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(Promulgated
by Decree No 3 of the Ministry of Foreign Trade an Economic Cooperation
on February 13,1995)
Chapter I
General Provisions
Article 1 This
set of detailed rules are formulated to promote China's foreign
trade and international economic and technical cooperation and strengthen
the control on the resident representative offices set up by foreign
firms, enterprises and other economic organizations, within the
territory of People's Republic of China, in accordance with "Interim
Provisions of the State Council of the People's Republic of China
for the Control of the Resident Representative Offices of the Foreign
Enterprises" promulgated on October 30, 1980 .
Article 2 The
detailed rules are applied to the resident representative offices
which are established by foreign traders, manufacturers, freight
agents, contractors, consulting companies, advertising companies
. investment firms , leasing companies and other economic and trade
organizations ( hereinafter referred to as foreign enterprises)
within the People's Republic of China.
Article 3 The
foreign enterprises, when applying to set up resident representative
offices within the territory of People's Republic of China , must
have the approval of the MOFTEC of the People's Republic of China
or its empowered foreign trade and economic cooperation commissions
( departments ) of the provinces, autonomous regions, cities under
the direct Jurisdiction of the State Council and cities enjoying
the provincial status in planning ( hereinafter referred to as approving
departments) and go through the formalities of registration at the
State Administration for Industry and Commerce of the People's Republic
of China or its empowered bureaus for industry and commerce ( hereinafter
referred to as the registration departments) of the provinces, autonomous
regions, cities under the direct Jurisdiction of the State Council
and cities enjoying the provincial status in planning .
Article 4 The
resident representative offices of the foreign enterprises may engage
in non-direct business activities and may, on behalf of their enterprises,
conduct business liaison activities, product introductions, market
studies and technical exchanges, which are within their business
scopes.
Article 5 Without
the approval and registration, foreign enterprises are not allowed
to set up their resident representative offices in the People's
Republic of China and to conduct business activities permitted by
the detailed rules.
Article 6 The
resident representative offices of the foreign enterprises and their
personnel must abide by the laws and regulations of the People's
Republic of China and must not damage its safety and social and
public interests.
Article 7 While
carrying out various business activities permitted by the detailed
rules, the resident representative offices of the foreign enterprises
are protected by the laws of the People's Republic of China.
Article 8 The
basic requirements for the foreign enterprises to set up their resident
representative offices :
1. The foreign
enterprises must have been registered legally in its own country;
2. The foreign
enterprises must have good commercial credibility ;
3. The foreign
enterprises must provide various true and reliable materials required
by the detailed rules;
4. The foreign
enterprises must go through the application formalities in line
with the detailed rules.
Chapter II
Establishment, Extension, Change and Termination
Article 9 To
establish a resident representative office in the People's Republic
of China , a foreign enterprise must present a written application
to the approving department, which will do the checking and will
decide its approval or disapproval within 30 work days and notify
the foreign enterprise in time.
Article 10 In
applying for establishing a resident representative office, a foreign
enterprise must entrust a company, which has been approved by the
authoritative department of the People's Republic of China to have
the right to do foreign economic and trade businesses or a foreign
economic and trade organization or foreign affairs service unit
which is approved by the approving institutes, on behalf of the
foreign enterprise. to present all the necessary materials to the
approving department concerned and go through the formalities of
application.
Article 11 When
a company, or a foreign economic and trade organization or a foreign
affairs service unit directly under the ministry or a commission
of the People's Republic of China is entrusted for the application,
the application form should be sent to MOFTEC for examination and
approval ; when an entity concerned to a province, or an autonomous
region, or a municipality or a city enjoying the provincial status
in planning is entrusted for the application the application form
should be sent to the foreign economic and trade commission ( department)
of the province, or the autonomous region, or the municipality or
the city that enjoys the provincial status in planning, for examination
and approval .
