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外国公司郑州代表处注册工商登记所需资料清单(无需办理企业名称预先核准)
1.《外国(地区)企业常驻代表机构登记申请书》。
2.《指定代表或者共同委托代理人授权委托书》。
3.外国(地区)企业住所证明和存续2年以上的合法营业证明。指隶属外国(地区)企业所在国家或者地区有关部门出具的外国(地区)企业存续2年以上的主体资格证明或其他有关营业证明。
4.外国(地区)企业的章程或者组织协议。
5.外国(地区)企业出具的对有权签字人的授权或证明文件。
6.外国(地区)企业对首席代表、代表的任命文件。
7.同外国(地区)企业有业务往来的金融机构出具的资信证明。
8.首席代表、代表的简历和身份证明。
9.代表机构驻在场所的合法使用证明。
10.批准机关的批准文件。法律、行政法规或者国务院规定代表机构从事的业务活动须经批准的,应当取得批准。外国(地区)企业应自批准之日起90日内向登记机关申请设立登记,逾期申请设立登记的,外国(地区)企业应报批准机关确认原批准文件的效力或另行报批。
11.其他有关文件、证件。
注:
1.根据《外国企业常驻代表机构登记管理条例》等规定,外国企业申请在中国境内设立从事与该外国企业业务有关的非营利性活动办事机构适用本规范。
2.第3至7项的文件应经外国企业所属国家或地区公证机关及其有权机构认证,并经中华人民共和国驻该国(或代管该地区)使领馆认证。港澳台地区企业代表机构有关文件的公证认证按现行规定办理。
3.按照中国缔结或者参加的国际条约、协定规定设立从事营利性活动的代表机构,还应当依法提交相应文件。
4.代表机构设立登记,外国(地区)企业应当在登记机关指定的媒上向社会公告。
外国公司常驻郑州代表机构注意事项
1、常驻代表机构需要依法办理税务登记;
2、常驻代表机构不能从事经营活动;
3、常驻代表机构登记证一般有效期是1-2年,注意及时续期;
4、常驻代表机构每年需要进行年检,此点不同于其他类型企业已经改为年报;
5、常驻代表机信息在工商公示系统是无法查询信息的;
6、常驻代表机需要为首席代表及其他代表办理代表证;
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2、郑州公司代理记账服务、代理报税服务、税务咨询、税务代理服务、财务咨询服务及财税外包服务;
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5、郑州集群注册公司(提供注册地址服务);
6、郑州公司各类资质许可证代办服务;
7、郑州验资报告、审计报告、评估报告、汇算清缴报告等;
8、郑州公司各类变更代理、郑州公司注销代理;
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2、郑州外资公司代理记账服务、代理报税服务、税务咨询、税务代理服务、财务咨询服务;
3、郑州外资公司商务审批手续的代理服务;
4、郑州外资公司可行性研究报告的代拟服务;
5、郑州外资公司进出口权手续的代理服务;
6、郑州外资公司相关资料文书、财务报表、证书护照的翻译服务;
7、郑州外资公司工商年报代理服务;
8、郑州中外合资公司员工社保、公积金代理服务;
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10、郑州外资公司各类资质许可证代办服务。
11、香港公司注册、香港公司或香港居民身份公证书代理服务;
12、世界各大银行资信证明代理服务(不限金额);
13、外国人就业许可代理服务。
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《外国企业常驻代表机构登记管理条例》英文版
Decree of the State Council of the People’s Republic of China No. 584
The Regulations on Administration of
Registration of Resident Offices of Foreign Enterprises, which was
adopted at the 132nd executive meeting of the State Council on November
10, 2010, is hereby promulgated and shall enter into effect as of March
1, 2011.
Premier Wen Jiabao
November 19, 2010
Regulations on Administration of Registration of Resident Offices of Foreign Enterprises
Chapter I General Provisions
Article 1 The regulations shall be
formulated for the purpose of regulating the establishment and business
activities of resident offices of foreign enterprises.
Article 2 Resident offices of foreign
enterprise in the regulations (hereinafter referred to as representative
office) refers to the working bodies established by foreign enterprises
in accordance with the Regulations within China engaging in non-profit
programs related to their own business and does not possess the status
of a legal person.
Article 3 Representative offices should
abide by Chinese laws and shall not impair the state security and public
interests of China.
Article 4 Establishment, alteration and
termination of a representative office should go through registration
pursuant to the regulations.
A foreign enterprise shall take
responsible for the authenticity of application documents and materials
while applying for the registration of its representative office.
