Establishing A Representative Office In China: Documentation
An application letter signed by the foreign head office’s Chairman of the Board or General Manager requesting permission to establish a Representative Office must be prepared and must include the proposed Representative Office’s proposed name, purpose, scope of business, duration, and the term of office of the Chief Representative. It must also include the historical background of the head office, the names of the General Manager, the Chairman of the Board, and the other directors of the head office, the names of the head office’s primary trading partners in China, and its business volume.
Supporting documents include (but are not necessarily limited to):
A completed SAIC application form
The foreign head office’s incorporation documents, including certified copies of the Certificate of Incorporation, business registration certificate, Articles of Incorporation (or equivalent), etc.
An original of a letter from the head office’s bank attesting to the head office’s financial standing (amount on deposit and other details pertinent to the company’s financial reputation)
A letter appointing the Representative Office’s Chief Representative and any other representatives, along with their resumes and copies of their IDs (passports for non-Chinese nationals) and photos
Copies of the lease agreement for the Representative Office’s office premises from an approved unit (such as a commercial building or hotel)
Permit use certificate (required in some jurisdictions), to be completed and signed by the landlord and tenant
An “Approval Certificate for Premises to be Occupied by a Foreign Company” (required in some jurisdictions)
Other possible documentary requirements include:
(1) Board resolutions authorizing the establishment of the Representative Office and appointing the Chief Representative;
(2) Proof of more than US$10,000 in paid-in capital;
(3) Certification in both English and Chinese of the head office’s Articles of Incorporation (or equivalent), and tax registration certificate.
All of the foregoing documentation should be prepared in both Chinese and English. Please note that certain jurisdictions require additional documentation and that industry-specific requirements apply in certain industries (such as finance).
David Carnes is licensed to practice law in California. He speaks and reads Mandarin Chinese and has several years experience working with Chinese law firms and Sino-American joint ventures. His website, China Legal Bulletin, is at http://www.lunaticwisdom.com/blog1.
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