Regulations and Procedures for Handling Registration of Modification of Foreign-funded Enterprises within the Authority

Updated: 2019-05-15

1 Scope of Registration

The regulations specify the subjects, the handling basis, the items, the scope of authorization, the materials required, the procedures, the fees and the time needed for the foreign-funded enterprises within the authority.

These regulations apply to the registration of modification of foreign-funded enterprises within the authority.

Note: Declared items of restricted industries in the Guidance Catalogue for Foreign Investment Industries, and of foreign investors' acquisition of equity or assets from Chinese companies do not fall within the scope of modification registration as specified in these Regulations. The rights to interpret the specific scope belong to the competent authorities of commerce in accordance with current regulations.

2 The Subject

2.1 Service Targets

Foreign investors in Guiyang City

2.2 Authority of Registration

Guiyang Municipal Bureau of Commerce

2.3 Supervisory Authority

Guiyang Municipal Service Center

3.1 Law of the People's Republic of China on Companies

3.2 Notice on Issues Concerning the Decentralization of the Examination and Approval Authority for Foreign Investment (Issued by Department of Commerce of Guizhou Province [2010] No. 152)

3.3 Interim Measures for the Administration of Establishment and Modification Registration of Foreign–funded Enterprises (No. 3 Announcement of the Ministry of Commerce of the People's Republic of China)

3.4 List of Establishment and Modification Registration Institutions for Foreign-funded Enterprises (Issued by the Department of Commerce of Guizhou Province)

3.5 Guidance Catalogue for Foreign Investment Industries (Revised in 2016)

3.6 Catalogue of Advantageous Industries for Foreign Investment in the Central and Western Regions (Revised in 2017)

4 Nature of Items

Administrative confirmation

5 Service Window Extent of Authority

Registration application reception, acceptance, examination, confirmation, and delivery

6 Acceptance Requirements

In line with the Law of the People's Republic of China on Chinese-foreign Equity Joint Ventures, the Law of the People's Republic of China on Chinese-foreign Cooperative Enterprises, and the Law of the People's Republic of China on Wholly Foreign-owned Enterprises, and their enforcement regulations.

Documents Required

7.1 Documents

7.1.1 List of Application Documents for Merger with and Acquisition of Domestic Enterprises by Foreign Investors (Equity merger and acquisition)

(1) An application of the merged domestic company for conversion into a foreign-invested enterprise;

(2) A resolution of the domestic limited-liability company's shareholders showing unanimous agreement to the foreign investor's merger with and acquisition of the equity or a resolution of the domestic limited-liability company at the shareholders' conference showing agreement to the foreign investor's merger with and acquisition of the equity;

(3) A contract and regulations of the foreign-invested enterprise after M&A;

(4) An agreement by the foreign investor to purchase equities of the domestic company or subscription of capital increase of the domestic company;

(5) The financial audit report of the merged domestic company in the previous financial year;

(6) The certification for the foreign investor's subject qualification;

(7) The certification for the foreign investor's credit qualification;

(8) The list of the members of the board of directors/executive directors;

(9) The letter of appointment and proof of identity for members of the board of directors/executive directors;

(10) Descriptions of the enterprises invested in by the merged domestic enterprise;

(11) The duplicates of the business licenses of the merged domestic company and enterprises it invests in;

(12) The plan for the settlement of the employees of the merged domestic enterprise;

(13) Assets appraisal report;

(14) A descriptive statement of whether or not there is a connected relationship between the parties concerned relating to an M&A;

(15) Legal documents delivery authorization letter and authorized power of attorney;

(16) The relevant license of corresponding governmental departments;

(17) Documents required by laws and regulations of the state.