Article 5 The State Administration for
Industry and Commerce (SAIC) and its authorized local administrations
for industry and commerce shall be the authorities in charge of
registration and administration of representative offices (hereinafter
referred to as registration authority).
Registration authorities should establish
the information sharing mechanism with other related departments to
mutually offer the information concerning representative offices.
Article 6 A representative office should
submit the annual report to the registration authority from March 1 to
June 30 every year, with the contents including valid existence of the
foreign enterprise, business performance of the representative office,
expenditures for the auditing of the accounting firm and other related
matters.
Article 7 A representative office should
set up the accounting book by law to truly record funding allocation of
the foreign enterprise and expenditures of the representative office and
put it in the place where the representative office is located.
A representative office shall not use the accounts of other enterprises, organizations or individuals.
Article 8 Chief representative and
representatives entrusted by foreign enterprises as well as staff of
representative offices should abide by the provisions of laws and
administrative regulations on entry and exit, residency, employment, tax
payment and foreign exchange registration; in case of violation,
related departments shall impose punishment according to laws and
administrative regulations.
Chapter II Registration
Article 9 Registration of a representative
office includes the title of the representative office, name of chief
representative, business scope, residency site, residency period, and
title and domicile of foreign enterprise.
Article 10 The title of a representative
office should consist of the following subsequent parts:nationality and
Chinese name of foreign enterprise, name of the city where the office is
located and the words “representative office”, exclusive of the
following contents and words:
(1)impairing the state security or public interests of China;
(2)using the names of international organizations; and
(3)violating laws and administrative regulations or the provisions by the State Council.
A representative office should conduct business activities in the name as registered in the registration authority.
Article 11 A foreign enterprise should
designate one chief representative, who shall sign the registration
application documents of its representative office on behalf of the
foreign enterprise within the scope authorized by the foreign enterprise
in writing.
The foreign enterprise shall entrust 1 to 3 representatives based on the business needs.
Article 12 One person Chief representative
and representative shall not be appointed as Chief representative or
representative in the following conditions:
(1)the person imposed penalty for impairing the state security or public interests of China;
(2)the chief representative or
representative of a representative office that has been revoked the
establishment registration, registration certificate or ordered to close
by related department by law for conducting illegal activities
impairing the state security or public interests of China within 5 years
upon being revoked, cancelled or ordered to close down;and
(3)other conditions as the SAIC prescribed.
Article 13 A representative office shall not conduct profit-making activities.
In case international treaties and
agreements signed or joined by China have made separate provisions, the
provisions shall prevail, but except otherwise regulated by reserved
clauses as China has claimed.
Article 14 A representative office may engage in the activities related to the business of foreign enterprises as follows:
(1)market surveys, displays and campaigns related to the products or services of foreign enterprise;and
(2)liaison activities connected with sales
of the product of foreign enterprise, service providing, domestic
procurement and investment.
In case laws, administrative regulations
or the State Council provides that a representative office shall be
approved while engaging in the business activities as prescribed above,
it should gain approval.
Article 15 The residency site of a representative office is up to the foreign enterprise.
In accordance with the needs of the state
security and public interests of China, related departments may require a
representative office to adjust the residency site and timely report to
the registration authority.
Article 16 The residency period of a representative office shall not exceed the duration of the foreign enterprise.
Article 17 The registration authority
should record the registration of a representative office in the
registration book for reference and copying by the public.
Article 18 A representative office should
lay the Registration Permit of Resident Representative Office of Foreign
Enterprise in China (hereinafter referred to as registration permit)
issued by the registration authority in the eye-catching place of its
residency site.
Article 19 Any unit and individual shall
not forge, alter, lease, lend or transfer the registration permit and
the chief representative and representative cards (hereinafter referred
to as representative card).
In case the registration permit or
representative card is lost or damaged, the representative office should
declare its invalidation on the designated media and apply for another
registration permit or representative card.
In case the registration authority makes
the decision on approval of registration of alteration, cancellation of
registration, cancellation of alteration registration, or revocation of
registration permit, the original registration permit, or the chief
representative and representative card issued by the authority shall be
automatically invalid.
Article 20 For the establishment or
alteration of its representative office, a foreign enterprise should
announce it to the public on the media designated by the registration
authority.
In case the establishment or revocation
registration of a representative office shall be annulled or cancelled
by law, it shall be announced by the registration authority to the
public.
Article 21 For the acts of a
representative office suspected of violating the regulations, the
registration authority may by law execute the following duties:
(1)to investigate and know about information from related units and individuals;
(2)to consult, copy, seal up and seize contracts, notes, accounting books and other materials connected with illegal acts;
(3)to seal up and seize the tools, equipment, raw materials, products (commodities) specially for illegal acts; and
(4)to investigate the accounts and
accounting voucher, accounting books and statement of account related to
deposits of the representative office engaging in illegal acts.
