De-registration of an RO in Shanghai

De-registration of an RO in Shanghai

The application by a foreign company to wind up a representative office in Shanghai is a complicated and challenging process. We hereinafter provide an insight into the key steps to be taken in the process of de-registration of a Representative Office (RO) in Shanghai.

Documents have to be submitted to relevant authorities such as the tax authority, Customs, and banks to certify the clearance of the entity’s liabilities. This is a prerequisite to obtaining the approval for de-registration and cancellation of the Registration Certificate.

Should the RO leave any matter unsettled, the foreign enterprise or economic organization represented by the RO shall be held responsible.

PHASE ONE – DE-REGISTRATION OF TAX CERTIFICATE (the most complicated and challenging phase)

Step 1: Application with the Tax Bureau for de-registration.
Step 2: Liquidation audit.
Step 3: Tax clearance for outstanding tax issues and on-site inspection by the Tax Bureau.
Step 4: Formally de-register the Tax Certificate. The RO is required to submit the following documents to the Tax Bureau:

 Liquidation Audit report (audit on the latest 3 years’ expenses and taxes payable by the RO)
 Individual income tax returns of RO’s chief representative and other representatives
 RO’s representatives’ individual income tax assessment forms
 RO’s tax assessment forms
 Tax Registration Certificate
 Other documents required by the competent Tax Bureau

PHASE TWO – DE-REGISTRATION OF CUSTOMS CERTIFICATE

Customs Certificate de-registration can be carried out simultaneously with Tax Certificate de-registration.

If the RO has never acquired a Customs Certificate before, it needs to apply for one first and then de-register it.

Upon successful de-registration by the Customs Bureau, a notice of “De-registration of Customs Certificate” can then be issued.

PHASE THREE – CLOSURE OF RO’S BANK ACCOUNT

 All un-issued checks of the RO must be returned to the bank.
 All unutilized debit slips of the RO have to be returned to the bank as well.
 All money in the RO’s bank account should be transferred out.
 ROs are discouraged from keeping large amounts of unutilized money in their bank accounts at the time of the liquidation. If an RO intends to transfer the account to its parent company or affiliated company, it is required to provide reasons and seek approval.

After the bank account is closed, a Bank Account Closure Notification will be issued.

PHASE FOUR – OFFICIAL DE-REGISTRATION WITH SHANGHAI ADMINISTRATION OF INDUSTRY AND COMMERCE

The following documents are to be submitted to apply for a de-registration with the SHAIC:

 RO’s Registration Certificate
 Notification from the parent company documenting that the Chief Representative will no longer be legally representing the parent company
 Notice of Tax Certificate De-registration
 Notice of Customs Certificate De-registration
 Bank Closure Notification
 Chief Representative’s Certificate
 RO’s Seals

The SHAIC will issue a De-registration Notification stating the official termination of the RO. The RO’s seals should be destroyed in front of the registration officer.

If any of the certificates were lost, an announcement should be publicized in the newspapers. A letter stating the loss of the certificate, a photocopy of the newspaper announcement and the related payment invoices should be submitted to the relevant government authorities.

PHASE FIVE – DEREGISTER ORGANIZATION CODE CERTIFICATE, STATISTICS CERTIFICATE, EMPLOYMENT PERMIT AND RESIDENCE PERMIT

In accordance with prevailing PRC laws and regulations, the RO is also required to de-register all its other certificates, including:

 Organization Code Certificate (To be done at the Shanghai Technology Quality Supervision Bureau)
 Statistics Certificate (To be done at the Statistics Bureau)
 Employee Permit & Resident Permit (“EP/RP”) for Chief Representative or other Representatives (To be done at the Labor Bureau and the Exit/Entry Bureau respectively)

It is important to highlight the significance of going through a proper liquidation process. In some cases, especially with regards to foreigners who are EP/RP holders, if the EP/RPs are not properly de-registered, the parent company of the RO will be responsible for the activities carried out by the EP/RP holder if he continues to act on behalf of the RO.

Important Disclaimer: While utmost care has been taken to ensure accuracy with the relevant laws at the time of writing, no person should rely on the contents of this article without first obtaining advice from a qualified professional person. This article is issued on the terms and understanding that (1) the author is not responsible for the results of any actions taken on the basis of information in this article, nor for any error in or omission from this article; and (2) the author expressly disclaims all and any liability and responsibility to any person, whether a reader of this publication, in respect of anything, and of the consequences of anything, done or omitted to be done by any such person in reliance, whether wholly or partially, upon the whole or any part of the contents of this article.

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Foreign Enterprises with Business Activity in Shanghai

I. Establishment

(1) Application Form signed by the person in charge
(2) Application signed by chairman of the board of directors or general manager of the company abroad
(3) Certificate by the committee
(4) Contract of the business
(5) Copies lf the legitimate certificate for operation issued by the relevant government authorities of its host country
(6) Original copy of the capital credit certificate issued by the bank,with which the enterprise maintains business contacts;
(7) Appointment letter of the person in charge signed by chairman of the board of directors or general manager of the enterprise abroad ,and his resume and a copy of his ID card
(8) Contract of house leasing (lease for more than one year ),and real estate certificate
(9) Other pertinent documents

II. Alteration

1.alteration of name

(1) Application Form signed by the person in charge
(2) Alteration registration certificate of the enterprise abroad
(3) Business license
(4) Other pertinent documents

2.alteration of domicile

(1)Application Form signed by the person in charge
(2)Contract of house leasing (lease for more than one year ),and real estate certificate
(3) Business license
(4) Other pertinent documents

