Administrative Regulations on the Registration of Resident Representative Offices of Foreign Enterprises (Revised in 2013) 

　　Order of the Sate Council No.638

　　July 18, 2013

　　(Promulgated by Order of State Council No.584 on November 19, 2010; revised further according to the Decision of the State Council on Abolishing and Revising Some Administrative Laws and Regulations on July 18, 2013)

　　Chapter I General Provisions

Article 1 These Regulations are formulated for the purposes of regulating the establishment of resident representative offices of foreign enterprises and their business activities.

Article 2 For the purpose of these Regulations, "Resident Representative Offices of Foreign Enterprises" (hereinafter referred to as the "Representative Offices") refer to the offices established within the territory of China by foreign enterprises in accordance with the provisions of these Regulations for the purpose of engaging in non-profit activities in connection with the business of such foreign enterprises. Such Representative Offices have no legal person status.


Article 3 Representative Offices shall abide by the laws of the People's Republic of China and may not jeopardize the national security and social and public benefits of the People's Republic of China.

Article 4 The establishment, change or termination of Representative Offices shall go through the registration formalities in accordance with these Regulations.
　　Foreign enterprises apply for handling the registration formalities of Representative Offices shall be responsible for the authenticity of the application documents and materials.

Article 5 The industrial and commercial administrative authorities of the people's government of the provinces, autonomous regions and municipalities directly under the Central Government shall be the registration and administrative authorities of representative offices (hereinafter referred to as the "registration authorities").
　　Registration Authorities shall establish an information sharing mechanism with other related departments and mutually provide information in relation to the Representative Offices.


Article 6 Representative Offices shall provide an annual report to the Registration Authorities between March 1 and June 30. The contents of such annual report shall include the lawful subsisting information of the foreign enterprises, the information on the commencement of business activities of the Representative Offices and the information on the expenses and expenditure and revenues audited by their accounting firms and other related information.

Article 7 Representative Offices shall legally establish account books with the information on the funds appropriation of foreign enterprises and the expenses and expenditure and revenue are truly recorded, and put such account books in the place of the Representative Offices.
　　The Representative Offices may not use the accounts of other enterprises, organizations or individuals.

Article 8 The chief representative and other representatives as appointed by the foreign enterprises and other personnel of the Representative Offices shall abide by the provisions of the laws and regulations on the departure and entry, residence, employment, taxation, foreign exchange registration; in case of any violation, they shall be dealt with by relevant departments in accordance with the relevant provisions of laws and regulations.

　　Chapter II Registration Matters

Article 9 The registration matters of Representative Offices include name of the Representative Office, name of the chief representative, business scope, place of representative office, resident period, name of its foreign enterprise and its domicile.

Article 10 The name of a Representative Office shall consist sequentially of the following: nationality of its foreign enterprise, Chinese name of the foreign enterprise, name of resident city and the wording of "representative office", and may not include the following contents and words:
　　1. that are detrimental to the national security or social and pubic benefits of the People's Republic of China;
　　2. that are names of the international organizations; or
　　3. that are prohibited by the laws, regulations or provisions of the State Council.
　　The Representative Office shall engage in business activities in the name registered with the registration authorities.

Article 11 The foreign enterprise shall appoint a chief representative. The chief representative may, within the written authorization scope of the foreign enterprise, sign the registration application documents for the representative office on behalf of the foreign enterprise.
　　The foreign enterprise may appoint 1 to 3 representatives according to business needs.

Article 12 Under any of the following circumstances, no person shall be the chief representative or other representative:
　　1. who are sentenced due to being detrimental to the national security or social pubic benefits of the People's Republic of China;
　　2. who are chief representatives or other representatives of the Representative Offices that are legally revoked the establishment registration, or cancelled the registration certificate or ordered to close by relevant departments due to committing any breach activity that will be detrimental to national security or social public benefits of the People's Republic of China and there are less than five years as of the date of such revocation, cancellation or order; or
　　3. other circumstances as provided by the State Administration for Industry and Commerce.

Article 13 Representative Offices may not engage in any profit-making activities.
　　Where international treaties or agreements to which China is a party provide otherwise, such provisions shall be followed, except for the provisions China has made statement of reservations.