Article 12 When
applying for setting up a resident representative office, a foreign
enterprise must provide the approving department with the following
materials :
1. An application
form signed by the chairman or president of the enterprise to define
the brief introduction of the enterprise, the purpose of setting
up such an office, name of the office, resident personnel (chief
representative, representatives),business scope, term of residence
and location of office;
2. Legal business
certificate issued by the relevant authorities of the country concerned
(carbon copy ); bank which has business ties with the enterprise
(original copy) ;
3. A certificate
of capital credibility issued by the bank which has business ties
with the enterprise (original copy);
4. A letter
of authorization of the chief representative and representatives
of the office appointed by the chairman or president of the enterprise,
resumes and IDs (duplicated copies) of the chief representative
and representatives. If the chief representative or a representative
is the chairman, the letter of authorization must be signed by more
than two board directors of the enterprise. The letter may be signed
by the executive director if the enterprise does not have a board
of directors ;
5. Fill in the
"Form of the Establishment of Resident Representative Office
of Foreign Enterprise" and "Form of Personnel of Resident
Representative Office of Foreign Enterprise" ;
6. Other materials
deemed necessary by the approving departments.
Article 13 The
name of the resident representative office should include the following
contents: "country + enterprise name + city name + representative
office" .
Article 14 After
the application is approved, the chief representative of the resident
representative office should go to the approving department to get
the letter of approval and then go to the registration department
to go through the formalities of registration within 30 days beginning
from the date of approval. The letter of approval will automatically
become invalid if no application is submitted for extension upon
the expiration of the term of residence and the approving department
will call in the letter of approval.
Article 15 Following
the approval of the application and the registration formalities,
the resident representative office of the foreign enterprise must
go to the public security, taxation, customs and banking institutions
to go through relevant formalities with the letter of approval,
and the registration and representative certificates.
Article 16 The
longest term of residence of the representative office approved
at one time is three years and the term is counted from the date
of the letter of approval is issued. If the term needs to be extended
upon expiration, the foreign enterprise may, through the entity
it entrusts for application, apply to the approving department for
extension 60 days in advance .
Article 17 When
applying for extending the term of residence of the representative
office, a foreign enterprise must provide the approving department
with the following materials:
1. The letter
of application for extension signed by the chairman or president
of the enterprise;
2. A report
on the business activities in the first term of residence of the
resident representative office of the enterprise ;
3. A certificate
of its capital credibility ( original copy) issued by the bank which
has business ties with the enterprise.
4. A legal business
certificate (carbon copy) issued by the relevant authorities of
the country concerned ;
5. Duplicated
copies of the approval and registration certificates of the resident
representative office of the enterprise;
6. Fill in a
"Report on Extending Term of Residence of the Resident Representative
Office of the Foreign Enterprise".
Article 18 Alter
the application for extension of the term of residence is approved,
the approving department will issue the resident representative
office of the foreign enterprise a certificate of approval, and
the resident representative office is required to take the certificate
of approval to the registration department to go through the formalities
of extension and formalities of public security, taxation, customs
and banking within 30 days.
Article 19 If
a foreign enterprise wants to change the name of its resident representative
office, change or add the chief representative or representatives,
change the business scope' term of residence and location of the
resident representative office, it must entrust the original entity
for application to present the original approving department a letter
of application signed by its chairman or president ( the application
for changing the location of the office may be signed by the chief
representative} and relevant materials concerning the changes and
fill in a ``Report of Application for Changes of the Resident Representative
Office of the Foreign Enterprise''. When the application for a change
is approved, the representative office should take the certificate
of approval to the original registration department and go through
the formalities of registration for changes and formalities of public
security, taxation, customs and banking within 30 days.
Article 20 When
the tem of residence of the resident representative office expires
or the office is to terminate its business activities ahead of the
expiration, or the foreign enterprise decides to cancel the office,
it should, through the .original entity it entrusts for application,
raise an application for cancellation signed by its chairman or
president 30 days in advance and report to the original approving
department for the record and settle its liabilities, taxation and
other relevant matters, and go through the cancellation formalities
of industrial and commercial registration , long term residence
and customs record.
Article 21 The
certificates of application for establishment, extension of term
of residence, changes and cancellation of the resident representative
office of the foreign enterprise, and the authorization certificates
of the chief representative and the representatives should be written
in Chinese; if they are written in other languages, there must be
a Chinese version attached. Other reporting materials must also
have such versions if they are written in other languages.
Article 22 The
approving departments have the right to demand, when necessary,
that all or part of the materials submitted for applying for the
establishment of the resident representative office be notarized
by its own country's notarizing agency and be attested by the embassy
of the People's Republic of China in the country.