Chapter III Registration of Establishment
Article 22 An application shall be made to the registration authority if a representative office is established.
Article 23 Applying for the establishment
of a representative office, a foreign enterprise should submit to the
registration authority the following documents and materials:
(1)application for registration of establishment of representative office;
(2)domicile certification of the foreign enterprise and business license valid for more than 2 years;
(3)articles of associations or organization agreement of the foreign enterprise;
(4)commission documents issued by the foreign enterprise to chief representative and representative;
(5)identification papers and resumes of chief representative and representative;
(6)certificate of capital credit issued by financial institution having business ties with the foreign enterprise; and
(7)the certification for the lawful right to use the residency site of the representative office.
In case laws, administrative regulations
or the State Council provides that the establishment of a representative
office shall be approved, a foreign enterprise should file an
application for registration of establishment to the registration
authority within 90 days upon being approved and submit related approval
documents.
In case the international treaties and
agreements signed or joined by China provide that a representative
office engaging in profit-making activities shall be established,
corresponding documents shall be also submitted in accordance with the
provisions of laws, administrative regulations or the State Council.
Article 24 The registration authority
should make a decision on whether or not to approve registration of
establishment within 15 days upon accepting application and may solicit
opinions of related departments when necessary prior to the decision; in
case an approval is made, it should grant to the applicant the
registration certificate and representative card within 5 days upon
making the decision; in case no approval is made, it should issue to the
applicant the registration rejection notice within 5 days upon making
the decision and give the reason for not granting registration.
The issuing date of registration certificate shall be the establishment date of a representative office.
Article 25 A representative office, chief
representative and representative holds the registration certificate and
representative card to apply for handling related formalities of
residency, employment, tax paying and foreign exchange registration.
Chapter IV Registration of Alteration
Article 26 A foreign enterprise should
file an application to the registration authority for the registration
of alteration if an alteration of registration of its representative
office occurs.
Article 27 In case alteration of
registration arises, an application for registration of alteration
should be filed within 60 days upon the alteration of registration.
In case registration of alteration shall
be approved prior to registration in accordance with the provisions of
laws, administrative regulations or the State Council, an application
for the registration of alteration should be filed within 30 days upon
being approved.
Article 28 In case its representative
office continues to conduct business activities after the expiration of
residency, a foreign enterprise should file an application for
registration of alteration to the registration authority within 60 days
prior to the expiration of residency.
Article 29 For the application for the
registration of alteration of a representative office, the application
for registration of alteration and related documents as the SAIC
prescribed should be submitted.
In case registration items of alteration
shall be approved prior to registration in accordance with the
provisions of laws, administrative regulations or the State Council,
related approval documents should be also submitted.
Article 30 The registration authority
should make the decision on whether or not to approve the registration
of alteration within 10 days upon accepting application. In case a
decision on approving registration of alteration is made, the
registration certificate and representative card should be renewed
within 5 days upon the decision; in case no decision on registration of
alteration is made, the notice of rejecting registration of alteration
should be issued to the applicant within 5 days upon the decision with
the reason for not approving registration of alteration given.
Article 31 In case alteration of
authorized signatory, liability type of enterprise, capital (assets),
and business scope of a foreign enterprise arises, it should apply to
the registration authority for filing within 60 days upon the alteration
of above-mentioned items.
Chapter V Registration of Annulment
Article 32 A foreign enterprise should
apply to the registration authority for registration of annulment within
60 days as of the date when the following items arise in one of the
conditions as follows:
(1)the foreign enterprise revokes its representative office;
(2)its representative office no longer conducts business activities upon the expiration of residency;
(3)termination of the foreign enterprise;and
(4)its representative office shall be revoked or ordered to close down by law.
Article 33 Applying for the registration
of annulling its representative office, a foreign enterprise should
submit to the registration authority the following documents:
(1)the application letter for registration of annulling the representative office;
(2)certification for annulment of taxation registration of the representative office;
(3)certification for the completion of
liquidating related issues or related unfinished formalities for the
representative office issued by customs and foreign exchange
departments; and
(4)other documents submitted as the SAIC prescribed.
In case a representative office
terminating business activities shall be approved in accordance with the
provisions of laws, administrative regulations or the State Council,
related approval documents should also be submitted.