Article 14 Representative Offices may engage in the following activities in connection with the business of the foreign enterprises:
　　1. market investigation, display, publicity activities in connection with the products or services of foreign enterprises; and
　　2. liaison activities in connection with product sales, service provision, domestic procurement and domestic investment of foreign enterprises.
　　Where laws, regulations or provisions of the State Council provide that approval is required for engaging in the business activities as provided in the preceding paragraph, Representative Offices are required to obtain approval.


Article 15 The resident place of the Representative Offices is the own choice of foreign enterprises.
　　According to the needs for national security and social and public benefits, relevant departments may require the Representative Offices to adjust the resident place and timely notify the same to the Registration Authorities.

Article 16 The resident period of the Representative Offices may not exceed the subsisting period of foreign enterprises.

Article 17 Registration Authorities shall record the registration matters of the Representative Offices in the registrars of Representative Offices to be made available to or copied by the general public.

Article 18 Representative Offices shall place the registration certificate of the resident representative office of the foreign enterprise (hereinafter referred to as the "Registration Certificate") issued by the Registration Authorities at a prominent place in the resident place of the Representative Offices.

Article 19 Any entity or individual may not forge, alter, lease, lend or transfer the Certificate and the representative certificate of chief representative or representative (hereinafter referred to as the "Representative Certificate").
　　Where the Registration Certificate or the Representative Certificate is lost or destroyed, the Representative Offices shall make statement on the designated media to declare its invalidation and apply for re-issue.
　　Where the Registration Authorities legally make decisions on permission of change registration, permission of cancellation registration, revocation of change registration or suspension of the Registration Certificate, the original Registration Certificate and the Representative Certificate of original chief representative or representative of the Representative Offices will automatically be invalid.

Article 20 The foreign enterprises shall announce the establishment or change of the Representative Offices to the general public on the media designated by the Registration Authorities.
　　Where the Representative Offices revoke the Registration Certificate or be legally cancelled the registration of establishment, the Registration Authorities shall make announcement thereof.

Article 21 When investigating the activities of the Representative Offices that are suspected of breaking these Regulations, the Registration Authorities may legally exercise the following duties and responsibilities:
　　1. investigate and understand the situation from relevant entities and individuals;
　　2. consult, copy, seal up and/or detain the contracts, documents, account books and other materials in connection with the activities in violation of the laws;
　　3. seal up or detain the tools, equipments, raw materials, products (commodities) and/or other property that are specially used for engagement in illegal activities; and
　　4. check the accounts and the accounting vouchers, account books and statements of account in connection with the savings of the Representative Offices that engage in illegal activities.

　　Chapter III Establishment Registration

Article 22 Establishment of a Representative Office shall apply for establishment registration with the Registration Authorities.

Article 23 When applying for establishment of a representative office, the foreign enterprise concerned shall submit the following documents and materials to the Registration Authorities:
　　1. the application for establishment registration of representative office;
　　2. the certificate of domicile of the foreign enterprise and the certificate of legal operation for more than two years;
　　3. the articles of association or the organization agreement of the foreign enterprise;
　　4. the documents for appointment of chief representative or representative of the foreign enterprise;
　　5. the identification certificate and resume of the chief representative or representative;
　　6. the funds credit certificate issued by the financial institutions having business transactions with the foreign enterprise; and
　　7. the certificate of lawful use of the resident place of the representative office.
　　Where an approval for establishment of a representative office is required by the laws, regulations or the rules of the State Council, the foreign enterprise shall apply for establishment registration with the Registration Authorities within 90 days upon the date of approval and submit relevant approval documents.
　　Where a representative office may be established for engaging in profit activities in accordance with the international treaty or agreement concluded or participated by China, the corresponding documents shall be submitted in accordance with the laws, regulations or the rules of the State Council.

Article 24 The Registration Authorities shall make decision on whether or not approve the registration within 15 days upon the date of acceptance of application, and may seek the opinions of relevant departments in accordance with the demand prior to such decision. Where a decision for approval of registration is made, the Registration Authority concerned shall issue the Registration Certificate and the Representative Certificate to the applicant within 5 days upon the date of decision; where a decision for non-approval of registration is made, the notice of rejection of registration issued to the applicant within 5 days upon date of decision and explanation for non-approval of registration shall be made.
　　The issuance date of the Registration Certificate shall be the establishment date of the Representative Office.

