Does a branch of a foreign invested enterprise need to apply for an approval certificate?

No, the branch is only a dispatched agency or office, and there is no need to apply for an approval certificate.

The approval certificate is issued to a foreign-invested enterprise, and the branch office is equivalent to a department of your enterprise.

No, our company is in the same situation as yours, foreign joint ventures, no need to apply for an approval certificate.

Head office in **? Where is the branch office located?

Procedures for Applying for Change of Foreign-invested Enterprises: The following documents shall be submitted for the change of registration: 1. Resolution of the Board of Directors (Original); 2. Application for Change of Registration of Foreign-invested Enterprises signed by the legal representative (original); 3. A copy of the original approval department's approval certificate (original) (except for the change of non-production site and the name of the director); 4. Original and duplicate of business license (original); 5. Revised text of contract and articles of association (original) (except for change of domicile and name of directors) Only the above materials shall be submitted for the change of name, business period and business scope, and increase of registered capital, and the materials shall be submitted separately for the change of other registration items; (1) Change of residence:

If the domicile is changed, a copy of the certificate of use of the domicile must be provided (specifically the same as the opening of the business); 2) Handling equity transfer: To handle equity transfer, the equity transfer agreement, the new investor's business certificate and bank credit certificate must be provided, and the confirmation document (original) that must be evaluated by the state-owned asset management department for the transfer of state-owned assets; 3) Reduction of registered capital: If the registered capital is reduced, the enterprise must provide 3 announcements (the announcement should be published in newspapers at or above the provincial and municipal levels) (original); 4) For the registration of the change of legal representative and director, the original document of the proposed position and the valid identity certificate (copy) must be submitted; 5) If the validity period of the license is extended, only the capital verification report of the funds in place shall be submitted (the relevant permit shall be submitted if the pre-approval is involved); 6) The registration of relocation of the collapsed area shall be submitted with the approval of the examination and approval authorities of the two places and the certificate of use of the residence; (7) For the reissuance of the license, after receiving the application, only need to provide the review letter signed by the legal representative, clarifying the legal responsibility and the announcement of the newspaper at or above the provincial level; (8) If the name of the investor is changed, the legal business certificate of the new investor (copy) must be provided; 9) Change of Enterprise:

The following documents are required for outbound investment: Balance sheet (original); The capital verification report of the registered capital that has been paid up by the statutory capital verification agency (original or a copy with the official seal); Certificate of no illegal business record (original); Tax payment certificate issued by the tax authority for payment of enterprise income tax (original or copy stamped with the official seal of the enterprise) Handling procedures: (change) acceptance, review, approval and licensing.

Article 3 of the Provisions on the Administration of Registration of Foreign-Invested Partnership Enterprises: Foreign-invested partnership enterprises shall comply with the provisions of the Partnership Enterprise Law and other relevant laws, administrative regulations, and rules, and shall conform to the industrial policies of foreign investment. The State encourages foreign enterprises or individuals with advanced technology and management experience to set up partnership enterprises within the territory of China to promote the development of modern service industries and other industries.

When a foreign-invested enterprise is established, it must be approved by the commerce department, and after approval, the commerce department will issue an approval certificate.

Article 7 of the Detailed Rules for the Implementation of the Law of the People's Republic of China on Foreign-funded Enterprises stipulates that the application for the establishment of a foreign-funded enterprise shall be examined and approved by the Ministry of Foreign Economic Cooperation of the People's Republic of China (hereinafter referred to as the Ministry of Foreign Economic Cooperation) and a certificate of approval shall be issued.

If the application for the establishment of a foreign-funded enterprise falls under the following circumstances, the approval certificate shall be issued after the approval of the people of the authorized provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the state plan, and special economic zones:

1) The total amount of investment is within the scope of the investment approval authority specified in the first place;

2) It does not require the state to allocate raw materials, and does not affect the comprehensive balance of the whole country such as energy, transportation, and foreign trade export quotas.

The people of provinces, autonomous regions, municipalities directly under the Central Government, cities specifically designated in the state plan, and special economic zones shall report to the Ministry of Foreign Economic Cooperation and Cooperation within 15 days after approval (the Ministry of Foreign Economic Cooperation and the people of provinces, autonomous regions, municipalities directly under the Central Government, cities and special economic zones specifically designated in the state plan, hereinafter referred to as the examination and approval authorities).