Chapter III
Administration
Article 23 MOFTEC
of the People's Republic of China and its empowered foreign economic
and trade commissions ( departments ) of various provinces, autonomous
regions, cities under the direct jurisdiction of the State Council
and cities enjoying the provincial status in planning and together
with other related departments exercise administration , supervision
and inspection of the resident representative offices of the foreign
enterprises in accordance with the ``Interim Provisions on the Control
of the Resident Representative Offices of the Foreign Enterprises''
by the State Council of the People's Republic of China on October
30, 1980 , and this set of detailed rules and other relevant laws
and regulations.
Article 24 The
resident representative offices of the foreign enterprises and their
personnel should undertake all their activities in relative to their
entry and exit, residence, industry and commerce, taxation, customs,
foreign exchange management, employee recruitment, housing lease,
etc. in line with laws and regulations of the People's Republic
of China, and accept the administration, supervision and inspection
of the authoritative departments of the Chinese government.
Article 25 When
a resident representative office of the foreign enterprise wants
to import exhibits to be displayed in its office, it should apply
to the original approving department with the list of the exhibits
attached. After this is approved, the representative office should
take the document of approval and the list of the exhibits to the
local customs for the check of the specific exhibits and their amount
or number. The customs will charge a guarantee fund equal to the
amount of tax fee and then inspect and clear in line with ``Provisional
Regulations of the Customs of the People's Republic of China on
the Supervision and Administration of the Temporary Importsˇ± and
ˇ°Administrative Regulations of the Customs of the People's Republic
of China on Applying for Guarantee for Imports and Exports''. The
exhibits are supervised by the customs within the period of guarantee
and are not allowed to be sold, transferred or given away as gifts.
The exhibits must be re-shipped out of China within six months beginning
from the date of their entry and it the foreign enterprise concerned
fails to do so, the customs will handle them in line with relevant
regulations.
Article 26 A
foreign enterprise bears all legal responsibilities for all the
business activities of its resident representative office in the
People's Republic of China .
Article 27 The
foreign trade and economic cooperation commissions ( departments)
of various provinces, autonomous regions, cities under the direct
jurisdiction of the State Council and cities enjoying the provincial
status should report the total number of the resident representative
offices of the foreign enterprises they have improved to be established
to MOFTEC for the record in January and July every year .
Article 28 When
resident representative offices of the foreign enterprises violate
the laws, regulations of the People's Republic of China and this
set of detailed rules, MOFTEC and its empowered foreign trade and
economic cooperation commissions (departments) of various provinces,
autonomous regions, cities under the direct Jurisdiction of the
State Council and cities enjoying the provincial status in planning
may give warning to or order their close or even cancel the approvals
of their establishment according to the seriousness of the cases.
Chapter IV
Qualifications of Chief Representative and Representatives
Article 29 The
chief representative and representatives of the resident representative
offices of the foreign enterprises must have following qualifications
:
1. Foreign nationals
who hold legal general passports ( excluding foreign students in
China) ;
2. Chinese nationals
who are qualified for long-term residence in foreign countries
3. Compatriots
from Hong Kong, Macao and Taiwan who hold valid certificates;
4.If the foreign
enterprise appoints Chinese national to be its chief representative
or representatives (excluding the Chinese nationals referred to
in the second clause of this article) , it must entrust local foreign
affairs department or other departments concerned designated by
the Government of the People's Republic of China to go through formalities
of applying for the appointments in line with relevant laws and
regulations of the People's Republic of China.
Chapter V
Supplementary Provisions
Article 30 Foreign
enterprises shall follow this set of detailed rules in applying
for sending resident representatives in the People's Republic of
China .
Article 31 Matters
which are not covered in this set of detailed rules shall be handled
in line with relevant laws and regulations of the People's Republic
of China.
Article 32 Enterprises
from Hong Kong, Macao and Taiwan shall follow the set of the detailed
rules when they apply for setting up resident representative offices
in the mainland.
Article 33 This
set of detailed rules is to be interpreted by the MOFTEC of the
People's Republic of China.
Article 34 This
set of detailed rules goes into effectiveness as of the date of
its promulgation. The effect of ˇ° Regulations on Examining and Approving
the Resident Representative Offices of Foreign, Hong Kong and Macao
Enterprises'' issued on August 11, 1992 (No. 272 Document issued
by the MOFTEC on Administration in 1992 )becomes null at the same
time.
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