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[ESTABLISHING A BUSINESS ENTITY IN CHINA]
application documents and procedures. In general, the application package shall include an application form, the AOA signed by all the shareholders, the appointment documents for all required positions, and identity documents of the legal representative, the directors, the supervisors and the manager, and the incorporation certificate (or its equivalent) or identity document of each investor, etc.. To date, almost all local AMRs administer the application process online through its online system (“ AMR System ”). The application documents may in principle be submitted online in scanned form although some local AMRs may also require original copies or photocopies to be submitted onsite. After the registration application is approved, the AMR will issue a business license to the FIE which evidences its due formation. b) Reporting to MOFCOM As mentioned in the recital, MOFCOM is responsible for regulating the admission of foreign investment. While a foreign investor applies to the relevant AMR for business registration, it shall submit a report to MOFCOM regarding the proposed foreign investment. To ease the burden on foreign investors, instead of a separate reporting procedure, now the reporting to MOFCOM may be completed through the AMR System, where MOFCOM will collect and review information regarding the proposed foreign investment. For the purpose of reporting to MOFCOM, the basic information of
the FIE (such as its name, registered office, type, industry involved, business scope, registered capital, senior managers, etc.), as well as the basic information of its investors (such as place of establishment, place of funds source, subscribed and paid-in capital, ultimate controller, etc.) shall be submitted through the report form on the AMR System. If the foreign investor is making the investment by acquiring interests from an existing shareholder of the enterprise, it will need to submit additional information regarding the proposed transaction and the parties to the transaction, etc. If the foreign investor is investing in a listed company, it will need to comply with eligibility requirements which may involve additional information being collected.
4 Operational Considerations
1) Post-formation Registration After obtaining the business license, an FIE shall complete various post- registration procedures before formal operation, such as the foreign exchange registration with the relevant banks, the tax registration with the local counterpart of the State Taxation Administration, and the social security registration with the social security authority, etc. 2) Approval by or Filing with the NDRC Where the business of an FIE involves an “investment project” (typically referring to a fixed assets or infrastructure investment project), additional filing with or approval by the
ILN Corporate Group – Establishing a Business Entity Series
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