3.alteration of person in charge

(1) Application Form signed by the person in charge
(2) Appointment letter of the person in charge by the board of directors or general manager of the enterprise abroad ,and his resume and ID card (copy)
(3) Business license
(4) Other pertinent documents

4.alteration of business scope

(1) Application Form signed by the person in charge
(2) Approval Certificate
(3) Contract of the business
(4) Business license
(5) Other pertinent documents

5.term extension

(1) Application Form signed by the person in charge
(2) Approval Certificate
(3) Contract of business
(4) Business license
(5) Other pertinent document

II. Cancellation

(1) Application Form of cancellation registration signed by the person in charge
(2) A written application for cancellation registration signed by chairman of the board of directors or general manager of the enterprise abroad
(3) Business license and seal
(4) Cancellation certificate of taxes and Customs record
(5) Certificate of the construction project that is completed given by the proprietor
(6) Other pertinent documents

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New child born in China

New child born in China

I. Qualifications:

  1. The parents of the child are foreigners;
  2. If one of the parents is a Chinese citizen, the Chinese citizen must be a Shanghai resident or applied for going abroad in Shanghai.

II Formalities:

  • Where the parents are foreigners:
  1. Submitting the copies of the passports of the parents;
  2. Submitting the original and the copy of the Certificate of Birth in Shanghai of the child (including the attached page);
  3. The original of the valid passport of the child;
  4. Submitting the official letter of application of the unit and the original of his or her passport, if one of the parents works in Shanghai;
  5. One recent 2-inch half-length, bareheaded and full-faced photograph.
  6. Such child must go through such formalities within one month as of the birth.
  • Where one of the parents is a Chinese citizen, the child should first go though the nationality examination and then apply for emigration papers:
  1. Submitting the original and the copy of the Certificate of Birth in Shanghai of the child (including the attached page);
  2. The original of the valid passport of the child;
  3. The copies of the passports or identity certificates of the parents.
  4. Such child, when applying for emigration papers, should submit additional three recent 2-inch half-length, bareheaded and full-faced photographs and the Nationality Examination Conclusion Form.

III. Business Hours and Place:

Monday-Saturday 9:00-17:00

Note: Credentials are handled alone on Saturday.

1500, Minsheng Road, Pudong New Area

IV. Time Limit of Handling and Winding Up a Case: 5 working days

V. Fee Standard: Free for nationality examination; charging according to the fee standard for credentials for emigration papers.

VI. Information Telephone: 28951900

VII. Supervision Telephone: 68547109

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Seven Measures to aid Exit-Entry Convenience for Foreign High-Level Talents and Investors in Shanghai

They are as following.

  1. The foreigners who have been awarded “Honorary Citizen of Shanghai”, “Magnolia Award” or “Award of Magnolia Honors” can apply for 5-year residence permit.
  2. The province (municipality)-level foreign high-level talents, special talents and celebrities can apply for 3-5-year residence permit.
  3. The foreign academic and scientific research leaders and researchers and teachers having vice-senior title or above who are employed by state-level or province (ministry)-level research institutions and key colleges and universities can apply for 3-5-year residence permit.
  4. The foreign legal representatives, man-aging directors, vice managing directors and chief financial officers of new and high-tech enterprises, foreign-invested enterprises in the encouraged category .foreign-invested advanced technology enterprises or foreign-invested product exporting enterprises can apply for 3-5-year residence permit.
  5. The foreign legal representatives and high-level managerial talents and researchers of Shanghai regional headquarters, research and development centers and investment companies of transnational corporations can apply for 3-5-year residence permit.
  6. The foreign legal representatives, managing directors, vice managing directors, chief financial officers and high-level managerial personnel of enterprises with the registered capital of more than USD 3 million and the foreign legal representatives, managing directors and vice managing directors of privately-invested enterprises can apply for 3-5-year residence permit.
  7. The foreign high-level talents in such six categories, if needing not work or reside in Shanghai for a long time but meeting the local criteria of Visa F (visit), can apply for 2-5-year multiple-entry Visa F.
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Annual Inspection Guide for Foreign Investment Enterprises

Annual Inspection Guide for Foreign Investment Enterprises 

According to Company Law of the People’s Republic of China, Regulations of the People’s Republic of China on Administration of Registration of Companies and Regulations of Annual Inspection for Enterprises, from January 1st to April 30th every year, SHAIC takes an annual inspection on foreign investment enterprises in Shanghai. 

The way of the annual inspection for the foreign investment enterprises in Shanghai is called joint annual inspection, which means that during the inspection, SHAIC, together with other six administrative institutions (namely Shanghai Foreign Trade and Economy Committee, Shanghai Foreign Investment Working Committee, Shanghai Municipal Financial Administration, Shanghai Municipal Administration of State (Local) Taxation, Shanghai Custom and Shanghai Administration of Exchange Control), sets a fixed venue, accepting the declaration of annual inspection materials from enterprises. 

The foreign investment enterprises with its local branches shall begin to take part in the annual inspection from the next year of being registered in Shanghai. 

The foreign investment enterprises shall first come to the register authority by February 15 each year to apply for the annual inspection report form by holding business license (an original and a duplicate) and IC card (e-business license), and then during the month of April submit all the annual inspection materials to the joint inspection venue.

The annual inspection report form can be downloaded and submitted via www.sgs.gov.cn

Foreign Enterprises with contracting and management activities in Shanghai and the Shanghai branch of foreign investment enterprises registered in other provinces could declare annual inspection materials directly to the register authority instead of participating in the joint annual inspection. 

Shanghai foreign investment enterprises registered at State Administration for Industry and Commerce (SAIC) shall declare annual inspection materials to SAIC.

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