Can a foreign invested enterprise set up a branch in China?

Foreign companies must first apply for approval from China's competent authorities in accordance with the law, and only after approval can they go through registration procedures and open branches in China. First, the approval process for the foreign company's application. The so-called approval of a foreign company's application for the establishment of a branch refers to the fact that China's competent authority recognizes that a foreign company has the status of a foreign legal person and allows it to establish a branch in accordance with the legal procedures, and its rights and obligations are the same as those of the same type of company in China within the statutory time limit.

At present, the competent authority of China is the Ministry of Foreign Economic Cooperation and Cooperation, and after reviewing the application documents submitted by foreign companies, if they find that they meet the requirements, they will be allowed to set up branches in China. Second, the establishment and registration of branches of foreign companies. After the application of a foreign company to set up a branch in China is approved by China, it must also go through the approval and registration procedures in accordance with the law and obtain a business license before it can operate.

The application for registration shall be made by the representative designated by the foreign company in China, and shall be accompanied by a certificate proving his nationality and a certificate of authorization or power of attorney of the foreign company. After reviewing the application documents submitted by China's registration authority, if it considers that the materials are complete and complies with the provisions of Chinese laws and regulations, it will approve the registration, issue a business license, and require it to make a public announcement.

Foreign-invested enterprises are Chinese enterprise legal persons, and of course they can set up branches in China;

Foreign enterprises can also set up branches in China upon approval.

If your company is not in a special industry, the opening of a branch requires special approval from the Commerce Commission. Just take a set of things from your foreign-funded enterprise and go to the place where you open a branch. No special requirements.

Legal analysis: materials required for the establishment of branches of foreign-invested enterprises: three original resolutions of the board of directors; Two original letters of appointment from the person in charge of the branch; Resume and copy of identity certificate of the person in charge, two two-inch color photos; Three original copies of proof of working capital allocation; A copy of the report on the completion of the parent company's capital verification report in place; The original and photocopy of the business license of the parent company shall be stamped with the official seal.

Legal basis: "Regulations for the Implementation of the Foreign Investment Law of the People's Republic of China" Article 37: The registration of foreign-invested enterprises shall be handled by the market regulation department or the local people's market regulation department authorized by it in accordance with law. The departments for market regulation shall publish a list of the departments for market regulation that they authorize.

The registered capital of a foreign-banked digital chain merchant investment enterprise can be expressed in RMB or in a freely convertible currency.

1) The principle that the registered capital has been paid in full. In order to enable foreign-invested enterprises to develop healthily according to the original intention of the investment and to avoid the normal development of the project affected by the blind establishment of branches, the state requires that the establishment of branches by foreign-invested enterprises must have all registered capital in place, have carried out normal business activities and need to sell the products produced by the enterprise in China. In practice, it has been found that some foreign-invested enterprises, before the funds have been fully paid, have not yet formed a production capacity, apply for the establishment of branches, operate the products of other enterprises in the same kind of products without authorization, and engage in commercial activities in disguise.

In order to put an end to this kind of behavior, the state has formulated relevant laws and regulations and policy provisions to curb the occurrence of such bad behavior.

2) The principle that normal production activities have been carried out and products need to be sold. The purpose of this principle is to encourage foreign-invested enterprises to carry out project implementation in accordance with the obligations stipulated in the contract and articles of association, and to produce products as soon as possible according to the investment assumptions and steps, so as to realize the original investment intention of the invested enterprises. It is a matter of course for enterprises to set up branches to sell their own products, and it is also a normal production and operation behavior supported by the state.

If an enterprise operates with the purpose of dealing in the products of other enterprises that produce wild comics of the same kind as its own enterprise, the state not only encourages it, but also regards it as exceeding the scope of operation and shall be punished according to law.

3) The principle of business registration for unincorporated persons As mentioned above, the branch of a foreign-invested enterprise has the characteristics of not independently bearing civil liability for sales, and the content of the business activities engaged in by the institution is mainly to sell the products produced by the enterprise or engage in some after-sales services

1. A branch office does not have its own independent company name and articles of association, but engages in business activities in the name of the enterprise in which it is established, and the name is affixed with the words branch, branch, branch, store department or business department after the name of the enterprise it established;

2. The branch does not have a board of directors or a complete set of management bodies and systems as prescribed by law, and only has a business executive (or person in charge);

3. A branch office does not have its own independent property, and the property actually in its possession and use is included in the assets and liabilities of the enterprise it establishes as the property of the enterprise it established;

4. The results of the business activities of the branch shall be borne by the enterprise in which it was established, and the enterprise in which it was established shall be liable for the debts incurred by the branch with all its own property.

Legal analysis: The process of setting up a branch in China for a foreign-funded company is as follows: 1. Submit relevant documents to the Bureau of Commerce; 2. Go through the formalities of name approval and registration at the Industrial and Commercial Bureau; 3. Fill in the application and other documents in the Bureau of Quality and Technical Supervision; 4. Handle tax registration; 5. Apply for statistical registration certificate; 6. Carry out financial registration; 7. Carry out foreign exchange registration.

There are many procedures for foreign-funded companies to set up branches in China, and they also need to provide relevant documents in accordance with the laws and regulations of the country where they are bored.

