Document Number：Order No. 777 of the State Council of the People's Republic of China

Area of Law： Administration of Institutions of Foreign Enterprises in China

Level of Authority： Administrative Regulations

Issuing Authority： State Council

Date Issued：03-10-2024

Effective Date：05-01-2024

Status： Effective

Topic： Comprehensive

              2018-2024 Annotation Version    2013-2018 Annotation Version    2010-2013 Annotation Version

Regulation on the Administration of Registration of Resident Representative Offices of Foreign Enterprises
(Promulgated by Order No.584 of the State Council of the People's Republic of China on November 19, 2010; revised for the first time in accordance with the Decision of the State Council on Repealing and Amending Some Administrative Regulations on July 18, 2013; revised for the second time in accordance with the Decision of the State Council to Amend Certain Administrative Regulations on September 18, 2018; and revised for the third time in accordance with the Decision of the State Council to Amend and Repeal Certain Administrative Regulations on March 10, 2024)
Chapter I General Provisions
Article 1 This Regulation is formulated to regulate the establishment and the business activities of resident representative offices of foreign enterprises.
Article 2 The resident representative offices of foreign enterprises as mentioned in this Regulation (hereinafter referred to as the “representative offices”) refer to working organizations established by foreign enterprises within the territory of China in accordance with the provisions of this Regulation to conduct non-profit activities related to the business of foreign enterprises. Representative offices do not have the qualification of a legal person.
Article 3 Representative offices shall obey Chinese laws and shall not harm the national security of China or social public interests.
Article 4 The establishment, modification and termination of representative offices shall be registered in accordance with the provisions of this Regulation.
Foreign enterprises applying for registration of representative offices shall be responsible for the authenticity of the application documents and materials.
Article 5 The market regulatory department of the people's government of a province, autonomous region, or municipality directly under the Central Government shall be the authority registering and administering representative offices (hereinafter referred to as the “registration authority”).
Registration organs shall establish information sharing mechanism with other relevant departments and mutually provide the relevant information of representative offices.
Article 6 Representative offices shall submit annual reports to the registration organs from March 1 to June 30 each year. The contents of an annual report shall include the legal continual existence of foreign enterprises, the development of the business activities of representative offices, the receipts and payments of expenses audited by accounting firms and other relevant information.
Article 7 Representative offices shall establish account books according to law, truthfully recording the payments of funds of foreign enterprises and the receipts and payments of expenses of representative offices, and put them in the resident places of representative offices.
Representative offices shall not use the accounts of other enterprises, organizations or individuals.
Article 8 Chief representatives and representatives appointed by foreign enterprises and staff of representative offices shall observe the provisions of laws and administrative regulations on departure and entry, residence, employment, taxation, foreign exchange registration, etc.; where there is any violation, the relevant departments shall handle it in accordance with the relevant provisions of laws and administrative regulations.
Chapter II Registration Items
Article 9 Registration items of a representative office include: name of the representative office, name of the chief representative, business scope, resident place, term of residence, name and domicile of the foreign enterprise.
Article 10 The name of a representative office shall be composed of the following parts in sequence: nationality of the foreign enterprise, Chinese equivalent of the name of the foreign enterprise, name of the resident city and the characters of “representative office”. It shall not contain the following contents or words:
1. Contents which are harmful to the national security of China or social public interests;
2. Names of international organizations; and
3. Contents which are prohibited by the provisions of laws, administrative regulations or the State Council.
A Representative office shall conduct business activities in the name as registered in the registration organ.
Article 11 A foreign enterprise shall appoint one chief representative. The chief representative may, within the scope of a written authorization of the foreign enterprise, sign the application documents for registration of the representative office on behalf of the foreign enterprise.
A foreign enterprise may appoint one to three representatives in light of its business requirements.
Article 12 He who is under any of the following circumstances shall not serve as a chief representative or representative:
1. He has been sentenced to a criminal punishment due to his doing harm to the national security of China or social public interests;
2. He has served as a chief representative or representative of a representative office which is cancelled of registration of establishment, revoked of registration certificate or ordered to be closed by the relevant department according to law due to its doing harm to the national security of China or social public interests or conducting other illegal activities, and it has not been five years since the date of cancellation, revocation or close upon order; or