1. Documents required for foreign-invested enterprises to apply for equity transfer.

1. The application of the enterprise for equity transfer (original);

2. Resolution of the board of directors of the enterprise (original);

3. Proof of net assets of the Chinese enterprise and resolution of the board of directors or shareholders' meeting (original);

4. Equity transfer agreement signed by the transferor and the transferee and signed by other investors or recognized in other written ways (original);

5. Amendment agreement of enterprise contract and articles of association (original), original contract and articles of association of enterprise (copy);

6. Business license of the new transferee (copy) and identity certificate of the legal representative (copy);

7. Credit certificate of the new transferee (original), which should be attached with Chinese translation (original);

8. The original and copy of the enterprise approval certificate (original), business license (copy), capital verification report (copy);

9. Proof of the non-breaching party urging the breaching party to pay or pay off the capital contribution (original); (when one of the parties breaches the contract).

10. Other relevant documents: such as the transfer of state-owned assets requires the asset appraisal report, the confirmation letter of the State-owned Assets Supervision and Administration Office and the written opinion of the superior competent department of the state-owned enterprise.

2. What materials are needed to replace the approval certificate.

1. Draft form of approval certificate for external investment enterprises.

2. The revised contract and articles of association of the enterprise (original).

3. Registration form for senior personnel of the Chinese side.

4. Letter of appointment of directors and their identity certificate (copy).

Administrative Licensing Procedures for Registration of Foreign-Funded ** Companies: The application for registration of a foreign-funded ** company shall be submitted by the foreign investor through the Commerce Bureau of the place where the foreign-funded enterprise is to be established:

1. Application for the establishment of a foreign-funded enterprise.

2. Feasibility study report.

3. Articles of association of foreign-funded enterprises.

4. List of legal representatives (or candidates for the board of directors) of foreign-funded enterprises.

5. The original bank credit certificate of the foreign investor.

6. The registration certificate (copy) of the foreign investor shall be notarized by a foreign notary public and authenticated by the Chinese embassy or consulate in the country.

7. The original certificate of the signature right of the legal representative of the investor that has been notarized and authenticated.

8. The original letter of appointment and a copy of the identity certificate of all the directors of the proposed company; (Notarized by a foreign notary public and authenticated by the Chinese embassy or consulate in that country).

9. The original audit report of the most recent year audited by the accounting firm of each investor.

10. Catalogue of import and export commodities of foreign-invested commercial enterprises to be established.

11. Power of attorney for administrative licensing matters.

12. Application for administrative license.

13. A copy of the rental agreement of the proposed establishment of Wai Songzheng Li Zi ** Company and a copy of the property right certificate of the housing providing unit shall be stamped with a red seal.

14. If there is retail, a copy of the store's rental agreement and a copy of the property right certificate must be provided.

15. Other documents that need to be submitted.

1. Equity transfer process of foreign-funded enterprises.

1) Materials required for the transfer of equity of foreign-funded enterprises.

1. Application for equity transfer

2. Proof of the transferee's main qualification: the new foreign investor's business license or identity document shall be authenticated by the Chinese embassy or consulate abroad after being notarized overseas, and a translation shall be provided. If the foreign investor is a natural person and is in China, the original passport should be provided for verification, and notarization and authentication is not required.

The Chinese investor provides a business license or proof of identity.

3. Credit certificate of the transferee: issued by the transferee's local bank, its account balance should not be less than the amount of this transfer, indicating that it has the ability to purchase the equity.

4. Resolution or Decision of the Board of Directors on equity transfer

5. Equity Transfer Agreement

6. Joint Venture or Cooperation Contract and Contract Amendment

7. Articles of Association and Amendments to the Articles of Association

8. "Letter of Appointment of Directors" and "List of New Board Members".

9. Identification certificate of the new board of directors or supervisors and managers.

10. Legal Opinion issued by the law firm

2) The process of equity transfer of foreign-funded enterprises.

1. The equity transfer shall be unanimously approved by all directors of the board of directors.

2. After the equity transfer, its equity structure should be in line with the national industrial policy, and if the Chinese party must hold the shares, the foreign party shall not hold the shares.

3. Enterprises with a foreign shareholding ratio of less than 25% after the equity transfer shall be regarded as a domestic-funded enterprise in the tax policy, and the production and processing enterprises established for less than ten years shall pay tax according to law if they have enjoyed preferential tax policies before this.

