FOREIGN-INVESTED COMPANY 

For the establishment, modification or cancellation of a foreign-invested company, the following documents are to be prepared and submitted respectively:

Establishment

1. Application form for company registration;

2. For the company of which the name is subject to pre-approval, the Notification of Company Name Registration is to be submitted;

3. Article of association;

4. Certificate(s) of registration or IDof investor(s);

5. Appointment documentsforthe legal representative, director(s), supervisor(s) and manager with copies of their certificates of ID;

6.Certificate of the company’s domicile (address);

7. For the joint stock limited liability company (LLC) established by means of promotion, the record of the shareholders’ meeting is to be submitted; for the joint stock LLC established by means of offer, the record of the inaugural meeting is to be submitted;

8. For the joint stock LLC established by means of offer that involves public offering, the original approval document, or its copy by China Securities Regulatory Commission (CSRC) is to be submitted;

9. Copy of the document(s) of approval or permit(s) (only for the company of which the business scope is subject to approval prior to registration as required in relevant laws, administrative regulations,and the decisions by the State Council).

Modification

1. Application form for company registration;

2. Resolution or decision on the modification made in accordance with laws and regulations;

3. Amendment to the article of association or the amended article of association, signed by the legal representative;

4. The following documents are to be submitted if any registration information is to be modified:

(1) Name: for the company of which the name is subject to pre-approval, the Notification of Company Name Modification Registration is to be submitted;

(2) Domicile: certificate of the new domicile (address);

(3) Legal representative: dismissal document of the original legal representative and appointment document of the new one, made according to the article of association, with the copy of ID of the new legal representative;

(4) Registered capital: for the decrease of capital, the announcement in newspaper and the letter of guarantee for debt settlement are to be submitted; for joint stock LLC that increases its capital by means of public offering or listed company that increases its capital by means of private placement, the approval document by CSRC is to be submitted;

(5) Business scope: for the company of which the business scope is subject to approval prior to registration as required in relevant laws, administrative regulations, and the decisions by the State Council, copy of the document(s) of approval or permit(s) are to be submitted;

(6) Shareholder(s): equity/share transfer agreement(s), statement(s) of consent to the transfer by other shareholder(s), certificate(s) of registration or ID of new shareholder(s) and the power of attorney for acceptance of legal documents;

(7) Shareholder(s)’ name: certificate(s) of modification of the shareholder(s)’ name issued by relevant registration authority;

5. Printed business license.

Cancellation

▲ Filing of the liquidation group

1. Application form for company registration;

2. Resolution or decision on setting up the liquidation group made in accordance with laws and regulations;

3. Copy of the business license (with the official seal on it).

▲ Cancellation

1. Application form for enterprise cancellation;

2. Resolution or decision on the cancellation made in accordance with laws and regulations;

3. Liquidation report which has been confirmed in accordance with laws and regulations;

4. Tax clearance certificate (not required if the status of clearance can be confirmed by the registration authority by means of information sharing between government departments);

5. Printed business license.

(For the company unrestricted by special administrative measures that applies for simplified cancellation, the above-mentioned documents No. 2, 3 and 4 are not required to be submitted, a letter of commitment by all investor(s) is to be submitted instead.)

• Note:

Certificate(s) of registration, or name modification of foreign investor(s) are to be notarized by local authorities and verified by Chinese embassy or consulate(s) overseas before they can be used for registration in China;

If the above-mentioned documents are in a foreign language, they are to be properly translated into Chinese, and the translated version with the seal of the translator (company or other organization) is to be submitted.

For more details, please visit to our website: http://scjgj.sh.gov.cn