3. Other circumstances stipulated by the market regulatory department of the State Council.
Article 13 Representative offices shall not conduct profit-making activities.
If it is otherwise provided for by any international treaty or agreement which China has signed or acceded to, such provisions shall prevail, with the exception of those on which China has declared reservations.
Article 14 Representative offices may conduct the following activities related to the business of foreign enterprises:
1. Market research, presentation and publicity activities related to the products or services of foreign enterprises; and
2. Liaison activities related to the product sales, service delivery, domestic purchase and domestic investment of foreign enterprises.
Where it is stipulated by any law, administrative regulation or the State Council that a representative office which is to conduct the business activities as prescribed in the preceding paragraph shall be approved, such an approval shall be obtained.
Article 15 The resident places of representative offices shall be selected by foreign enterprises on their own.
The relevant departments may, based on the requirements of national security and social public interests, require representative offices to adjust resident places and timely inform registration organs.
Article 16 The term of residence of representative offices shall not exceed the term of continual existence of foreign enterprises.
Article 17 Registration organs shall record the registration items of representative offices in the registers of representative offices for the social public to consult and copy.
Article 18 Representative offices shall put the Registration Certificate of Resident Representative Offices of Foreign Enterprises (hereinafter referred to as the “registration certificate”) issued by registration organs in an eye-catching place of the resident places of representative offices.
Article 19 No entity or individual shall forge, alter, lease, lend or transfer the registration certificate or the representative certificate of chief representative or representative (hereinafter referred to as the “representative certificate”).
Where a registration certificate or representative certificate is lost or damaged, the representative office shall make an annulment announcement on designated media and apply for replacement.
Where a registration organ makes a decision to approve the registration of modification, approve the cancellation of registration, withdraw the registration of modification or revoke the registration certificate, the original registration certificate of the representative office and the original representative certificate of the chief representative or representative shall automatically be invalidated.
Article 20 A foreign enterprise shall make an announcement on the establishment and modification of its representative office to the society on the media designated by registration organs.
Where a representative office cancels its registration or is cancelled of registration of establishment or is revoked of registration certificate according to law, the registration organ shall make an announcement.
Article 21 Registration organs may make investigation and impose punishment on acts of representative offices being suspected of violating this Regulation, and perform the following functions according to law:
1. Learning information from the relevant entities and individuals when making the investigation;
2. Consulting, copying, sealing up, detaining the contracts, bills, account books and other materials related to the illegal acts;
3. Sealing up and detaining the tools, equipment, raw materials, products (commodities) and other properties specially used for engaging in illegal acts; and
4. Checking the accounts and accounting vouchers, account books, statements of account, etc. related to the deposit of representative offices which conduct illegal acts.
Chapter III Registration of Establishment
Article 22 To establish representative offices, the foreign enterprises shall apply to registration organs for registration of establishment.
Article 23 A foreign enterprise applying for establishment of a representative office shall submit the following documents and materials to the registration organ:
1. An application form for registration of establishment of a representative office;
2. The domicile certification and certification on legitimate operation for more than two years' continual existence of the foreign enterprise;
3. The enterprise bylaw or organization agreement of the foreign enterprise;
4. The appointment document of a chief representative or representative of the foreign enterprise;
5. The identification paper and resume of the chief representative or representative;
6. The capital credit certification issued by a financial institution which has business transactions with the foreign enterprise; and
7. The certification on the legal use of the resident place of the representative office.
Where the establishment of a representative office shall be approved as prescribed by law, administrative regulation or the State Council, the foreign enterprise shall, within 90 days from the approval date, apply to the registration organ for registration of establishment and submit the relevant approval document.
Where a representative office conducting profit-making activities may be established as prescribed by an international treaty or agreement China has signed or acceded to, the corresponding documents shall also be submitted in accordance with the provisions of laws, administrative regulations or the State Council.
