Registration of changes to a foreign-invested enterprise

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Registration of changes to a foreign-invested enterprise

02-24-2020

Basic Information

Business type	Administrative permit	Certificate type	Committed certificate
Business category	Change of establishment, cancellation of legal person	Implementing entity	Shanghai Municipal Administration for Market Regulation
Nature of implementing entity	Legal body	Code of implementing entity	11310000MB2F3067XN
Service subjects	Enterprise legal persons	Approval subjects	Company establishment: A natural person, legal person or any other organization that may establish a company with foreign investment according to law. Branch establishment: A foreign-invested company that may establish a branch according to law. Change (for the record) and cancellation: Foreign-invested companies and their branches in administrative areas of Shanghai
Service scope	Across this Municipality	Exercising level	Municipal level
Source of power	Legal exercise at this level	Handling mode	Handling at the window, online handling
Is reservation available?	No	Is online payment available?	No
Is courier service available?	No	Is self-service terminal service available?	No
Co-handling body	No	Intermediary service	No
Quantity limit	There is no quantity limit and approval is granted once the conditions are met.	Operating system	Municipal level
Required number of arrivals at the site	2	Depth of online handling	Online pre-approval
Handling period specified by law	15 (working days)	Committed time limit for closing	5 (working days)
Business status	In use	Business version	10
Whether it is available at the online administrative service center	Yes
Applicable scope	The Guide is applicable to foreign-invested companies and their branches on application for company and branch business licenses in administrative areas of Shanghai.
Content of review and approval	Registration of establishment, change and cancellation of foreign-invested company and its branch
Division of authority	Shanghai Municipal Administration for Market Regulation shall mainly register the foreign-invested companies and their branches in the Negative List and of financial category, foreign-invested companies that the State Administration for Market Regulation authorizes it to register, and other foreign-invested companies and their branches to be registered by it as Shanghai Municipal Administration for Market Regulation thinks. Pudong New Area Market Supervision Administration Bureau (or the Market Supervision Administration Bureau of China (Shanghai) Pilot Free Trade Zone) shall mainly register the foreign-invested companies and their branches outside the Negative List in administrative areas of Pudong New Area (or China (Shanghai) Pilot Free Trade Zone). Entrusted by Shanghai Municipal Administration for Market Regulation, the market supervision administration bureaus of other districts shall register the foreign-invested companies and their branches in administrative areas of those districts, except for those registered by Shanghai Municipal Administration for Market Regulation.

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Conditions for Acceptance

The application materials are complete and prepared in a legal form. See details in the List of Application Materials.

Application Materials

Instructions for Filling

1. The application materials shall be sequenced in the order as set out in the List of Application Materials in this Guide;

2. The documents prepared by the Applicant are printed with A4 papers, and those issued by the government and other authorities shall be provided in the size(s) as the original(s);

3. Copies of the application materials shall be clear and legible.

Formal Standards

1. The application materials shall be arranged in the order specified in the application form in the Guide; 2. The copies of the application materials shall be clear; and 3. The application materials shall be prepared with A4 papers and shall be completed or signed with black or blue-black pens, writing brushes or signature pens instead of ball-point pens.