7.1.2 List of Application Documents for Merger with and Acquisition of Domestic Enterprises by Foreign Investors (Asset merger and acquisition)

(1) An application of the merged domestic company for conversion into a foreign-invested enterprise;

(2) A resolution of the owner or authorized organ of the domestic company showing agreement to the foreign investor's merger with and acquisition of the asset;

(3) A contract and regulations of the foreign-invested enterprise established after M&A;

(4) An agreement for the foreign investor's purchase of equities of the domestic company or subscription of capital increase of a domestic company;

(5) The certification for the foreign investor's subject qualification;

(6) The certification for the foreign investor's credit qualification;

(7) The list of the members of the board of directors/executive directors;

(8) The letter of appointment and proof of identity for members of the board of directors/executive directors;

(9) Duplicates of the business licenses of the merged domestic company;

(10)The proof of sending a notice or publishing an announcement to the creditor of the merged domestic company, and description of whether or not the creditor raises an objection;

(11) Assets appraisal report;

(12) The plan for the settlement of the employees of the merged domestic enterprise;

(13) Legal documents delivery authorization letter and authorized power of attorney;

(14) The relevant license of corresponding governmental departments;

(15) Documents required by laws and regulations of the state.

7.1.3 List of Application Documents for Change of Registered Capital and Total Investment by Foreign Investors (Capital Increase)

(1) An application for registration modification;

(2) A resolution of the board of directors/executive directors;

(3) Investors' opinion

(4) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise;

(5) The certification for the foreign investor's subject qualification, credit qualification, and legal documents delivery authorization letter;

(6) The appointment documents of the members of the board of directors after a change of enterprise investor equity, the revised list of the members of the board of directors and identity certification;

(7) The power of attorney;

(8) The original and copy of the approval certificate for foreign-invested enterprises;

(9) The approval documents of land administration and the land conservation and intensive use indexes and explanations;

(10)The environmental impact assessment documents approved by environmental protection departments, and environmental intensive indexes and explanations;

(11) Other documents stipulated by laws and administrative regulations of the state.

7.1.4 List of Application Documents for Equity Transfer

(1) An application for registration modification;

(2) Equity transfer agreement;

(3) A resolution of the board of directors/executive directors;

(4) The competent department's opinion, if applicable;

(5) The certification for the foreign investor's credit qualification and subject qualification;

(6) Opinions of other parties on investment;

(7) The list of the members of the board of directors/executive directors and identity certification;

(8) Investor appointment letter;

(9) The power of attorney;

(10) The original and copy of the approval certificate for foreign-invested enterprises;

(11) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise;

(12) The approval documents of land administration and the land conservation and intensive use indexes and explanations;

(13) The environmental impact assessment documents approved by environmental protection departments, and environmental intensive indexes and explanations;

(14) Other documents stipulated by laws and administrative regulations of the state.

7.1.5 List of Application Documents for Change of Business Scope

(1) An application for registration modification;

(2) A resolution of the board of directors/executive directors;

(3) Capital verification report;

(4) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise;

(5) The original and copy of the approval certificate for foreign-invested enterprises;

(6) The power of attorney;

(7) The approval documents of land administration and the land conservation and intensive use indexes and explanations;

(8) The environmental impact assessment documents approved by environmental protection departments, and environmental intensive indexes and explanations;

(9) Other documents stipulated by laws and administrative regulations.

7.1.6 List of Application Documents for Change of Enterprise Name and Investor Name

(1) An application for registration modification;

(2) A resolution of the board of directors/executive directors;

(3) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise;

(4) The original and copy of the approval certificate for foreign-invested enterprises;

(5) The power of attorney;

(6) The approval documents of land administration

(7) The environmental impact assessment documents approved by environmental protection departments, and environmental intensive indexes and explanations;

(8) Other documents stipulated by the approval authority.

7.1.7 List of Application Documents for Change of Business Address

(1)An application for registration modification;

(2) A resolution of the board of directors/executive directors;

(3) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise;

(4) The original and copy of the approval certificate for foreign-invested enterprises;

(5) The power of attorney;

(6) Valid documents of the new legal address

(7) The approval documents of land administration and the land conservation and intensive use indexes and explanations;

(8)The environmental impact assessment documents approved by environmental protection departments, and environmental intensive indexes and explanations;

(9) Other documents stipulated by laws and administrative regulations.