Article 24 A registration organ shall, within 15 days as of accepting an application, make a decision on whether to approve the registration, and may solicit opinions of the relevant departments as required before making such a decision. If it is to make a decision of approval, it shall, within 5 days from making the decision, issue a registration certificate and representative certificate to the applicant; if it is to make a decision of disapproval, it shall, within 5 days from making the decision, issue a notice of rejecting the registration to the applicant and explain the reasons.
The issuing date of a registration certificate shall be the date on which a representative office is established.
Article 25 A representative office, a chief representative or representative shall apply for handling the relevant formalities for residence, employment, taxation, foreign exchange registration, etc. on the strength of the registration certificate or representative certificate.
Chapter IV Registration of Modification
Article 26 If any registration item of a representative office changes, the foreign enterprise shall apply to the registration organ for registration of modification.
Article 27 Where any registration item changes, an application for registration of modification shall be filed within 60 days as of the date on which the registration item changes.
Where the modification of registration items is subject to approval before registration as stipulated by law, administrative regulation or the State Council, an application for registration of modification shall be filed within 30 days as of the date of approval.
Article 28 Where a representative office is to continue the business activities upon expiry of the term of residence, the foreign enterprise shall, within 60 days before the expiry of the term of residence, apply to the registration organ for registration of modification.
Article 29 A representative office applying for registration of modification shall submit an application form for registration of modification of a representative office and the relevant documents required to be submitted by the market regulatory department of the State Council.
Where the modification of registration items is subject to approval before registration as stipulated by law, administrative regulation or the State Council, the relevant approval document shall also be submitted.
Article 30 A registration organ shall, within 10 days as of accepting an application, make a decision on whether to approve the registration of modification. If it is to make a decision of approval, it shall, within 5 days from making the decision, reissue a registration certificate and representative certificate; if it is to make a decision of disapproval, it shall, within 5 days from making the decision, issue a notice of rejecting the registration of modification to the applicant and explain the reasons.
Article 31 Where the person authorized to sign, liability type of enterprise, capital (assets), business scope or representative changes, the foreign enterprise shall, within 60 days as of change of any of the above items, file the change with the registration organ.
Chapter V Cancellation of Registration
Article 32 In case of any of the following circumstances, a foreign enterprise shall, within 60 days as of occurrence of any of the following items, apply to the registration organ for cancellation of registration:
1. A foreign enterprise cancels a representative office;
2. A representative office is to stop business activities after the term of residence expires;
3. A foreign enterprise is terminated; or
4. A representative office is canceled of approval or ordered to be closed according to law.
Article 33 A foreign enterprise applying for cancellation of registration of a representative office shall submit the following documents to the registration organ:
1. An application form for cancellation of registration of a representative office;
2. The certification of cancellation of tax registration of a representative office;
3. The certification issued by the Customs that the relevant matters have been cleared up or that this representative office has not handled the relevant formalities; and
4. Other documents required to be submitted by the market regulatory department of the State Council.
Where the termination of a representative office is subject to approval as stipulated by law, administrative regulation or the State Council, the relevant approval document shall also be submitted.
Article 34 A registration organ shall, within 10 days as of accepting an application, make a decision on whether to approve the cancellation of registration. If it is to make a decision of approval, it shall, within 5 days from making the decision, issue a notice of approval of cancellation and take over the registration certificate and representative certificate; if it is to make a decision of disapproval, it shall, within 5 days from making the decision, issue a notice of rejecting the cancellation of registration to the applicant and explain the reasons.
Chapter VI Legal Liabilities
Article 35 Where a foreign enterprise establishes a representative office or its representative office conducts business activities without registration, the registration organ shall order it or its representative office to terminate the activities and impose a fine of more than 50,000 yuan and less than 200,000 yuan.
Where a representative office violates the provisions of this Regulation by conducting profit-making activities, the registration organ shall order it to make corrections, confiscate the illegal income, confiscate the tools, equipment, raw materials, products (commodities) and other properties specially used for conducting profit-making activities and impose a fine of more than 50,000 yuan and less than 500,000 yuan; if the circumstance is serious, its registration certificate shall be canceled.
