What's Rep.office

It is of key importance to note that a representative office (RO) is not a separate legal entity. Rather, it is an extension of its parent company. A representative office may only engage in non-profit making activities.

It has the freedom to carry out the following functions:

◆ Conduct research and survey for its parent company in the local market;

◆ Liaise with local and foreign contacts in China on behalf of the parent;

◆ Conduct research and provide data and promotional materials to potential clients or trading partners;

◆ Act as a coordinator for the parent company's activities in China;

◆ Make travel arrangements for parent company representatives and potential Chinese clients;

◆ Other non-direct profit making business activities;

Under no circumstances may a representative office do the following:

◆ Directly engage in any business for profit;

◆ Sign contracts or deals on behalf of the parent company;

◆ Represent any firm other than its parent company;

◆ Collect money or invoice organizations or individuals within China for services or products;

◆ Buy property or import production equipment.

Registration Procedures

Foreign companies are not allowed to directly submit the application documents to the relevant authority. They must retain a PRC entity that is authorized or permitted by relevant authorities to act as a sponsor. The sponsor will submit all documents to the examination and approval authority on behalf of the foreign enterprise.

After the foreign enterprise obtains approval from the relevant authority, documents must be submitted to the relevant AIC for registration of the RO. This step is completed when the AIC issues a Registration Certificate for Representative Offices of Foreign Enterprises. After a RO is registered with the AIC, it must handle registration and other procedures with banks, customs office, tax authorities, and other authorities.

Step 1: Register in Shanghai Industry and Commerce Authority

Step 2: Apply for the Representative Office's seals

Step 3: Apply for the Organization Code License

Step 4: Register in Shanghai Statistical Bureau

Step 5: Open the bank account of the Representative Office

Step 6: Register in Shanghai Taxation Bureau

Step 7: Physical Examination and Obtain Health Certificate

Step 8: Apply for the Working Permit for the Chief Representative

Step 9: Apply for the Residence permit for Chief Representative

Step10: Register in Shanghai Custom

Documents Required

Foreign enterprises apply to establish resident representative office, following documents are requested to provide:

◆ Application letter for establishing Rep Offices (original)
The application letter should briefly describe the foreign company and its business activities in China. The following information must be addressed in the application letter:

An introduction to the foreign company and its business activities in China;
The name of the Rep Office;
The purpose of the Rep Office;
The business scope of the Rep Office;
The name of the chief representative;
The duration of the Rep Office; and
The address of the Rep Office.

The application letter should also include a list of the documents to be submitted. If the foreign enterprise believes that any documents other than those requested by the approval authority should be submitted, such additional documents should also be listed in the application letter.

◆ The bank creditworthiness letter (original)
The creditworthiness letter should be issued by the banker of the foreign enterprise. The bank must be a foreign bank in the area where the foreign company is located. The creditworthiness letter must contain the following information:
(i) The name of the foreign company;
(ii) The normal deposit amount or average daily balance for a period of six months; and
(iii) A brief review of the creditworthiness of the foreign company.

The bank letter should be printed on the letterhead paper of the bank and signed by authorized officials of that bank.

◆ The appointment letter for the Chief Representative
The appointment letter should be concise. It should state clearly the name of the person to be appointed or authorised to act as the chief representative of the RO. The appointment letter should be printed on the letterhead paper signed by the chairperson, general manager or other responsible officials of the foreign company of the foreign company.

◆ The resumes, photocopies of the passports and passport size photos of the chief representative and other representatives.

It is required that the resume start from the university education. The date on which the person started working for the applying foreign company should also be stated in the resume. It should be noted that the time as described in the resume must be consecutive. The resume must be signed by the chief representative and could be printed on blank paper.

◆ One company constitution (copy)

◆ Contract of rent or purchase office location (copy).

Two sets of certificate of nominated location for handling official business which issued by Shanghai municipal people's government foreign economic relations & trade commission (copy).

Two sets of certificate of real estate of lessor (copy).

Certificate of residence for office location issued by lessor (original).

Noted that not every building is allowed to lease offices to foreign companies as premises for ROs. Only those buildings approved by the local public security bureau may be leased to foreign companies. Foreign companies should confirm this issue with the landlord before entering into the lease agreement or the intention letter.

◆ Application Form for the Establishment of Rep Offices
The application form is a standard form printed by the approval authority. The main content of the application form is basic information concerning the foreign company applicant and the RO to be established.

◆ Application Form for Personnel of Rep Offices
This application form is a standard form printed by the approval authority. The main content of the application form is basic information regarding the staff and employees of the RO to be established, such as the names, nationalities, contact details and positions.

◆ The Certificate of Incorporation of the Foreign Company
The certificate of incorporation is a document evidencing the incorporation and registration of the foreign company. The specific format and content of the certificate of incorporation vary from country to country.

If the foregoing documents are in a foreign language, a Chinese translation should be prepared. Some approval authorities require that some of the foregoing documents be notarized by a foreign notary public and then legalized by the PRC consulate in that foreign country.

◆ Company brief introduction

◆ Provide other application material which is defined as necessary by the examination and approval authorities.

◆ Attention:

A.The application, the certificate of entrustment, the certificate of authority and the resume of the authorized should be written on the office letter paper of the enterprise, and affixed with seal and signed by the chairman of the board or the general manager of the enterprise.

B.The copy of the business license should be signed by the chief of the company and also be stamped.

C.The certificate of capital credit issued by the bank should by affix with seal and signed by the chief of the bank.

D.As to the chief representative, his or her passport or the home-return card for compatriot is needed.

E. As to the freight forwarder company, not only should offer the membership certificate of international federation of freight forwarders associations , but also might provide the agent agreement with the class first freight forwarder in Shanghai , if it is the subordination of the Sino Transportation Group, the approval from the group is indispensable.

Samples of Documents

(should be written on the office letter paper of the enterprise)

The application for establishing the representative office in Shanghai

Shanghai foreign economic and trade commission:

Shanghai industrial and commercial administration:

Dear sirs:

Our company is a legal company registered in … (country or region) which mainly specializes in … business and established good economic relations with Shanghai. For further developing business with Shanghai region, hereby our company applies to establish office in Shanghai and entrust … as undertaking company.

  Name of the office: … Shanghai representative office

  Business scope: … liaison

  Chief representative:

  Address of the office:

  Term of residence: (max. 3 years)

We report to you and look forward to your approval.

Certificate of authority

For the need of the business, We … hereby appoint Mr. … as our lawful chief representative for the Shanghai representative office and entrust him with full power of authority would be …

Thanks in advance!

Resume

Name:

Date of birth:

Birthplace:

From … to … (education background)

From … to … (working experience)

Certificate of entrustment

We …, hereby authorize … to establish our representative office in Shanghai and to undertake the registration procedures.

All the expenses for the registration will be born by us.

How We Can Help You

We, Shanghai Excellent Investment Service Co., Ltd. provide one-stop service for foreign companies which would like to set up representative offices in Shanghai .

  Introduce the Rep. Office policies and application procedures

  Help to find out proper office

  Make detailed documents samples for clients

  Go through the procedures to complete registration

  Obtain all the certificates for clients