4. Unless the equity is changed to a domestic-funded enterprise after the transfer, the equity shall not be transferred to a natural person in the Chinese party.

1) The principle of establishing a branch office of a foreign-invested company.

1. The principle that the registered capital has been fully paid. In order to enable foreign-invested enterprises to develop healthily according to the original intention of investment, and to avoid the normal development of the project due to 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 the country.

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 investment enterprises.

3. The principle of business registration of unincorporated personsAs mentioned above, the branch of a foreign-invested enterprise has the characteristics of not independently bearing civil liability, 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 service.

2) Documents to be submitted for the establishment of a registered branch of a foreign-invested company.

1. Application for Registration of Establishment of Branches of Foreign-invested Companies;

2. Approval documents of the examination and approval authority (applicable to the establishment of branches by laws and administrative regulations that require the approval of the examination and approval department);

It is applicable to the establishment of a branch by laws and administrative regulations, which requires the approval of the examination and approval department.

3. Articles of Association (original);

4. Copy of the appointment document (original) and identity certificate of the person in charge of the branch issued by the affiliated company;

5. A copy of the copy of the business license of the affiliated company (stamped with the company's official seal);

6. Proof of use of business premises;

Submit a copy of the property ownership certificate for self-owned real estate, and submit the original for verification; If the original lease agreement and a copy of the property right certificate of the lessor cannot be provided above, a copy of the property right use certificate of other houses that can prove the ownership of the property right shall be submitted. If the lessor is a hotel or restaurant, a copy of the business license of the hotel or restaurant shall also be submitted.

7. Pre-approval documents;

Refers to the approval document or copy of the license certificate or license certificate related to the pre-license, which is applicable to the branch company whose business scope has laws, administrative regulations and decisions that must be reported for approval before registration.

8. Other relevant documents and certificates.

Note: If the original is not indicated above, a copy can be submitted; If a photocopy is submitted, it shall be indicated that it is consistent with the original and the applicant shall affix the official seal or signature.

Note: The real estate sales certificate where the business premises are located, and the office building: a copy of the property right certificate of the property right unit, a copy of the rental contract, and a copy of the rental invoice.

The following conditions need to be met for the establishment of foreign-invested shares: 1. Profits have been made for three consecutive years before the establishment of the fundraising; 2. The registered capital of the company shall not be less than 30 million yuan; 3. The shares subscribed by the promoter shall not be less than 35% of the total number of shares of the company.

[Legal basis].

Article 83 of the Company Law of the People's Republic of China If the company is established by initiating the establishment of a family and lacks shares, the promoter shall subscribe in writing to the shares subscribed by the articles of association of the company and pay the capital contribution in accordance with the provisions of the articles of association. Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law. If the initiator fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, it shall bear the liability for breach of contract in accordance with the initiator agreement.

After the promoter has fully subscribed to the capital contribution stipulated in the articles of association, the board of directors and the board of supervisors shall be elected, and the board of directors shall submit the articles of association and other documents prescribed by laws and administrative regulations to the company registration authority to apply for establishment registration. Article 84 of the Company Law of the People's Republic of China provides that if a share is established by way of raising and establishing, the shares subscribed by the promoter shall not be less than 35% of the total number of shares of the company; However, where laws and administrative regulations provide otherwise, follow those provisions.

The following conditions are required for the establishment of foreign-invested shares****

1. There are more than two people and less than 200 people as initiators, of which more than half of the initiators must have a domicile in China;

2. The shares subscribed by the promoter shall not be less than 35% of the total number of shares of the company;

3. The promoter formulates the articles of association of the company, which are approved by the founding meeting;

4. There is a total amount of actual source of share capital raised in accordance with the provisions of the company's articles of association;

5. Other conditions stipulated by law.

[The law is based on socks].Article 76 of the Company Law of the People's Republic of China.

The establishment of shares shall meet the following conditions:

1) The promoter meets the quorum;

2) The total amount of share capital subscribed by all the promoters in accordance with the provisions of the articles of association of the company or the total amount of paid-in share capital raised;

3) The issuance and preparation of shares comply with the provisions of the law;

4) If the promoter formulates the articles of association of the company and adopts the method of fundraising, it shall be approved by the founding meeting;

5) Have a company name, and establish an organization that meets the requirements of the shares;

6) Have a company domicile.