Notice of the State Administration for Industry and Commerce and the Ministry of Public Security on Further Strengthening the Administration on Registration of Resident Representative Offices of Foreign Enterprises

The administrations for industry and commerce and the public security departments (bureaus) of all provinces, autonomous regions and municipalities directly under the Central Government, the administrations for industry and commerce and the market surveillance bureaus of all municipalities under separate state planning:

Since the beginning of reform and opening-up, the resident representative offices of foreign enterprises (hereinafter referred to as "the representative offices") have been playing a positive role in attracting foreign investment and promoting socioeconomic development of China. However, in recent years, the major problems existing in a few representative offices of some regions, such as changing registration items without authorization, cheating in registration by submitting false certificates and documents, engaged in operating activities in violation of relevant regulations, etc., have seriously impaired the administration on representative offices. In order to strengthen the administration on representative offices according to law and maintain the order of market economy effectively, it is hereby notified as follows:

I. To comply with the notarization and authentication system strictly and strengthen the examination on registration materials of representative offices

The industrial and commercial registration authorities in all regions shall strictly adopt the notarization and authentication system on legal documents overseas and strengthen the examination on registration application materials of representative offices. A representative office, which applies for establishment or change of name, shall submit the legal business license of its head office existing for more than two years, capital credibility certificate issued by financial institutions that have business relations with the enterprise, and shall have all of these documents notarized by a notary organ of the country or region where the enterprise is located, and to have them authenticated by the Chinese embassy or consulate in the said country or region. When the representative offices of enterprises from Hong Kong, Macao and Taiwan apply for establishment or change of names, corresponding documents shall be submitted in accordance with relevant current regulations. The representative office, which applies for extending the validity of registration certificate, shall submit the certificate of good standing as issued by relevant authorities of the country or region where its head office is located.

II. To implement relevant provisions strictly and unify the term of validity of registration certificates

The industrial and commercial registration authorities in all regions shall implement strictly relevant provisions as stipulated in the Measures for Administration of Registration of Resident Representative Offices of Foreign Enterprises, and issue the registration certificates (valid for one year) uniformly to the representative offices that apply for establishment or extension. The registration certificates, which have been issued in excess of one year, shall be renewed when representative offices handle the alteration or extension of registration.

III. To control the number of representatives strictly and strengthen the registration administration of representatives

The number of representatives (including chief representative) in a representative office shall usually be no more than 4 in conformity with the business activities to be engaged in. Where the representative office comprising more than 4 representatives, it is only permitted to cancel rather than increase the representative.

IV. To intensify supervision and inspection, investigate and punish illegal acts of representative offices according to law

The industrial and commercial administrative authorities shall conduct on-site verification on legal address and other registration items of the newly-established representative office within 3 months upon obtaining the Registration Certificate. The representative office, which submits false documents, shall be duly investigated and punished according to law. The representative office, which is engaged in operating activities by collecting fees in various forms, may be punished according to unlicensed business operation pursuant to relevant provisions. A ledger system shall be established to conduct classified credit surveillance on those representative offices, whose illegal acts such as expired registration certificate, unauthorized change of legal address, etc. are found out.

V. To strengthen the inter-department collaboration and increase the surveillance cohesion

The industrial and commercial administrative authorities and the public security organs in all regions shall further strengthen collaboration and establish inter-department coordination mechanism. The industrial and commercial administrative authorities shall inform the exit-entry administrations of public security organs about registration items and illegal practices or misconducts of representative offices at a regular basis. Where a representative office is suspected of fraud or illegal operation crime, the industrial and commercial administrative authorities shall transfer the case to the public security organs for handling in accordance with relevant laws and regulations; when the representative office or the representatives thereof are found carrying out false address registration, conducting operating business activities in a different place or refusing to accept annual checks of registration, etc, the exit-entry administrations of public security organs shall inform the industrial and commercial administrative authorities for handling according to law.

State Administration for Industry and Commerce Ministry of Public Security

January 4, 2010