7.1.8 List of Application Documents for Application for Extension of Business Period

(1) An application for registration modification;

(2) A resolution of the board of directors/executive directors and opinions of parties on investment;

(3) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise;

(4) The original and copy of the approval certificate for foreign-invested enterprises;

(5) The power of attorney;

(6) Valid documents of the new legal address;

(7) The approval documents of land administration and the land conservation and intensive use indexes and explanations;

(8) The environmental impact assessment documents approved by environmental protection departments, and environmental intensive indexes and explanations;

(9) Other documents stipulated by the approval authority.

7.1.9 List of Documents for Application for Approval of Dissolution

Two procedures:

1. Application for reply:

(1) Application for dissolution in advance;

(2) Resolutions of the enterprise authority regarding the early dissolution of the enterprise;

(3) The original and copy of the approval certificate for foreign-invested enterprises;

(4) Copy of the business license;

(5) The effective judgment or ruling made by a people's court or an arbitration institution with jurisdiction;

(6) The power of attorney.

2. Application for approval:

(1) Liquidation report;

(2) Confirmation of the enterprise's authority;

(3) Announcement in newspapers;

(4) The power of attorney.

7.2 In the case of a confidential institution, the original and copy of the relevant certification documents of the confidentiality agency shall be provided.

7.3 Requirements

The materials submitted shall conform to the following requirements:

7.3.1 List of Application Documents for Merger with and Acquisition of Domestic Enterprises by Foreign Investors (Equity merger and acquisition)

(1) An application of the merged domestic company for conversion into a foreign-invested enterprise (1 original);

(2) A resolution of the shareholders of the merged domestic limited-liability company showing unanimous agreement with the foreign investor's merger with and acquisition of the equity or a resolution of the merged and acquired domestic limited-liability company at the shareholders' conference showing agreement with the foreign investor's merger with and acquisition of the equity (1 original);

(3) A contract and regulations of the foreign-invested enterprise established after M&A (8 originals, only regulations for solely foreign-owned enterprise);

(4) An agreement on the foreign investor's purchase of equities of the domestic company or subscription of capital increase of a domestic company (1 original);

(5) The financial audit report of the merged domestic company in the previous financial year (1 original);

(6) The certification for the foreign investor's subject qualification (1 original);

(7) The certification for the foreign investor's credit qualification (1 original);

(8) The list of the members of the board of directors/executive directors (8 originals);

(9) The letter of appointment (1 original) and proof of identity (1 copy) for members of the board of directors/executive directors;

(10) The descriptions about the enterprises invested by the merged domestic enterprise (1 original);

(11) The duplicates of the business licenses of the merged domestic company and its invested enterprises (1 original);

(12) The plan for the settlement of the employees of the merged domestic enterprise (1 original);

(13) Assets appraisal report (opinion of the state-owned property management department needed for a merged state-owned enterprise) (1 original);

(14) The descriptions about whether or not there is a connected relationship between the parties concerned relating to an M&A (1 original);

(15) Legal documents delivery authorization letter and authorized power of attorney (1 original of each);

(16) The relevant license of corresponding governmental departments (1 original);

(17) Documents required by laws and regulations.

7.3.2 List of Application Documents for Merger with and Acquisition of Domestic Enterprises by Foreign Investors (Asset merger and acquisition)

(1) An application of the merged domestic company for converting into a foreign-invested enterprise (1 original);

(2) A resolution of the owner or organ of authority of the merged domestic company showing agreement with the foreign investor's merger with and acquisition of the asset (1 original);

(3) A contract and regulations of the foreign-invested enterprise established after M&A (8 originals, only regulations for solely foreign-owned enterprise);

(4) An agreement on the foreign investor's purchase of equities of the domestic company or subscription of capital increase of a domestic company (1 original);

(5) The certification for the foreign investor's subject qualification (1 original);

(6) The certification for the foreign investor's credit qualification (1 original);

(7) The list of the members of the board of directors/executive directors (8 originals);

(8) The letter of appointment (1 original) and proof of identity (1 copy) for members of the board of directors/executive directors;

