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Procedures for Enterprise Establishment2005/03/11
(1) Selecting investment partners A potential investor may, through diverse channels, establish contacts with departments in charge of economic and social development under the municipal government or district-county governments, enterprises, schools of higher learning, research institutes and intermediary service agencies to select possible partners of cooperation and discuss with them matters of cooperation. (2) Signing letters of intent The Chinese and foreign parties to a project should sign a letter of intent on cooperation. (3) Project application and feasibility study report The report is supposed to have detailed analysis of the address, resources, raw materials, transportation planning, external supporting facilities, technologies, finances, etc., with the list of imported equipments if any. (4) Examination and approval of the project application and feasibility study report 1. Limit of authority (see the first clause in chapter V, Limit of Authority for Open of Examination and Approval) 2. Channels of submission a. Applications from units under the municipal government shall be submitted to the MDPC by the departments in charge of such units. b. Applications from units under a district-country government shall be submitted to the MDPC by the district-county development planning commission. c. An application from an enterprise without affiliation to a government department shall be submitted by the development planning commission of the county or district where the said enterprise is based. d. Whereas a foreign-invested project needs examination and approval by the SDPC, in most cases the said project shall be submitted by the department in charge of such projects to the MDPC for initial examination. The said project shall be submitted to the MDPC after approval is given through initial examination. Appendix: The following documents shall be supplied in submitting a foreign-invested project to the MDPC for examination and approval: a. Application (project proposal); b. Letter of intent on cooperation signed by the parties to the project; c. The feasibility study report on the project; d. Duplicates of the business licenses issued by the governments of countries (regions) to the investment contributors; e. Letters of credit for the investment contributors, and personal identity documents of the foreign investors; f. Documents of certification for the legal representatives of the investment contributors; g. Report issued by the authorities having undertaken initial examination of the proposed project on their opinions and comments on the said project (to be submitted when deemed necessary); h. Other documents deemed by the organ of examination and approval as necessary for submission. Beijing Municipal Development and Reform Commission Add: Ding No.2, Fuxingmennan Dajie, Beijing Tel: +86 10 6641 5588, 0418 WWW: http://www.bjpc.gov.cn The District-county Development and Reform Commissions (Tel: +86 10…):
The foreign-funded enterprises should apply to the industrial and commercial administrative authority for preliminary registration of enterprise name when they have had project proposals approved but not yet signed the contract regulations. Required documents and credentials for preliminary registration of enterprise name or name changing: 1 Application form for the preliminary examination and approval of enterprise name (name changing). 2 The application form should bear personal ID document copies, including citizenship identifications, passports, long-term residence permits, re-entry permits for Hong Kong, The applicants who meet any of the following conditions should submit additional documents: i. Applicant who uses his/her personal name as an enterprise name (the applicant must be the enterprise investor or shareholder) should put forward personal ID documents. Please also note that those names which are identical with the names of China’s party leaders, State leaders or renowned figures in China’s liberation causes cannot be used. ii. In the case of using trademark characters as enterprise names, the applicants should submit approval documents validated by the trademark owner, trademark registration certificate (the certificate copy bearing the stamp of registration owner is to the same effect), and qualification certificate of the trademark owner. (the certificate should bear the official stamp if the owner is a commercial institution and personal ID copies are required if the owner is an natural individual) iii. If the proposed enterprise name involves the abbreviative or full name of renowned enterprises, colleges or scientific institutions, the permission documents from these entities must be presented before registration, otherwise the registration will not be accepted. iv.In the case of applying for an enterprise name being used by another entity in the same industry, applicant should submit current owner’s permission and the sealed copy of the owner’s business license except that the two parties are in investing relation. The authorized name by the current owner may not incur deception or misunderstanding in public. v.If the proposed enterprise name contains the Chinese characters of “Zhongguancun”, the applicant should present the opinions on the use of the name by Office of Zhongguancun High-tech Zone Construction Leading Team. vi.If the proposed enterprise name contains the Chinese characters of “Beijing Central Business District”, the applicant should acquire the permission from “Administration Committee of Beijing Central Business District” prior to the registration Address: No. 36, Tel: +86 10 82690900 E-mail: sjbgs@hd315.gov.cn The district-county Bureaus of Industry and Commerce (+86 10):
Government departments of foreign economic and trade relations shall be responsible for examination and approval of Sino-foreign joint venture, cooperative and sole foreign-invested enterprises’ contracts and articles of association. The following documents shall be supplied when applying for examination and approval: 1. Feasibility study reports and documents certifying their approval; 2. Application for project establishment, project contract and corporate articles of association; 3. Duplicates of business licenses or commercial registration certificates of the investment contributors; 4. Letters of credit for the investment contributors; 5. List of the board of directors and letters of appointment for the board members; 6. Letters of approval for the pre-registration of the corporate names; 7. Other documents deemed by the organ of examination and approval as necessary for submission. (7) Obtaining approval certificates The following documents shall be supplied when applying for obtainment of approval certificates: 1. Application for Foreign-Invested Enterprise; 2. Business License of the foreign party and its commercial registration certificate and letter of credit issued by a bank; 3. Business license of the Chinese party; 4. Feasibility study report and the document of approval; 5. Application for project establishment and contract and corporate articles of association and documents of approval; 6. List of the board of directors and letters of appointment for the board members; 7. Letter of approval for verification and approval of corporation name pre-registration; 8. Letter of pre-approval for legal entity code; 9. Other documents deemed by the organ of examination and approval as necessary for submission.