Legal basis: Company Law of the People's Republic of China

Article 192 To establish a branch office in China, a foreign company must submit an application to the competent Chinese authorities, submit its articles of association, the company registration certificate of the country to which it belongs, and other relevant documents, and after approval, register with the company registration authority in accordance with the law and obtain a business license.

The examination and approval measures for branches of foreign companies shall be separately stipulated.

Article 193 When a foreign company establishes a branch office in China, it must designate a representative or person in charge of the branch within the territory of China, and allocate funds to the branch that are appropriate to the business activities it engages in.

If it is necessary to stipulate a minimum amount of operating funds for the distribution of foreign companies, it shall be separately stipulated.

Article 194 A branch of a foreign company shall indicate in its name the nationality and form of liability of the foreign company.

A branch of a foreign company shall maintain the articles of association of the foreign company in this institution.

A foreign company can set up a branch office in the territory of the Chinese imitation leasing country. According to the third paragraph of Article 15 of the "Detailed Rules for the Implementation of the Regulations of the People's Republic of China on the Administration of the Registration of Enterprise Legal Persons," branches established by foreign-invested enterprises to engage in business activities shall be subject to non-independent accounting. Article 18 stipulates that the main matters concerning the registration of foreign-invested enterprises are:

Name, domicile, business scope, total investment, registered capital, enterprise type, legal representative, business period, branch, limited liability company shareholder or name of the promoter of the shares. Article 19 stipulates that the main matters for the registration of a branch established by a foreign-invested enterprise are: name, place of business, person in charge, business scope, and affiliated enterprises.

Article 912 of the Company Law stipulates that a foreign company to establish a branch in China must apply to the competent Chinese authority and submit its articles of association, the company registration certificate of the country of origin and other relevant documents, and after approval, register with the company registration authority in accordance with the law and obtain a business license. The examination and approval measures for branches of foreign companies shall be separately stipulated.

How to set up a foreign-funded enterprise:

Step 1: Name search and name pre-approval.

Step 2: Apply for a project approval certificate.

Step 3: Apply for a business licenseAfter receiving the approval certificate and documents, apply for a business license.

Legal basis] Article 7 of the Law on Foreign-Funded Enterprises, after the application for the establishment of a foreign-funded enterprise is approved, the foreign investor shall apply to the administrative authority for industry and commerce for registration and obtain a business license within 30 days from the date of receipt of the approval certificate. The date on which the business license of a foreign-funded enterprise is issued is the date on which the enterprise was established.

1. Procedures for the transfer of the right to auction shares of foreign-invested enterprises.

1. The equity transfer of shareholders of foreign-invested enterprises can be applied for through the online application and the hall window, and the application can be made through the real foreign investment approval online application system such as login, and click on the application and fill in the enterprise information after logging in, and the window application needs to go to the window of the West Hall of the Administrative Service Hall of the Civic Center to apply, and the applicant needs to go again and submit the application materials within 5 working days after receiving the text message;

2. After the applicant submits the application materials, the window receiver will check the application materials according to the application content, and make a decision on the spot, if the applicant's information is complete and in line with the format specifications and legal form.

3. The recipient will transfer the application materials to the examiner for review after receiving the application materials, and if the application conditions are met and the materials are complete, if the company is a foreign investment ****, the examiner will make a review decision within 8 working days, and if the company is a foreign-invested shareholder, the review decision will be made within 20 working days.

4. After passing the examination, the applicant needs to go to the window to obtain the "Approval Certificate of the People's Republic of China for Foreign-invested Enterprises or Approval Certificates for Taiwan, Hong Kong, Macao and Overseas Chinese Investment Enterprises" and the approval documents.

2. What are the procedures for capital increase of foreign-invested enterprises?

1. Go through the procedures for changing the approval certificate.

Materials to be submitted: (1) Funding application report (2) Resolution of the board of directors (3) Amendment to the articles of association (4) Copy of business license (5) Original approval certificate (original and copy 2).

Obtain documents: capital increase approval (record form) and approval certificate after capital increase.

2. Go through the procedures for changing the business license.

Documents to be submitted: (1) capital increase application report (2) approval certificate after capital increase (copy 1) (3) original capital increase approval (or record form) (4) board of directors resolution (5) amendment to the articles of association 6, original business license.

Obtain documents: a notice of receipt indicating the amount of the capital increase.

3. Go through foreign exchange registration procedures.

Materials to be submitted: (1) two copies of the fund application report, (2) a copy of the capital increase approval (record form) (company seal), (3) a copy of the approval certificate after the capital increase (company seal), (4) a copy of the original business license, Qi Heng (company seal), (5) the original foreign exchange registration certificate, (6) the capital account business application form (to be collected at the State Administration of Foreign Exchange), (7) the amendment to the articles of association (amendment to the joint venture contract), and (8) the receipt notice issued by the industrial and commercial bureau indicating the amount of capital increase.

Obtaining documents: foreign exchange account after capital increase.

4. Remittance of foreign exchange cash with a capital increase limit of 20 and go through the capital verification procedures.

5. Go through the formal capital increase procedures with the capital verification report to the Industrial and Commercial Bureau.