Article 25 The Representative Offices, chief representatives and representatives shall apply for going through the relevant formalities for stay, employment, taxation and foreign exchange registration on the strength of the Registration Certificate and the Representative Certificate.

　　Chapter IV Change of Registration

Article 26 Where there is any change to the registered matters of the Representative Offices, the foreign enterprises shall apply for changing registration with the Registration Authorities.

　　Where 27 In case of any change made to the registered matters, the Representative Offices shall apply for changing registration within 60 days upon the date of change of any registered matter.
　　Where the change of registration matters is subject to approval prior to the registration in accordance with the laws, regulations or rules of the State Council, the change of registration shall be applied within 30 days upon the date of approval.

Article 28 Where the Representative Offices continue to engage in business activities upon the expiry of resident period, the foreign enterprises shall apply for changing registration to the Registration Authorities within 60 days upon the expiry of the resident period.

Article 29 In application for changing registration of the Representative Office, the application for registration change of representative office and the relevant documents as required to be submitted by the State Administration for Industry and commerce shall be submitted.
　　Where change of registration matter is subject to approval prior to registration in accordance with the laws, regulations or rules of the State Council, relevant approval documents shall be submitted.

Article 30 The Registration Authorities shall make decision on whether or not to permit the change of registration within 10 days upon the date of acceptance of application. Where a decision for approval of change registration is made, the Registration Authority concerned shall re-issue the Registration Certificate and the Representative Certificate to the applicant within 5 days upon the date of decision; where a decision for non-approval of change registration is made, the notice of rejection of change registration issued to the applicant within 5 days upon date of decision and explanation for non-approval of change registration shall be made too.

Article 31 Where the authorized signatory, the enterprise liability form, capital (assets), business scope and representatives of the foreign enterprises change, the foreign enterprises shall file the same for record with the Registration Authorities within 60 days upon the date of change of the said matters.

　　Chapter V Cancellation of Registration

Article 32 Under any of the following circumstances, foreign enterprises shall apply for cancellation of registration with the Registration Authorities within 60 days upon the date of occurrence of the following matters:
　　1. where the foreign enterprises cancel their Representative Offices;
　　2. where the Representative Offices do not continue to engage in business activities upon expiry of the resident period;
　　3. where the foreign enterprises are terminated; or
　　4. where the Representative Offices are legally revoked of approval or ordered to be closed.

Article 33 When applying for cancellation of a representative office, the foreign enterprise concerned shall submit the following documents and materials to the Registration Authorities:
　　1. the application for cancellation registration of representative office;
　　2. the certificate for cancellation of the taxation registration of the representative office;
　　3. the certificate issued by the customs or foreign exchange department for that relevant matters have been cleared and completed or that such representative office has not finished the relevant procedures; and
　　4. other documents as provided by the State Administration for Industry and Commerce.
　　Where the Representative Offices' termination of activities is subject to approval in accordance with the laws, regulations or the rules of the State Council, the relevant approval documents shall be submitted.

Article 34 The Registration Authorities shall make decision on whether or not to permit the cancellation registration within 10 days upon the date of acceptance of application. Where a decision for approval of cancellation registration is made, the Registration Authority concerned shall capture the Registration Certificate and the Representative Certificate from the applicant within 5 days upon the date of decision; where a decision for non-approval of cancellation registration is made, the notice of rejection of cancellation registration issued to the applicant within 5 days upon date of decision and explanation for non-approval of cancellation registration shall be made too.

　　Chapter VI Legal Liabilities

Article 35 Where the foreign enterprises establish Representative Offices without authorization or engage in business activities in relation to the Representative Offices without registration, the Registration Authorities shall order them to stop those activities and punish a fine of more than CNY50,000 but no more than CNY200,000.
　　Where the Representative Offices violate these Regulations to engage in profit activities, the Registration Authorities shall order them to correct and confiscate the illegal gains and the tools, equipments, law materials, products (commodities) and other property that are specially used for engaging in profit activities, and punish a fine of more than CNY50, 000 but no more than CNY500, 000; where the circumstance is severe, the Registration Certificate shall be revoked.

