Regulations for the Administration of the Registration of Resident Representative Offices of Foreign Enterprises

(Promulgated by the State Council on November 19 2010 and effective as of March 1 2011.)

Order of the State Council No.584

Part One: General provisions

Article 1: These Regulations have been formulated in order to regulate the establishment and business activities of the resident representative offices of foreign enterprises.

Article 2: For the purposes of these Regulations, the term “resident representative office of a foreign enterprise” (Rep Office) means an office established in China by a foreign enterprise in accordance herewith to engage in non-profit activities relating to the foreign enterprise's business. Rep Offices do not have legal personality.

Article 3: Rep Offices shall comply with the laws of China and may not harm the national security or public interest of China.

Article 4: Registration shall be carried out in accordance herewith when a Rep Office is established or changed, or has its business terminated.

When a foreign enterprise applies to register a Rep Office, it shall be liable for the truthfulness of the application documents and materials.

Article 5: The State Administration for Industry and Commerce and the local administrations for industry and commerce authorised by it are the authorities charged with the registration and administration of Rep Offices (Registration Authorities).

A Registration Authority shall establish an information-sharing mechanism with other relevant departments for the mutual provision of information on Rep Offices.

Article 6: A Rep Office shall submit an annual report to the Registration Authority each year between March 1 and June 30. The contents of an annual report shall include information on the lawful existence of the foreign enterprise, details of the business-related activities engaged in by the Rep Office and its receipts and expenditures as audited by an accounting firm, and other such relevant information.

Article 7: A Rep Office shall keep account books in accordance with the law that truthfully record the funds allocated by the foreign enterprise and details of the Rep Office's expenses, receipts and expenditures, and such account books shall be kept at the Rep Office's place of residence.

A Rep Office may not use the accounts of another enterprise, organisation or individual.

Article 8: The chief representative and representatives appointed by the foreign enterprise and the working personnel of a Rep Office shall comply with laws and administrative regulations on entry and exit, residence, employment, payment of taxes, foreign exchange registration, etc. In the event of a violation, the relevant department shall handle matters in accordance with relevant provisions of laws and administrative regulations.

Part Two: Registered particulars

Article 9: The registered particulars of a Rep Office shall include the Rep Office's name, the name of its chief representative, its scope of business, place of residence and residence term, and the name and domicile of the foreign enterprise.

Article 10: The name of a Rep Office shall be composed of the following elements in the following order: the nationality of the foreign enterprise, the name of the foreign enterprise in Chinese, the name of the city of residence and the words “representative office”, and may not include contents or words that are:

(1) detrimental to the national security or public interest of China;

(2) the name of an international organisation; or

(3) otherwise prohibited by laws, administrative regulations or State Council provisions.

A Rep Office shall conduct its business activities under the name registered with the Registration Authority.

Article 11: The foreign enterprise shall appoint a chief representative. The chief representative may sign the Rep Office's registration application documents on the behalf of the foreign enterprise to the extent authorised in writing by the foreign enterprise.

A foreign enterprise may, as required by its business, appoint one to three representatives.

Article 12: A person may not serve as chief representative or representative if:

(1) he/she has received a criminal sentence for harming the national security or public interest of China;

(2) he/she served as the chief representative or representative of a Rep Office that had its registration of establishment cancelled or Registration Certificate revoked in accordance with the law or was ordered to close down in accordance with the law by a relevant authority due to its engagement in illegal activities, such as those that harm the national security or public interest of China, and less than five years have elapsed since the date of the cancellation, revocation or order to close; or

(3) another circumstance as specified by the State Administration for Industry and Commerce applies to him/her.

Article 13: A Rep Office may not engage in profit-making activities.

If an international treaty or agreement to which China is a signatory or member provides otherwise, such provisions shall apply, with the exception of those provisions in respect of which China has declared a reservation.

Article 14: A Rep Office may engage in the following activities relating to the foreign enterprise's business:

(1) market survey, exhibition and publicity activities relating to the foreign enterprise's products or services; and

(2) liaison activities relating to the foreign enterprise's product sales, service provision, domestic procurement and domestic investment.

