Chapter I General provisions

Chapter I General provisions

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

Article 2 The resident representative office of a foreign enterprise as mentioned in these Regulations (hereinafter referred to as the representative office) refers to the office established by a foreign enterprise within the territory of China in accordance with the provisions of these Regulations to engage in non-profit activities related to the business of the foreign enterprise. A representative office does not have the status of a legal person.

Article 3 Representative offices shall abide by Chinese laws and shall not harm China's national security and social and public interests.

Article 4 The establishment, alteration or termination of a representative office shall be registered in accordance with the provisions of these Regulations.

When a foreign enterprise applies for registration with a representative office, it shall be responsible for the authenticity of the application documents and materials.

Article 5 The market supervision and administration department of the people's government of a province, autonomous region or municipality directly under the Central Government shall be the registration and administration organ of representative institutions (hereinafter referred to as the registration organ).

Registration authorities shall establish an information sharing mechanism with other relevant departments and provide each other with information about representative offices.

Article 6 The representative office shall submit an annual report to the registration authority from March 1 to June 30 of each year. The contents of the annual report include the legal existence of the foreign enterprise, the development of the business activities of the representative office and the income and expenditure of the expenses audited by the accounting firm.

Article 7 A representative office shall set up accounting books in accordance with the law, truthfully record the funds allocated by a foreign enterprise and the revenue and expenditure of the representative office, and place them at the place where the representative office is stationed.

Representative offices may not use the accounts of other enterprises, organizations or individuals.

Article 8 The chief representatives and representatives appointed by foreign enterprises and the staff of their representative offices shall abide by the provisions of laws and administrative regulations on entry and exit, residence, employment, tax payment and foreign exchange registration. Those who violate the provisions shall be dealt with by the relevant departments in accordance with the relevant provisions of laws and administrative regulations.

Chapter II Registration Matters

Article 9 The registration items of a representative office shall include: the name of the representative office, the name of the chief representative, the scope of business, the place of residence, the term of residence, the name of the foreign enterprise and its residence.

Article 10 The name of a representative office shall consist of the following parts in turn: the nationality of the foreign enterprise, the Chinese name of the foreign enterprise, the name of the city in which it is stationed and the words "representative office", and shall not contain the following contents and words:

(1) those that are detrimental to China's national security or public interests;

(2) Names of international organizations;

(3) Prohibited by laws, administrative regulations or provisions of The State Council.

The representative office shall engage in business activities under the name registered by the registration authority.

Article 11 A foreign enterprise shall appoint a chief representative. Within the scope of written authorization of the foreign enterprise, the chief representative may sign the application documents for registration of representative office on behalf of the foreign enterprise.

Foreign enterprises may appoint one to three representatives according to business needs.

Article 12 Under any of the following circumstances, no one shall serve as chief representative or deputy:

(1) Being sentenced to criminal punishment for harming China's national security or public interests;

(2) The chief representative or representative of a representative office whose registration of establishment has been revoked or whose registration certificate has been revoked or whose closure has been ordered by the relevant department according to law because of illegal activities that harm China's national security or social public interests, has not been more than five years since the date of the cancellation, revocation or order for closure;

(3) Other circumstances prescribed by the market supervision and administration department under The State Council.

Article 13 A representative office may not engage in profit-making activities.

If an international treaty or agreement concluded or acceded to by China provides otherwise, such provisions shall prevail, except for those provisions on which China has declared reservations.

Article 14 A representative office may engage in the following activities related to the business of a foreign enterprise:

(1) Market research, display and publicity activities related to the products or services of foreign enterprises;

(2) Liaison activities related to product sales, service provision, domestic procurement and domestic investment of foreign enterprises.

Where a representative office is required by laws, administrative regulations or The State Council to engage in the business activities specified in the preceding paragraph to obtain approval, approval shall be obtained.

Article 15 The location of the representative office shall be chosen by the foreign enterprise itself.

According to the needs of national security and social and public interests, the relevant department may require the representative office to adjust its residence and notify the registration authority in a timely manner.

Article 16 The term of residence of a representative office shall not exceed the term of existence of the foreign enterprise.

Article 17 The registration authority shall record the registered items of the representative office in the register of the representative office for the public to consult and copy.

Article 18 A representative office shall place the registration certificate of the resident representative office of a foreign enterprise issued by the registration authority (hereinafter referred to as the registration certificate) in a prominent position on the premises of the representative office.

Article 19 No unit or individual may forge, alter, rent, lend or transfer the registration certificate and the representative certificate of the chief representative or representative (hereinafter referred to as the representative certificate).

If the registration certificate or representative certificate is lost or destroyed, the representative office shall declare it invalid in the designated media and apply for a replacement.

Where the registration authority makes a decision to approve the alteration registration, cancel the registration, cancel the alteration registration or revoke the registration certificate according to law, the original registration certificate of the representative office and the representative certificate of the former chief representative or representative shall automatically become invalid.