Article 34 The registration authority
should make the decision on whether or not to approve registration of
annulment within 10 days upon accepting the application. In case a
decision on approving registration of annulment, the authority should
issue the approval annulment notice within 5 days upon the decision and
withdraw registration certificate and representative card; in case a
decision on not approving registration of annulment is made, the
authority should issue to the applicant the notice of rejecting
registration of annulment within 5 days upon the decision with the
reason for not approving registration of annulment given.
Chapter VI Legal Liability
Article 35 In case a foreign enterprise
establishes the representative office at random or conducts business
activities of a representative office without registration, the
registration authority shall order it to suspend activities and impose a
penalty of RMB50,00 to RMB200,000.
In case a representative office conducts
profit-making activities in violation of the regulations, the
registration authority shall order it to make corrections, confiscate
illegal income and the tools, equipment, raw materials and products
(commodities) specially for profit-making activities and impose a
penalty of RMB50,000 to RMB500,000; in serious circumstances, the
registration certificate shall be suspended or revoked.
Article 36 In case a foreign enterprise
gains the registration or filing of its representative office by
submitting false materials or concealing the true situation by other
fraudulent means, the registration authority shall order it to make
correction and impose on the representative office a penalty of
RMB20,000 to RMB200,000 and on directly responsible person in charge and
other persons directly responsible a penalty of RMB1000 to RMB10,000;
in serious circumstances, the registration authority shall annul
registration or revoke registration certificate and withdraw
representative card.
In case a representative office conceals
the true situation and practices frauds in the annual report, the
registration authority shall order it to make corrections and impose on
the representative office a penalty of RMB20,000 to RMB200,000; in
serious circumstances, the registration certificate shall be suspended
or revoked.
In case a representative office forges,
alters, lease, lend or transfer registration certificate or
representative card, the registration authority shall impose on the
representative office a penalty of RMB10,000 to RMB100,000, and on
directly responsible person in charge and other persons directly
responsible a penalty of RMB1000 to RMB10,000; in serious circumstances,
the registration certificate shall be suspended or revoked and
representative card shall be withdrawn.
Article 37 In case a representative office
conduct other activities beyond business in violation of Article 14 of
the regulations, the registration authority shall order it to make
corrections; in case corrections fail to be made within the prescribed
period, a penalty of RMB10,000 to RMB100,000 shall be imposed on; in
serious circumstances, the registration certificate shall be suspended
or revoked.
Article 38 The registration authority
shall order it to make corrections and impose a penalty of RMB10,000 to
RMB30,000; in case corrections fail to be made within the prescribed
period, the registration certificate shall be suspended or revoked, in
the following conditions:
(1)to submit the annual report not in accordance with the regulations;
(2)to conduct business activities not in accordance with the name as registered in the registration authority;
(3)to adjust the residency site not in accordance with the requirements of related departments of Chinese government;
(4)to announce its establishment and alteration not in accordance with the regulations;and
(5)to handle related registration of alteration, registration of annulment or filing not in accordance with the regulations.
Article 39 In case a representative office
conduct seriously illegal activities impairing the state security or
public interests of China, the registration authority shall suspend or
revoke the registration certificate.
In case a representative office is
cancelled the registration of establishment, suspended or revoked the
registration certificate or ordered to close down by the related
department of Chinese government in violation of the regulations, the
foreign enterprise establishing the representative office shall not set
up another representative office within 5 years upon being cancelled,
revoked or ordered to close down.
Article 40 In case the registration
authority and its staff misuse the authority, neglect the duty, or
commit illegalities for personal gains to handle registration and
investigate and deal with violations or support, cover up and
countenance illegal acts not in accordance with the Regulations,
punishment shall be imposed on according to law.
Article 41 In case anyone violates the
regulations by committing acts against public security administration,
punishment shall be imposed on in accordance with the Penalty Law of
Public Security Management of the People’s Republic of China; if a crime
has been constituted, criminal liability shall be investigated
according to law.
Chapter VII Supplementary Provisions
Article 42 The foreign enterprise in the
regulations refers to the profit-making organization established within
China according to foreign laws.
Article 43 Fee items for the registration
of a representative office shall be subject to related provisions by the
finance department and the department in charge of price under the
State Council, so shall the charging standard for the registration of a
representative office.
Article 44 In case an enterprise from the
Hong Kong Special Administrative Region, the Macao Special
Administrative Region or Taiwan sets up its representative office within
China, it shall be subject to the registration management as the
regulations has prescribed.
Article 45 The regulations shall enter
into effect as of March 1, 2011, and the Measures for the Administration
of Resident Offices of Foreign Enterprises issued by the SAIC on March
15, 1983 through the approval of the State Council on March 5, 1983
shall be simultaneously annulled.
The State Council of the People’s Republic of China 2010-11-19