List of Application Materials

Name of material	Source	Type of material	Number of hardcopy materials	Form of material	Remarks	Mandatory or not	Template	Blank form
Application for Registration (Filing) of Company	Based on the version of the State Administration for Market Regulation	Original	1	Hardcopy	View details	Mandatory	Download to view	Downloadthe Form
Resolution or decision made according to law	Prepared by the Applicant	Original	1	Hardcopy	View details	Not mandatory
The amendment to the articles of association or the revised articles of association, and the amendment to contract or the revised contract signed by the legal representative	Prepared by the Applicant	Original	1	Hardcopy	View details	Not mandatory
The notice of approval of change in company name	Market Supervision Department	Original	1	Hardcopy	View details	Not mandatory
The certificate of legal use of changed domicile	Prepared by the Applicant	Original and copy	1	Hardcopy	View details	Not mandatory
The copies of former legal representatives dismissal certificate and new legal representatives appointment certificate and identity document	Prepared by the Applicant	Original and copy	1	Hardcopy	View details	Not mandatory
The sample of newspaper for publishing the capital reduction announcement, and the debt settlement report or debt guarantee certificate	Newspaper announcement	Original	1	Hardcopy	View details	Not mandatory
Equity transfer agreement and any other investors transfer approval statement	Prepared by the Applicant	Original	1	Hardcopy	View details	Not mandatory
Qualification certificate of the entity of equity transferee	Prepared by the Applicant	Original and copy	1	Hardcopy	View details	Not mandatory
The certificate of relevant legal registration authority for approval of change in investors name	Investor registration authority	Original and copy	1	Hardcopy	View details	Not mandatory
The copies of dismissal documents of former directors, supervisors and managers and appointment documents and identity documents of new directors, supervisors and managers	Prepared by the Applicant	Original and copy	1	Hardcopy	View details	Not mandatory
Record by the company liquidation group, and submission of legally-made resolution or decision	Prepared by the Applicant	Original	1	Hardcopy	View details	Not mandatory
Approval document of the approval body	The Ministry of Commerce or relevant approval body	Original and copy	1	Hardcopy	View details	Not mandatory
Business license	Market Supervision Department	Original and copy	1	Hardcopy	View details	Mandatory

Name of the Application Document

Application for registration (filing) of company

Place of Business Handling

The Government Service Hall of Shanghai Municipal Administration for Market Regulation, No.301, Zhaojiabang Road

Business Hours

9:00-11:30 and 13:30-16:30 (14:00-16:30 in summer) from Monday to Friday (excluding statutory holidays)

Legal Basis

Article 4 of the Regulation of the Peoples Republic of China on the Administration of Company Registration (Decree No. 451 of the State Council of the People’s Republic of China): The administrative agencies for industry and commerce shall be the company registration authorities. The company registration authorities at a lower level shall conduct company registration under the leadership of the company registration authorities at a higher level. The company registration authorities shall perform duties in accordance with the law, free from any unlawful interference.

Procedures of Business Handling

View the flow chart.

Mode of Business Handling

1. General procedures

(1) Business description

One staff member of the administrative departments of registration conducts the initial review and receives the materials and another staff member decides whether to register after examination.

(2) Applicable situation

Applications where all necessary application materials are submitted in legal form and do not need to be verified.

2. Procedure of verification

(1) Business description

The administrative departments of registration decide to accept the application, designate more than 2 staff members to verify the application materials, and decide whether to register based on the result of verification.

(2) Applicable situation

Applications where all necessary application materials are submitted in legal form and need to be verified.

Special Procedures

Approval Certificate

Review and Approval Charges

Charged or not

Rights and obligations of the applicant

The applicant shall have the following rights according to laws:

1. In the case of meeting the legal conditions and standards, the applicants have the equal right to obtain the administrative permit according to law.

2. The applicants have the right to state on and defend against the implementation of administrative permit by the administrative departments of registration.

3. The applicants have the right to apply for administrative reconsideration or bring an administrative lawsuit according to law.

4. Where the legal rights are damaged by illegal implementation of administrative permit by the administrative departments of registration, the applicants have the right to claim compensation according to law.

The applicant shall have the following obligations according to laws:

In applying for the administrative permit, the applicants shall truthfully submit the relevant materials to the market regulatory authority and demonstrate the true situation, and shall be responsible for the authenticity of the substantial contents of the application materials.

Consultation Method

Consultation Phone

(021)64220000-5475; (021)12345

Consultation Approach

http://scjgj.sh.gov.cn/shaic/consult!toQuestion.action

Supervision and Complaint Method

Complaint Phone

(021)12345

Complaint Channel

http://scjgj.sh.gov.cn

FAQs

Question: What are specific requirements for announcing corporate capital reduction on newspaper?

Answer: Such an announcement shall be published on a newspaper distributed in the whole city of Shanghai after the date of resolution or decision of the company’s supreme power body. An application for capital reduction may be officially submitted only 45 days after publication of such an announcement.

Common Unacceptable Sample

Common mistake: The articles of association are adopted by a change resolution, but the submission is an amendment to the articles of association.

Correct action: The document adopted by the change resolution must be the same as the submission. If the new articles of association are adopted, the submission must be the complete articles of association; and if the amendment is adopted, the submission must be the amendment.