Article 20 When establishing or changing a representative office, a foreign enterprise shall make an announcement to the public on the media designated by the registration authority.

Where a representative office cancels its establishment registration or has its registration certificate revoked according to law, the registration authority shall make a public announcement.

Article 21 The registration authority may exercise the following functions and powers according to law to investigate and punish the acts of representative offices suspected of violating these Regulations:

(1) To investigate and understand the situation from relevant units and individuals;

(2) to consult, copy, seal up or detain contracts, bills, account books and other materials related to illegal acts;

(3) To seal up or detain tools, equipment, raw materials, products (commodities) and other property specially used for engaging in illegal acts;

(4) To inquire into the accounts of representative offices engaged in illegal acts and accounting vouchers, books, statements, etc., related to deposits.

Chapter III Establishment and registration

Article 22 The establishment of a representative office shall apply to the registration authority for establishment registration.

Article 23 When applying for the establishment of a representative office, a foreign enterprise shall submit the following documents and materials to the registration authority:

(1) Application for registration of the establishment of a representative office;

(2) The residence certificate of the foreign enterprise and the legal business certificate that has existed for more than two years;

(3) the articles of association or organization agreement of the foreign enterprise;

(4) Documents on the appointment of the chief representative or representative by the foreign enterprise;

(5) identity certificate and resume of the chief representative and the representative;

(6) fund credit certificates issued by financial institutions that have business dealings with foreign enterprises;

(7) Proof of the lawful use of the representative office at the site.

Where the establishment of a representative office is subject to approval as prescribed by laws, administrative regulations or The State Council, the foreign enterprise shall, within 90 days from the date of approval, apply to the registration authority for establishment registration and submit the relevant approval documents.

Where international treaties or agreements concluded or acceded to by China provide for the establishment of representative offices engaged in profit-making activities, relevant documents shall also be submitted in accordance with laws, administrative regulations or provisions of The State Council.

Article 24 The registration authority shall, within 15 days from the date of acceptance of the application, make a decision on whether to grant registration or not, and may seek the opinions of the relevant departments as necessary before making a decision. Where a decision is made to grant registration, the registration certificate and representative certificate shall be issued to the applicant within 5 days from the date of making the decision; Where a decision to refuse registration is made, a notice of rejection of registration shall be issued to the applicant within 5 days from the date of making the decision, explaining the reasons for the refusal of registration.

The date of issuance of the registration certificate is the date of establishment of the representative office.

Article 25 Representative offices, chief representatives and representatives shall apply for residence, employment, tax payment, foreign exchange registration and other relevant formalities with the registration certificate and representative certificate.

Chapter IV Registration of changes

Article 26 Where there is a change in the registered items of a representative office, a foreign enterprise shall apply to the registration authority for registration of the change.

Article 27 Where a registered item is changed, an application for registration of the change shall be made within 60 days from the date of the change of the registered item.

Where the alteration of a registered item requires approval before registration in accordance with laws, administrative regulations or provisions of The State Council, an application for alteration registration shall be made within 30 days from the date of approval.

Article 28 Where the representative office continues to engage in business activities after the expiration of the term of residence, the foreign enterprise shall apply to the registration authority for change of registration within 60 days before the expiration of the term of residence.

Article 29 To apply for registration of change of representative office, an application for registration of change of representative office and the relevant documents required by the market supervision and administration department under The State Council shall be submitted.

Where the alteration of registered items requires approval before registration in accordance with laws, administrative regulations or provisions of The State Council, the relevant approval documents shall also be submitted.

Article 30 The registration authority shall, within 10 days from the date of acceptance of the application, make a decision on whether to approve the change of registration. Where a decision is made to approve the change of registration, the registration certificate and representative certificate shall be renewed within 5 days from the date of making the decision; Where a decision is made not to change the registration, a notice of rejection of the change registration shall be issued to the applicant within 5 days from the date of making the decision, explaining the reasons for not changing the registration.

Article 31 Where the authorized signatories, forms of corporate responsibility, capital (assets), business scope and representatives of a foreign enterprise are changed, the foreign enterprise shall, within 60 days from the date of such changes, file a record with the registration authority.

Chapter V Cancellation of registration

Article 32 Under any of the following circumstances, a foreign enterprise shall apply to the registration authority for cancellation of registration within 60 days after the occurrence of the following events:

(1) The foreign enterprise dissolves its representative office;

(2) the representative office ceases to engage in business activities at the end of its resident term;

(3) Termination of the foreign enterprise;

(4) The approval of the representative office is revoked or the representative office is ordered to close down according to law.

Article 33 When applying for cancellation of registration by a representative office, a foreign enterprise shall submit the following documents to the registration authority:

(1) Application for cancellation of registration of representative office;

(2) Tax registration cancellation certificate of representative office;

(3) a certificate issued by the customs and foreign exchange department that the relevant matters have been cleared up or that the representative office has not gone through the relevant procedures;

(4) Other documents as required by the market supervision and administration department under The State Council.