If laws, administrative regulations or State Council provisions specify that a Rep Office requires approval to engage in the business activities specified in the preceding paragraph, it shall secure such approval.

Article 15: The foreign enterprise shall itself select the place of residence of its Rep Office.

For reasons of national security or the public interest, relevant departments may require a Rep Office to change its place of residence, in which case the Registration Authority shall be notified thereof in a timely manner.

Article 16: The term of residence of a Rep Office may not exceed the term of existence of the foreign enterprise.

Article 17: The Registration Authority shall record the registered particulars of Rep Offices in the Rep Office registry, which shall be made available for review and copying by the public.

Article 18: A Rep Office shall place its registration certificate of a resident representative office of a foreign enterprise (Registration Certificate) issued by the Registration Authority in a conspicuous location in its place of residence.

Article 19: No entity or individual may forge, alter, lease, lend or transfer a Registration Certificate or the representative certificate of a chief representative or representative (Representative Certificate).

In the event of the loss or destruction of, or damage to, a Registration Certificate or Representative Certificate, the Rep Office shall publish a declaration in the designated media to the effect that it has been voided and apply for a replacement.

When a Registration Authority renders a decision in accordance with the law granting registration of a change, granting de-registration, cancelling the registration of a change or revoking a Registration Certificate, the Rep Office's existing Registration Certificate and the existing Representative Certificates of the chief representative and representatives shall automatically become null and void.

Article 20: The foreign enterprise shall announce the establishment of, or change to, its Rep Office to the public in the media designated by the Registration Authority.

If a Rep Office is de-registered or, in accordance with the law, the registration of its establishment is cancelled or its Registration Certificate is revoked, an announcement shall be made by the Registration Authority.

Article 21: In investigating and handling a suspected violation of these Regulations by a Rep Office, the Registration Authority may exercise the following powers in accordance with the law:

(1) investigating relevant entities and individuals and obtaining information therefrom;

(2) reviewing, taking copies of, placing under seal and seizing contracts, vouchers, account books and other materials relating to the violation;

(3) placing under seal and seizing tools, equipment, raw materials, products (merchandise) and other such property exclusively used in committing the violation; and

(4) making inquiries about the Rep Office's account used to commit the violation and the accounting vouchers, account books, account statements, etc. relating to the deposits therein.

Part Three: Registration of establishment

Article 22: To establish a Rep Office, an application for registration of establishment shall be made to the Registration Authority.

Article 23: When applying to establish a Rep Office, a foreign enterprise shall submit the following documents and materials to the Registration Authority:

(1) a written application for registration of the establishment of a Rep Office;

(2) proof of the foreign enterprise's domicile and proof of lawful business operations evidencing that it has been in existence for at least two years;

(3) the foreign enterprise's articles of association or organisational agreement;

(4) the foreign enterprise's instruments of appointment of the chief representative and representatives;

(5) the proofs of identity and résumés of the chief representative and representatives;

(6) a proof of creditworthiness issued by a financial institution that has business dealings with the foreign enterprise; and

(7) proof of lawful use of the place of residence of the Rep Office.

If laws, administrative regulations or State Council provisions specify that the establishment of a Rep Office requires approval, the foreign enterprise shall apply for registration of establishment and submit the relevant approval document to the Registration Authority within 90 days from the date of approval.

If an international treaty or agreement to which China is a signatory or member provides that a Rep Office engaging in profit-making activities may be established, the relevant documents shall additionally be submitted in accordance with laws, administrative regulations or State Council provisions.

Article 24: The Registration Authority shall render its decision on whether or not to grant registration within 15 days from the date of accepting the application. Before making its decision, it may, as required, seek the opinion of relevant departments. If it renders a decision to grant registration, it shall issue a Registration Certificate and (a) Representative Certificate(s) to the applicant within five days from the date of rendering the decision. If it renders a decision to withhold registration, it shall issue a notice of rejection of registration and give the reason therefor to the applicant within five days from the date of rendering the decision.