(9) The duplicates of the business licenses of the merged domestic company (1 copy of each);

(10) The proof of sending a notice or publishing an announcement to the creditor of the merged domestic company, and the descriptions about whether or not the creditor raises an objection (1 original);

(11) Assets appraisal report (opinion of the state-owned property management department needed for a merged state-owned enterprise) (1 original);

(12) The plan for the settlement of the employees of the merged domestic enterprise (1 original);

(13) Legal documents delivery authorization letter and authorized power of attorney (1 original of each);

(14) The relevant license of corresponding governmental departments (1 original);

(15) Documents required by laws and regulations of the state.

7.3.3 List of Application Documents for Change of Registered Capital and Total Investment by Foreign Investors (Capital Increase) (only for restricted enterprises in principle)

(1) An application for registration modification (1 original);

(2) A resolution of the board of directors/executive directors (2 originals);

(3) Investor's opinion (time limit of contribution needed)

(4) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise (4 originals of each) ;

(5) The certification for the foreign investor's subject qualification, credit qualification, and legal documents delivery authorization letter (1 original of each);

(6) The appointment documents of the members of the board of directors after the change of enterprise investor equity (1 original), the revised list of the members of the board of directors (1 original) and identity certification (1 copy with official seal);

(7) The power of attorney;

(8) The original and copy of the approval certificate for foreign-invested enterprises (original);

(9) The approval documents of land administration (1 copy with official seal) and the land conservation and intensive use indexes and explanations;

(10) The environmental impact assessment documents approved by environmental protection departments (1 copy with official seal), and environmental intensive indexes and explanations;

(11) Other documents stipulated by laws and administrative regulations of the state.

7.3.4 List of Application Documents for Equity Transfer (only for restricted enterprises in principle)

(1) An application for registration modification (1 original);

(2) Equity transfer agreement (1 original);

(3) A resolution of the board of directors/executive directors (1 original);

(4) The competent department's opinion to be submitted for the joint venture and cooperative enterprises that have the competent department (1 original);

(5) The certification for the foreign investor's credit qualification and subject qualification (1 original of each);

(6) Opinions of other parties on investment (1 original);

(7) The list of the members of the board of directors/executive directors (4 originals) and identity certification (1 copy with official seal);

(8) Investor appointment letter (1 original);

(9) The power of attorney (1 original);

(10) The original and copy of the approval certificate for foreign-invested enterprises (original);

(11) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise (4 originals of each);

(12) The approval documents of land administration (1 copy with official seal) and the land conservation and intensive use indexes and explanations;

(13)The environmental impact assessment documents approved by environmental protection departments (1 copy with official seal), and environmental intensive indexes and explanations;

(14) Other documents stipulated by laws and administrative regulations of the state.

7.3.5 List of Application Documents for Change of Business Scope (only for restricted enterprises in principle)

(1) An application for registration modification (1 original);

(2) A resolution of the board of directors/executive directors (1 original);

(3) Capital verification report (1 copy);

(4) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise (4 originals of each);

(5) The original and copy of the approval certificate for foreign-invested enterprises (1 original);

(6) The power of attorney;

(7) The approval documents of land administration (1 copy with the official seal) and the land conservation and intensive use indexes and explanations;

(8) The environmental impact assessment documents approved by environmental protection departments (1 copy with the official seal), and environmental intensive indexes and explanations;

(9) Other documents stipulated by laws and administrative regulations.

(Note: For item change in real estate development projects, the following materials need to be submitted: the clear description about the scope of the business, for example, the self-built commercial and residential buildings located in the land (address) (size, Mu) for the development, construction, sales and rent approved by the Construction Land Planning Permit [Department__, No.__ ]; the Foreign Investment Real Estate Registration Form; the list of shareholders of the investment parties and related supporting documents.)