Article 36 Where the foreign enterprises obtain the registration or record filing of the Representative Offices by submitting false materials or adopt other fraudulent measures to conceal the true information, the Registration Authorities shall order them to correct and punish the Representative Offices a fine of more than CNY20,000 but no more than CNY200,000, and punish the directly responsible directors and other directly responsible persons a fine of more than CNY1,000 but no more than CNY10,000; where the circumstance is severe, the Registration Authorities shall cancel their registration or revoke the Registration Certificate, and cancel the Representative Certificate.
　　Where the Representative Offices conceal the true information or make falsification in the annual report they submitted, the Registration Authorities shall order them to correct, the Representative Offices shall be punished a fine of more than CNY20,000 but no more than CNY200, 000; where the circumstance is severe, the Registration Certificate shall be cancelled.
　　Where the Representative Offices forge, alter, lend, lease or transfer the Registration Certificate or the Representative Certificate, the Registration Authorities shall punish the Representative Offices a fine of more than CNY10, 000 but no more than CNY100, 000 and punish the directly responsible directors and other directly responsible persons of a fine more than CNY1,000 but no more than CNY10, 000; where the circumstance is severe, their Registration Certificate shall be revoked and the Representative Certificate shall be cancelled and confiscated.

Article 37 Where the Representative Offices violate these Regulations to engage in activities other than the business activities as provided in Article 14 herein, the Registration Authorities shall order them to make correction; where they fail to make corrections, a fine of more than CNY10, 000 but no more than CNY100, 000 shall be punished; where the circumstance is severe, the Registration Certificate shall be revoked.

Article 38 Under any of the following circumstances, the Registration Authorities shall order the Representative Offices to make correction and punish them a fine of more than CNY10, 000 but no more than CNY30, 000; where they fail to make corrections, the Registration Certificate shall be revoked:
　　1. where the Representative Offices fail to submit the annual reports as required hereunder;
　　2. where the Representative Offices fail to engage in business activities in the name as registered with the Registration Authorities;
　　3. where the Representative Offices fail to adjust their resident places as required by the relevant government departments of China;
　　4. where the Representative Offices fail to announce its establishment or change situation in accordance with these Regulations; or
　　5. where the Representative Offices fail to deal with the formalities in relation to change registration, cancellation registration or record filing thereof in accordance with these Regulations.

Article 39 Where the Representative Offices engage in any significant illegal activity endangering the national security or social public benefits of China, the Registration Authorities shall cancel the Registration Certificate.
　　Where the Representative Offices violate these Regulations and are cancelled the establishment registration or revoked the Registration Certificate or ordered to close by relevant government departments of China in accordance with the laws, the foreign enterprises that establish such Representative Offices may not, within five years upon the date of revocation, cancellation or order, establish another representative offices within the territory of China.

Article 40 Where the Registration Authorities and their working personnel abuse their functions and powers, commit neglect of duty, play favoritism or fail to go through the formalities for registration or investigate the illegal activities in accordance with these Regulations or support, cover up or connive the illegal activities, the punishment shall be given in accordance with the laws.

Article 41 Where the Representative Offices violate the provisions of these Regulations, which constitute violation of public security administration, and they shall be punished in accordance with the provisions of the Law of the People's Republic of China on Penalties for the Violation of Public Security Administration; where a crime is constituted, the criminal liabilities shall be investigated in accordance with the laws.

　　Chapter VII Supplementary Provisions

Article 42 For the purpose of these Regulations, "Foreign Enterprises" refers to the profit organizations established outside the territory of the People's Republic of China in accordance with the foreign laws.

Article 43 The charging items for registration of Representative Offices shall be implemented in accordance with the relevant regulations of the financial department and pricing competent department of the State Council, and the charging standards for registration of Representative Offices shall be implemented in accordance with the relevant regulations of the pricing competent department and the financial department of the State Council.

Article 44 Where the enterprises established within the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan Province intend to establish Representative Offices, the registration administration shall be conducted in reference to the provisions herein.

　　Article 45 These Regulations shall come into effect as of March 01, 2011. The Measures for the Administration of Registration of Resident Representative Offices of Foreign Enterprises that were approved by the State Council on March 5, 1983 and were promulgated by the original State Administration for Industry and Commerce on March 15, 1983 shall be simultaneously repealed.