The date of issuance of the Registration Certificate shall be the date of establishment of a Rep Office.

Article 25: A Rep Office and its chief representative and representatives shall carry out residence, employment, tax, foreign exchange registration and other such relevant procedures on the strength of its Registration Certificate and on the strength of their Representative Certificates.

Part Four: Registration of changes

Article 26: In the event of a change in the registered particulars of a Rep Office, the foreign enterprise shall apply to the Registration Authority for the registration of such changes.

Article 27: An application for the registration of a change shall be made within 60 days from the date on which the change in the registered particular occurred.

If, in accordance with laws, administrative regulations or State Council provisions the change in a registered particular requires approval before registration, the application for registration of the change shall be made within 30 days from the date of approval.

Article 28: If a Rep Office is to continue to engage in business-related activities after the expiration of its residence term, the foreign enterprise shall apply to the Registration Authority for registration of such change within 60 days before the expiration of the residence term.

Article 29: To apply for registration of a change in a Rep Office, a written application for registration of a change in a Rep Office and the relevant documents specified by the State Administration for Industry and Commerce shall be submitted.

If, in accordance with laws, administrative regulations or State Council provisions, the change in the registered particular requires approval before registration, the relevant approval document shall additionally be submitted.

Article 30: The Registration Authority shall render its decision on whether or not to grant registration of the change within 10 days from the date of accepting the application. If it renders a decision to grant registration of the change, it shall issue a new Registration Certificate and (a) new Representative Certificate(s) within five days from the date of rendering the decision. If it renders a decision to withhold registration of the change, it shall issue a notice of rejection of registration of the change and give the reason therefor to the applicant within five days from the date of rendering the decision.

Article 31: If a change in the foreign enterprise's authorised signatory, form of liability, capital (assets), scope of business or representative occurs, the foreign enterprise shall report the same to the Registration Authority for the record within 60 days from the date on which the aforementioned change occurred.

Part Five: De-registration

Article 32: A foreign enterprise shall apply to the Registration Authority for de-registration within 60 days from the date on which any of the following events occurs:

(1) it closes down its Rep Office;

(2) the Rep Office's residence term expires and it will not continue to engage in business-related activities;

(3) the business of the foreign enterprise is terminated; or

(4) the Rep Office has its approval revoked or is ordered to close down in accordance with the law.

Article 33: When applying for de-registration of its Rep Office, a foreign enterprise shall submit the following documents to the Registration Authority:

(1) a written application for de-registration of a Rep Office;

(2) proof of cancellation of the tax registration of the Rep Office;

(3) proof issued by customs and the foreign exchange control department to the effect that clearance of relevant matters has been completed or that the Rep Office did not carry out the relevant procedures; and

(4) other documents the State Administration for Industry and Commerce specifies be submitted.

If laws, administrative regulations or State Council provisions specify that the termination of activities by a Rep Office requires approval, the relevant approval document shall additionally be submitted.

Article 34: The Registration Authority shall render its decision on whether or not to grant de-registration within 10 days from the date of accepting the application. If it renders a decision to grant de-registration, it shall issue a notice of granting de-registration and recover the Registration Certificate and Representative Certificate(s) within five days from the date of rendering the decision. If it renders a decision to withhold de-registration, it shall issue a notice of rejection of de-registration and give the reason therefor to the applicant within five days from the date of rendering the decision.

Part Six: Legal liability

Article 35: If a Rep Office is established or if Rep Office business-related activities are engaged in without registration, the Registration Authority shall order a halt to the activities and impose a fine of not less than Rmb50,000 and not more than Rmb200,000.

If a Rep Office engages in profit-making activities in violation of these Regulations, the Registration Authority shall order it to rectify the matter, confiscate the illegal income and the tools, equipment, raw materials, products (merchandise) and other such property exclusively used in carrying out the profit-making activities and impose a fine of not less than Rmb50,000 and not more than Rmb500,000. If the circumstances are serious, it shall revoke the Registration Certificate.