The district-county Bureaus of Commerce (+86 10):
(8) Statistical registration A foreign-invested enterprise shall go through the procedures of statistical registration with the government organ of statistics after obtaining the certificate of approval and before going through the procedures of industry and commerce registration: a. The official copy of the certificate of approval; b. Fill in the Statistical Registration Form for Enterprise (in two duplicates);
Address: No.36, Tel: +86 10 63011066 WWW: http://www.bjstats.gov.cn E-mail: bjsbcc@public3.bta.net.cn The district-county Statistical Bureaus (+86 10):
(9) Complete procedures for industry and commerce registration (for details, see the fourth clause in this chapter, relevant rules and regulations/rules and regulations on Industry and Commerce Administration); (10) The Confirmation Letter of Foreign and Local Investment Projects Encouraged by the Nation, provided by the MFETC. (11) Complete procedures for use of land (for details, see the relevant rules and regulations /rules and regulations on Use of Land); (12) Going through the procedures for the Foreign Exchange registration Certificate for Foreign-Invested Enterprise (for details, see the relevant rules and regulations/rules and regulations on Foreign Exchange Control); (13) Open of bank account A foreign-invested enterprise may open a foreign exchange account with any bank authorized to engage in foreign exchange operations. In doing so, the following documents shall be supplied: 1. Business license by the relevant industry and commerce administration; 2. Certificate of approval for the enterprise. A foreign-invested enterprise shall, with the Foreign Exchange Registration Certificate issued by the relevant foreign exchange control administration and other relevant documents, open a foreign exchange account with the account bank at the place of its registration. A foreign-invested enterprise shall, with the Foreign Exchange Registration Certificate and the Account Opening Notice issued by the relevant foreign exchange control administration, open foreign exchange settlement and foreign exchange capital fund accounts. The foreign exchange settlement account shall be applicable to revenues and expenditures under the current account and to such expenditures under capital account as approved by the relevant foreign exchange control administration. With the registration certificate for external debt and the loan certificate of foreign exchange registration issued by the State Administration of Foreign Exchange, foreign-funded enterprises can create bank accounts for the service of switching external debt to loan and acquiring foreign exchange loan released by domestic Chinese-funded financial institutions.
A foreign-invested enterprise shall, with the Notice on Opening Special Account on Repayment of Foreign Debts, Capital plus Interest, or the Notice on Opening Special Account for Repayment of Loans in Foreign Exchange, Capital plus interest, and open special accounts with account opening bank for repayment of the capital plus interests of foreign debts, loans transferred from foreign debts and loans in foreign exchange extended by Chinese financial organizations in China. Whereas an enterprise needs to open a foreign exchange settlement account and a foreign exchange account with a bank not based in the place of its registration to facilitate its operations, the said enterprise may apply to the foreign exchange control administration at the place of its registration for permission. The said enterprise may, with the Account Opening Notice issued by the foreign exchange control administration at the place of its registration, get registered with the foreign exchange control administration at the place where the account is to be opened. It shall go through the procedures of accounting opening with the account bank only after the application is approved by the foreign exchange control administration at the place where the account is to be opened with the official seal of the said administration affixed to the certificate of approval. (14) Taxation registration A foreign-invested enterprise shall, within 30 days from the day it obtains the business license, go through the procedures of taxation registration with the proper taxation authorities, upon production of the following documents: 1. The business license or other certificates issued by the proper authorities of industry and commerce administration; 2. The contract and corporate articles of association and the documents of approval; 3. The License for Bank Account Opening; 4. Identity cards, passports or other applicable credentials of the legal representatives or persons in charge; 5. The enterprise official and financial seals; 6. The certificate of title to house property, or house rental agreement; 7. The certificate of organization code issued by the technical supervision departments; 8. Other relevant certificates and materials that tax authorities require. Beijing Municipal Bureau of State Taxes Address: No. 10, Chegongzhuang Dajie, Xicheng District, Beijing, 100044 Tel: +86 10 8837 2266
Beijing Municipal Bureau of Local Taxes Address: No. 8, Chegongzhuang Dajie, Xicheng District, Beijing, 100044 Tel: +86 10 8837 1741 Service hot line: 12366
District-county and state taxation bureaus (+86 10):
(15) Customs procedures 1. The following documents shall be supplied when applying for Customs registration: i. Enterprise approval certificate; ii. The business license; iii. Corporate contract and articles of association, along with letters of approval; iv. A list of the equipment to be imported with approval; v. Assets assessment report for the enterprise.
2. The following documents shall be supplied when applying for collection or exemption of taxes on import and export goods: i. Application for collection or exemption of taxes on import and export goods; ii. Invoices of the said goods; iii. Copy of the import and export permits. 3. The following documents shall be supplied when making Customs declaration and taking delivery of goods: i. Customs declaration bill of imported or exported goods; ii. Receipt of goods; iii. Packaging bill; iv. Letter of exemption of taxes on import and export goods; v. Bill of cargo or lading; vi. Certificates needed for import or export. Enterprise Administration section, Inspection Division, Beijing Customs Address: No.59, Zhichun Lu, Zhongguancun, Haidian District, Beijing Tel: +86 10 6264 9520 (16) Financial registration (see the relevant rules and regulations/rules and regulations regarding financial administration)
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