7.1.6 List of Application Documents for Change of Enterprise Name and Investor Name (only for restricted enterprises in principle)

(1) An application for registration modification (1 original);

(2) A resolution of the board of directors/executive directors (1 original);

(3) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise (4 originals of each);

(4) The original and copy of the approval certificate for foreign-invested enterprises (original);

(5) The power of attorney;

(6) The approval documents of land administration (1 copy with official seal), and land conservation and intensive use indexes and explanations;

(7) The environmental impact assessment documents approved by environmental protection departments (1 copy with official seal), and environmental intensive indexes and explanations;

(8) Other documents stipulated by the approval authority.

7.3.7 List of Application Documents for Change of Business Address (only for restricted enterprises in principle)

(1) An application for registration modification (1 original);

(2) A resolution of the board of directors/executive directors (1 original);

(3) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise (4 originals of each);

(4) The original and copy of the approval certificate for foreign-invested enterprises (original);

(5) The power of attorney;

(6) Valid documents of the new legal address

(7) The approval documents of land administration (1 copy with the official seal) and the land conservation and intensive use indexes and explanations;

(8) The environmental impact assessment documents approved by environmental protection departments (1 copy with the official seal), and environmental intensive indexes and explanations;

(9) Other documents stipulated by laws and administrative regulations.

7.3.8 List of Application Documents for Application for Extension of Business Period (only for restricted enterprises in principle)

(1) An application for registration modification (1 original);

(2) A resolution of the board of directors/executive directors and opinions of parties on investment (1 original of each);

(3) The revised regulations of the company or the amendment of the original regulations, and the contract of the foreign-invested enterprise (4 originals of each);

(4) The original and copy of the approval certificate for foreign-invested enterprises (original);

(5) The power of attorney;

(6) Valid documents of the new legal address

(7) The approval documents of land administration (1 copy with the official seal) and the land conservation and intensive use indexes and explanations;

(8) The environmental impact assessment documents approved by environmental protection departments (1 copy with the official seal), and environmental intensive indexes and explanations;

(9) Other documents stipulated by the approval authority.

7.3.9 List of Documents for Application for Approval of Dissolution (only for restricted enterprises in principle)

Two procedures:

1. Application for reply:

(1) Application for dissolution in advance;

(2) Resolutions of the enterprise authority (the board of directors/executive directors, shareholders' meeting or general meeting of shareholders, the same as below) regarding the early dissolution of the enterprise;

(3) The original and copy of the approval certificate for foreign-invested enterprises (original);

(4) Copy of the business license (1 copy);

(5) The effective judgment or ruling made by a people's court or arbitration institution with jurisdiction (in the event of unilateral application for dissolution of the investor, where the serious difficulties arising from the operation and management of the company and the continued existence of the company will cause major losses to shareholders' interests that cannot be solved by other means the shareholders holding more than 10 percent of the voting rights of the company may request the people's court to approve the dissolution of the company);

(6) The power of attorney.

2. Application for approval:

(1) Liquidation report;

(2) Confirmation of the enterprise authority;

(3) Announcement on newspaper;

(4) The power of attorney.

(Note: the enterprise must set up a liquidation group within 15 days from the date of approval of dissolution and start liquidation according to law; and must go through the cancellation procedures with the taxation, customs, foreign exchange, industry and commerce departments upon the approval of the examination and approval authority.)

8 Handling Procedures

8.1 Application Acceptance

Guiyang Municipal Bureau of Commerce accepts online applications for the modification registration.

8.2 Handling, examination, decision, and delivery

Procedures for handling: If the information submitted by the foreign-funded enterprise or its investors is pro forma incomplete or inaccurate or it's necessary to further explain its scope of business, the authority shall return it with a demand for changes. The authority of registration will issue the Registration Return Receipt of Modification of the Foreign-funded Enterprise if the foreign-funded enterprise or its investors has submitted the materials for registration of modification which conform to the pro forma requirements.

Time limit: 3 business days.

8.3 Special Procedure

Window staff inputs registration items into the Guizhou provincial online service approval system.

Time limit: 1 business day

9 Charges

No Fees

10. Limit of Time

10.1 Legal Limit of Time

30-45 business days

10.2 Promised limit of time

5 business days