Article 36 Where a foreign enterprise has a representative office registered or archival-filed by submitting false materials or adopting other fraudulent means to conceal the truth, the registration organ shall order it to make corrections, impose a fine of more than 20,000 yuan and less than 200,000 yuan on the representative office, and impose a fine of more than 1,000 yuan and less than 10,000 yuan on the directly responsible person in charge and other directly liable persons; if the circumstance is serious, the registration organ shall revoke the registration or cancel the registration certificate, and the representative certificate shall be handed in for cancellation.
Where a representative office conceals the truth or makes falsification in the annual report submitted, the registration organ shall order it to make corrections and impose a fine of more than 20,000 yuan and less than 200,000 yuan on the representative office; if the circumstance is serious, the registration certificate shall be canceled.
Where a representative office forges, alters, leases, lends or transfers the registration certificate or representative certificate, the registration organ shall impose a fine of more than 10,000 yuan and less than 100,000 yuan on the representative office; and impose a fine of more than 1,000 yuan and less than 10,000 yuan on the directly responsible person in charge and other directly liable persons; if the circumstance is serious, the registration certificate shall be canceled, and the representative certificate shall be handed in for cancellation.
Article 37 Where a representative office violates the provisions of Article 14 of this Regulation by conducting activities beyond the business activities, it shall be ordered by the registration organ to make corrections within a time limit; if it fails to make corrections within the time limit, it shall be imposed upon a fine of more than 10,000 yuan and less than 100,000 yuan; if the circumstance is serious, the registration certificate shall be canceled.
Article 38 Where a representative office is under any of the following circumstances, the registration organ shall order it to make corrections within a time limit and impose on it a fine of more than 10,000 yuan and less than 30,000 yuan; if it fails to make corrections within the time limit, the registration certificate shall be canceled:
1. Failing to submit the annual report in accordance with the provisions of this Regulation;
2. Failing to conduct business activities in the name as registered in the registration organ;
3. Failing to adjust the resident place pursuant to the requirements of the relevant department of the Chinese government;
4. Failing to make an announcement on the establishment or modification information in accordance with the provisions of this Regulation; or
5. Failing to handle the relevant registration of modification, cancellation of registration or archival-filing in accordance with the provisions of this Regulation.
Article 39 Where a representative office conducts activities which are harmful to the national security of China or social public interests or other serious illegal activities, the registration organ shall cancel its registration certificate.
Where a representative office, due to violating the provisions of this Regulation, is cancelled of registration of establishment or is canceled of its registration certificate, or it is ordered by the relevant department of the Chinese government according to law to be closed, the foreign enterprise which has established this representative office shall not establish any representative office within the territory of China within 5 years as of the cancellation, cancellation or order of closure.
Article 40 Where a registration organ or its functionary abuses its/his power, neglects its/his duties, practices favoritism or makes falsification, fails to handle the registration, investigate or punish the illegal acts in accordance with the provisions of this Regulation, or supports, harbors or connives at the illegal acts, it/he shall be punished according to law.
Article 41 Where any violator of the provisions of this Regulation has committed any act violating the public security administration, he shall be punished in accordance with the provisions of the Public Security Administrative Punishments Law of the People's Republic of China; and if any crime is constituted, violator shall be subject to criminal responsibility.
Chapter VII Supplementary Provisions
Article 42 Foreign enterprises as mentioned in this Regulation shall refer to profit-making organizations established in accordance with foreign laws without the territory of China.
Article 43 The charging items for registration of representative offices shall be governed by the relevant provisions of the finance department and competent department of price of the State Council, and the charging standards for registration of representative offices shall be governed by the relevant provisions of the competent department of price and the finance department of the State Council.
Article 44 Where enterprises in Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan establish representative offices within the territory of China, the provisions of this Regulation shall be referred to for the administration of registration.
Article 45 This Regulation shall come into force on March 1, 2011. The Measures for the Administration of Registration of Resident Offices of Foreign Enterprises in China, which were approved by the State Council on March 5, 1983 and promulgated by the former State Administration for Industry and Commerce on March 15, 1983, shall be abolished simultaneously.