Where laws, administrative regulations or The State Council require approval for the termination of activities of a representative office, the relevant approval documents shall also be submitted.

Article 34 The registration authority shall, within 10 days from the date of accepting the application, make a decision on whether to grant the cancellation of registration. Where the decision to grant cancellation is made, the notice of grant cancellation shall be issued within 5 days from the date of making the decision, and the registration certificate and representative certificate shall be collected; Where a decision is made not to cancel registration, a notice of rejection of cancellation registration shall be issued to the applicant within 5 days from the date of making the decision, explaining the reasons for not cancelling registration.

Chapter VI Legal liability

Article 35 Where a representative office is established or engaged in the business activities of a representative office without registration, the registration authority shall order it to stop its activities and impose a fine of not less than 50,000 yuan but not more than 200,000 yuan.

Where a representative office violates the provisions of these Regulations and engages in profit-making activities, the registration authority shall order it to make corrections, confiscate its illegal gains, confiscate tools, equipment, raw materials, products (commodities) and other property specially used for profit-making activities, and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan; If the circumstances are serious, the registration certificate shall be revoked.

Article 36 Where a representative office is registered or put on record by submitting false materials or concealing the true situation by other fraudulent means, the registration authority shall order it to make corrections, impose a fine of not less than 20,000 yuan but not more than 200,000 yuan on the representative office, and impose a fine of not less than 1,000 yuan but not more than 10,000 yuan on the person in charge directly responsible and other persons directly responsible; If the circumstances are serious, the registration authority shall cancel the registration or revoke the registration certificate and hand in the representative certificate for cancellation.

Where the annual report submitted by a representative office conceals the true information or practices fraud, the registration authority shall order the representative office to make corrections and impose a fine of not less than 20,000 yuan but not more than 200,000 yuan on the representative office; If the circumstances are serious, the registration certificate shall be revoked.

Where a registration certificate or representative certificate is forged, altered, leased, lent or transferred, the registration authority shall impose a fine of not less than 10,000 yuan but not more than 100,000 yuan on the representative office; A fine of not less than 1,000 yuan but not more than 10,000 yuan shall be imposed on the persons directly in charge and other persons directly responsible; If the circumstances are serious, the registration certificate shall be revoked and the representative certificate shall be handed in for cancellation.

Article 37 Where a representative office violates the provisions of Article 14 of these Regulations by engaging in activities other than business activities, the registration authority shall order it to make corrections within a time limit; Those who fail to make corrections within the time limit shall be fined not less than 10,000 yuan but not more than 100,000 yuan; If the circumstances are serious, the registration certificate shall be revoked.

Article 38 Under any of the following circumstances, the registration authority shall order rectification within a time limit and impose a fine of not less than 10,000 yuan but not more than 30,000 yuan; Failure to correct within the time limit, the registration certificate shall be revoked:

(1) failing to submit annual reports in accordance with the provisions of these Regulations;

(2) failing to engage in business activities in accordance with the name registered by the registration authority;

(3) failing to adjust the place of residence as required by the relevant departments of the Chinese government;

(4) failing to announce its establishment or alteration in accordance with the provisions of these Regulations;

(5) failing to handle the relevant change registration, cancellation of registration or filing in accordance with the provisions of these Regulations.

Article 39 Where a representative office engages in serious illegal activities that endanger China's state security or social public interests, the registration certificate shall be revoked by the registration authority.

Where a representative office violates the provisions of these Regulations and its registration registration is revoked, or its registration certificate is revoked, or the relevant department of the Chinese government orders it to close down according to law, the foreign enterprise that established the representative office may not establish a representative office within the territory of China within five years from the date of the cancellation, revocation or order to close down.

Article 40 Where registration authorities and their staff abuse their power, neglect their duties, engage in malpractices for personal gains, fail to handle registration, investigate and handle illegal acts in accordance with the provisions of these Regulations, or support, cover up or connive at illegal acts, they shall be punished according to law.

Article 41 Whoever violates the provisions of these Regulations and constitutes an act violating the administration of public security shall be punished in accordance with the provisions of the Law of the People's Republic of China on Penalties for Administration of Public Security; If the case constitutes a crime, criminal responsibility shall be investigated according to law.

Chapter VII Supplementary Provisions

Article 42 The term "foreign enterprises" as mentioned in these Regulations refers to profit-making organizations established outside China in accordance with foreign laws.

Article 43 The fee items registered by representative offices shall be implemented in accordance with the relevant provisions of the finance department and the competent pricing department of The State Council, and the fee standards registered by representative offices shall be implemented in accordance with the relevant provisions of the competent pricing department and the financial department of The State Council.

Article 44 Where enterprises from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan Region establish representative offices within the territory of China, the registration administration shall be conducted with reference to the provisions of these Regulations.

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

中文原文 Chinese version

外国企业常驻代表机构登记管理条例