the establishment of resident representative offices of foreign enterprises and their business activities.

Article 2 For the purpose of these Regulations, "Resident Representative Offices of Foreign Enterprises" (hereinafter referred to as the "Representative Offices") refer to the offices established within the territory of China by foreign enterprises in accordance with the provisions of these Regulations for the purpose of engaging in non-profit activities in connection with the business of such foreign enterprises. Such Representative Offices have no legal person status.

Article 3 Representative Offices shall abide by the laws of the People's Republic of China and may not jeopardize the national security and social and public benefits of the People's Republic of China.

Article 4 The establishment, change or termination of Representative Offices shall go through the registration formalities in accordance with these Regulations.
Foreign enterprises apply for handling the registration formalities of Representative Offices shall be responsible for the authenticity of the application documents and materials.

Article 5 The State Administration for Industry and Commerce and its authorized local industry and commerce administration bureaus are the authorities responsible for registration and administration of the Representative Offices (hereinafter referred to as the "Registration Authorities").
Registration Authorities shall establish an information sharing mechanism with other related departments and mutually provide information in relation to the Representative Offices.

Article 6 Representative Offices shall provide an annual report to the Registration Authorities between March 1 and June 30. The contents of such annual report shall include the lawful subsisting information of the foreign enterprises, the information on the commencement of business activities of the Representative Offices and the information on the expenses and expenditure and revenues audited by their accounting firms and other related information.

Article 7 Representative Offices shall legally establish account books with the information on the funds appropriation of foreign enterprises and the expenses and expenditure and revenue are truly recorded, and put such account books in the place of the Representative Offices.
The Representative Offices may not use the accounts of other enterprises, organizations or individuals.

Article 8 The chief representative and other representatives as appointed by the foreign enterprises and other personnel of the Representative Offices shall abide by the provisions of the laws and regulations on the departure and entry, residence, employment, taxation, foreign exchange registration; in case of any violation, they shall be dealt with by relevant departments in accordance with the relevant provisions of laws and regulations.

Chapter II Registration Matters

Article 9 The registration matters of Representative Offices include name of the Representative Office, name of the chief representative, business scope, place of representative office, resident period, name of its foreign enterprise and its domicile.

Article 10 The name of a Representative Office shall consist sequentially of the following: nationality of its foreign enterprise, Chinese name of the foreign enterprise, name of resident city and the wording of "representative office", and may not include the following contents and words:
1. that are detrimental to the national security or social and pubic benefits of the People's Republic of China;
2. that are names of the international organizations; or
3. that are prohibited by the laws, regulations or provisions of the State Council.
The Representative Office shall engage in business activities in the name registered with the registration authorities.

Article 11 The foreign enterprise shall appoint a chief representative. The chief representative may, within the written authorization scope of the foreign enterprise, sign the registration application documents for the representative office on behalf of the foreign enterprise.
The foreign enterprise may appoint 1 to 3 representatives according to business needs.

Article 12 Under any of the following circumstances, no person shall be the chief representative or other representative:
1.
　　......