Article 36: If registration or record filing of a Rep Office is obtained by submitting fraudulent materials or by taking other fraudulent means to conceal the true circumstances, the Registration Authority shall order rectification of the matter, impose a fine of not less than Rmb20,000 and not more than Rmb200,000 on the Rep Office, and impose a fine of not less than Rmb1,000 and not more than Rmb10,000 on the supervisor directly in charge and other directly responsible persons. If the circumstances are serious, the Registration Authority shall cancel the registration or revoke the Registration Certificate, and recover and cancel the Representative Certificate(s).

If an annual report submitted by a Rep Office conceals the true circumstances or is deceptive, the Registration Authority shall order rectification of the matter and impose a fine of not less than Rmb20,000 and not more than Rmb200,000 on the Rep Office. If the circumstances are serious, it shall revoke the Registration Certificate.

If a Registration Certificate or Representative Certificate is forged, altered, leased, lent or transferred, the Registration Authority shall impose a fine of not less than Rmb10,000 and not more than Rmb100,000 on the Rep Office and a fine of not less than Rmb1,000 and not more than Rmb10,000 on the supervisor directly in charge and other directly responsible persons. If the circumstances are serious, it shall revoke the Registration Certificate or recover and cancel the Representative Certificate.

Article 37: If a Rep Office violates Article 14 of these Regulations by engaging in activities other than the business-related activities specified therein, the Registration Authority shall order it to rectify the matter within a specified period of time. If rectification is not carried out by the deadline, the Registration Authority shall impose a fine of not less than Rmb10,000 and not more than Rmb100,000. If the circumstances are serious, it shall revoke the Registration Certificate.

Article 38: If any of the following circumstances apply, the Registration Authority shall order rectification within a specified period of time and impose a fine of not less than Rmb10,000 and not more than Rmb30,000; if rectification is not carried out by the deadline, it shall revoke the Registration Certificate:

(1) an annual report is not submitted in accordance herewith;

(2) business-related activities are engaged in under a name other than that registered with the Registration Authority;

(3) the place of residence is not changed as requested by a relevant Chinese government department;

(4) establishment or a change is not announced in accordance herewith; or

(5) relevant registration of a change, de-registration or record filing is not carried out in accordance herewith.

Article 39: If a Rep Office engages in serious illegal activities, such as those that jeopardise the national security or public interest of China, the Registration Authority shall revoke its Registration Certificate.

If a Rep Office has its registration of establishment cancelled, its Registration Certificate revoked or is ordered in accordance with the law by a relevant Chinese government department to close down due to a violation hereof, the foreign enterprise that established such Rep Office may not establish a Rep Office in China for five years from the date the Rep Office had its registration cancelled, its Registration Certificate revoked or was ordered to close down.

Article 40: If a Registration Authority or a member of its working personnel abuses its/his/her authority, is derelict in its/his/her duties or practises favouritism by committing fraud, or fails to carry out registration or investigate and handle a violation in accordance herewith or supports, covers up or tolerates a violation, it/he/she shall be sanctioned in accordance with the law.

Article 41: If a violation of these Regulations constitutes a violation of the administration of law and order, penalties shall be imposed in accordance with the PRC Law on the Imposition of Penalties in Connection with the Administration of Law and Order. If a criminal offence is constituted, criminal liability shall be pursued in accordance with the law.

Part Seven: Supplementary provisions

Article 42: For the purposes of these Regulations, the term “foreign enterprise” means a profit-making organisation established outside China in accordance with the laws of a foreign country.

Article 43: The charge items when a Rep Office registers shall be handled in accordance with relevant provisions of the State Council's finance department and pricing department. The rate for the charges imposed for the registration of Rep Offices shall be handled in accordance with relevant provisions of the State Council's pricing department and finance department.

Article 44: The administration of the registration of representative offices established in China by enterprises from the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan shall be carried out with reference to these Regulations.

Article 45: These Regulations shall be effective as of March 1 2011. The Measures for the Administration of the Registration of the Resident Representative Offices of Foreign Enterprises approved by the State Council on March 5 1983 and promulgated by the State Administration for Industry and Commerce on March 15 1983 shall be repealed simultaneously.