How to Register a Foreign-Invested Enterprise in China? Contact 518-956-5673

Reference for Alteration/Registration/Submission of Materials for Foreign-Invested Companies

1. Application for Company Registration (Filing).

2. Resolution or decision made in accordance with the law.

3. Articles of amendment or revised articles of association signed by the legal representative.

4. Supporting documents related to the alteration.

• For a name change, an application must be submitted to the registration authority. If the proposed name exceeds the jurisdiction of the registration authority, the authority will report to the superior registration authority with the power to approve the name. If the proposed name is obtained through the self-declaration system, submit the credit commitment letter for the self-declared name.
• For an address change, submit proof of lawful use of the new address. If a foreign-invested company changes its address across different registration authority jurisdictions, a relocation registration must be completed first.
• For a change of legal representative, submit the removal proof of the former legal representative and the appointment proof along with a copy of the ID of the new legal representative, as per the company's articles of association.
• For a reduction in registered capital, submit a sample of the newspaper publishing the capital reduction announcement and a debt repayment report or debt guarantee proof.
• If a joint-stock company increases its registered capital through a public issuance of new shares or a listed company does so through a private placement, the approval document from the State Council's securities regulatory authority must also be submitted.
• For a change in business scope, if the scope includes items requiring pre-approval by laws, administrative regulations, or State Council decisions, submit the corresponding pre-approval documents or certificates. If a license or approval for items within the scope is revoked, invalidated, or expires, apply for alteration registration or deregistration within 30 days from the date of revocation, invalidation, or expiry.
• For a change of shareholders in a limited liability company, submit the equity transfer agreement, a declaration of consent from other shareholders, proof of identity or qualification of the transferee, and a power of attorney for service of legal documents for foreign-invested enterprises. If the equity transfer is by court ruling, submit the court's ruling document.
• For a change in the name of a shareholder in a limited liability company or a promoter in a joint-stock company, submit the proof of name change approval issued by the statutory registration authority.
• If the above alterations involve changes to other registration items, apply for simultaneous alteration registration and submit the corresponding materials as per the relevant submission guidelines.

5. If a paper business license has been issued, return the original and duplicate copies.

Important Notes

1. This guideline applies to alteration registrations for foreign-invested companies established under the Foreign Investment Law, Company Law, and other regulations.

2. When applying for multiple alterations (filings) simultaneously, identical materials need only be submitted once.

3. Joint-stock companies are not required to register shareholder changes.

4. Item 2 refers to resolutions or decisions made in accordance with the Foreign Investment Law, the Company Law, and the company's articles of association. The content of the resolutions or decisions must be consistent with the matters applied for.

5. For changes to the company's legal representative under Item 4, submission of amended articles of association or revised articles is not required.

6. For changes to shareholders of a limited liability company under Item 4, the requirements for submitting proof of qualification or identity documents for new shareholders are as follows:

• Non-natural person shareholders from China must submit copies of qualification documents such as business licenses, institutional legal person registration certificates, social organization legal person registration certificates, or private non-enterprise unit certificates, stamped with the official seal of their organization. Natural person shareholders must submit copies of their identity documents.
• Qualification or identity documents submitted by foreign shareholders to the registration authority must be notarized by a notary public in their home country and authenticated by the Chinese embassy or consulate in that country. If there are no diplomatic relations between their home country and China, the documents must first be authenticated by the embassy or consulate of a third country that has diplomatic relations with China, and then authenticated by the Chinese embassy or consulate in that third country. Documents issued by overseas territories of certain countries must be notarized in the territory, authenticated by the foreign affairs agency of that country, and finally authenticated by the Chinese embassy or consulate in that country. Exceptions apply if China and the relevant country have concluded or jointly participated in international treaties with different provisions on authentication. For foreign natural persons investing in China to establish enterprises, if the identity document submitted is a Permanent Resident ID Card of the People's Republic of China, no notarization is required. If the identity document submitted is a passport with a Chinese visa and entry procedures confirmed by Chinese immigration authorities, no notarization is required after verification of the original document.
• Qualification or identity documents for shareholders from Hong Kong, Macau Special Administrative Regions, and Taiwan must be provided in accordance with special regulations or agreements, including notarized documents from local notary agencies. For natural person shareholders from Hong Kong and Macau Special Administrative Regions, identity documents include local permanent resident ID cards, special administrative region passports, Mainland-issued Hong Kong and Macau Resident Permits, or Mainland-issued Travel Permits to and from the Mainland. Submission of Hong Kong and Macau Resident Permits or Travel Permits to and from the Mainland does not require notarization. For natural person shareholders from Taiwan, Mainland-issued Taiwan Resident Permits or Mainland-issued Travel Permits to and from the Mainland can serve as identity documents and do not require notarization.

7. For changes to shareholder names under Item 4, submit proof of the name change and copies of the new qualification or identity documents. For foreign shareholders, proof of name change must be notarized by the competent authority in their home country and authenticated by the Chinese embassy or consulate in that country. If there are no diplomatic relations between their home country and China, the documents must first be authenticated by the embassy or consulate of a third country that has diplomatic relations with China, and then authenticated by the Chinese embassy or consulate in that third country. Documents issued by overseas territories of certain countries must first be notarized in the territory, authenticated by the foreign affairs agency of that country, and finally authenticated by the Chinese embassy or consulate in that country. For investors from Hong Kong, Macau, and Taiwan, proof of name change must be provided in accordance with special regulations or agreements, including notarized documents from local notary agencies.