Measures of Ningbo Municipality for Administration on Registration of
Resident Representative Offices of Foreign Enterprises
(Promulgated by the 45th Decree of People's Government of Ningbo Municipality on July 10, 1996, revised text was promulgated by the 51st Decree of People's Government of Ningbo Municipality on July 15, 1997, and go into effect as of the date of its promulgation.)
Article 1 With a view to fortifying the registration administration of the resident offices of foreign enterprises, regulating its business activities and protecting its legal rights, these measures are formulated in according to Regulations of Ningbo on Administration of Resident Representative Offices of Foreign Enterprises (hereinafter referred to as "the Regulations") and the relevant regulations of the state.
Article 2 Where a foreign enterprise sets up the resident office in Ningbo, it shall go through the registration in according to these Measures.
Article 3 Resident offices of foreign enterprises shall be agencies established by foreign enterprises in Ningbo in accordance with the Regulations and relevant regulations of the state, they engage in non-direct - profit-making operations, and have no corporate capacity.
Article 4 The State Administration for Industry and Commerce is the organ for the registration of resident offices of foreign enterprises. The Administration for Industry and Commerce of Ningbo is authorized by The State Administration for Industry and Commerce for the registration administration of the resident offices established in Ningbo by foreign enterprises.
Article 5 The main items to be registered for the resident office of a foreign enterprise are: name of the office, address of residence, number of chief representative and representatives and their names, business scope and period of residence.
Article 6 Name of the office is composed of the following parts: origin country, name of foreign enterprise, name of the region where the office located, character of the office.
Article 7 Foreign enterprises shall go through the registration procedures at registration departments with 30 days from the date when their applications for setting up resident offices are approved by the examination-approval authorities.
Article 8 A foreign enterprise shall submit the following materials in applying for the registration of a resident office:
(1) The approval document (original) issued by the examination-approval authority of the People's Republic of China or the authority that is empowered for examination-approval;
(2) The application (transcript) for setting up the resident office signed by the legal representative of the enterprise;
(3) The certificate of legal operation issued by the competent authority of the country or region where the enterprise is located;
(4) A certificate of credit issued by a banking institution which has business relations with the enterprise (a non-profit-making foreign economic organization may be exempt from this certificate);
(5) Letters of authorization signed by the legal representative of the enterprise for commissioning the chief representative and representative(s) of the resident office, and resumes of the chief representative and representative(s) and their identity certificates;
(6) Housing certificate of the resident office;
(7) Other materials that should be submitted in accordance with relevant laws, regulations and rules.
Where a finance or insurance enterprise apply for setting up the resident office, it shall submit a balance sheet, an annual report of profit and loss, the company's articles of association and a list of the board of directors besides the materials provided in the prior items of (1), (2), (3), (5), (6) and (7).
Article 9 If the materials submitted by a foreign enterprise for registration are established as conforming to these Measures through examination, the registration department shall accept. The registration department shall, within 15 days from the accepting day, decide whether to approve or disapprove it. If approve to it, issue a certificate of registration for the resident office of a foreign enterprise (hereinafter referred to as a certificate of registration) and employee's cards of the representatives of the resident office of a foreign enterprise (hereinafter referred to as employee' cards); if not approve to it, issue a notice of disapproval.
The resident office of a foreign enterprise shall, on the strength of the certificate of registration and employee's cards of the representatives, go through the formalities with the public security organ, banks, the Customs, tax authorities and other departments.
Article 10 The resident office of a foreign enterprise is deemed as formally established from the date of approval by registration department, has a legal status, and the legitimate activities of the said office and its representatives shall be protected by the laws of the People,s Republic of China.
Article 11 Without registration, no organization or person can take the following activities:
(1) Presumptuously hang out shingle, use the name or card of the resident office of a foreign enterprise;
(2) Engrave and use the seal of the resident office of a foreign enterprise;
(3) Presumptuously take any business activities related to the resident office of a foreign enterprise.
Article 12 Where a Chinese citizen (excluding Chinese citizen who has the right of permanent resident in a foreign country and compatriots from Hong Kong, Macao or Taiwan with valid credentials, hereinafter is the same) is employed as the thief representative or representatives of the resident representative office of a foreign enterprise, it shall entrust a service unit for foreigners approved by Ningbo to process the application and report, and by presenting the document of approval, resumes and identity certificates, go through the formalities of registration with registration department.
Where a Chinese citizen is employed as the staffs of the resident representative office of a foreign enterprise, it shall entrust a service unit for foreigners approved by Ningbo to process the employment. The resident representative office of a foreign enterprise shall go through the formalities of record with registration department within 30 days from the date when the employment contracts of staffs are concluded with the service unit for foreigners.
Where a person outside our country is employed as the staffs of the resident representative office of a foreign enterprise, it shall, by presenting the employment contract, go through the formalities of record with registration department after processing the employment registration.
Article 13 The registration certificate for the resident representative office of a foreign enterprise is valid for a period of one year. The said office must, upon the end of the period, renew the aforesaid document if it wishes to continue its residence.
The valid period of the employee's cards of the chief representative and representatives can't be longer than that of the registration certificate.
Article 14 To renew its registration, the resident representative office of a foreign enterprise must, within 30 days before the date of the expiry of its certificate of registration, submit to the registration department an annual report of its business operations signed by its chief representative, and the registration certificate, the employee's cards of representatives, the employment contracts of staffs and a form for renewal registration; in case where the term of residence expires, the document of examination-approval for renewal issued by the same authorities must also be submitted at the time of renewing the registration. After examination by the registration department, a renewal registration shall be given.
Article 15 When the resident representative office of a foreign enterprise wishes to make alterations, it shall apply for alteration with registration department.
Article 16 When the resident representative office of a foreign enterprise apply for alteration, it shall submit the following documents to registration department:
(1) Alteration of name: submit a form of application for renewal registration signed by its chief representative, alteration documents of legal name of the enterprise issued by the relative authorities of the country or region where the enterprise locates, the registration certificate and the employee's cards of representatives;
(2) Alteration of address: submit a form of application for renewal registration signed by its chief representative, housing certificate of the resident office, the document of approval by original examination-approval authorities, the registration certificate and the employee's cards of representatives;
(3) Alteration of chief representative and representatives: submit a form of application for renewal registration signed by its legal representative, certificates of appointment of chief representative and representatives signed by the legal representative of the foreign enterprise, their identity certificates, resumes and certificates of registration, the employee's cards of former chief representative and representatives;
(4) Alteration of scope of business and period of residence: submit a form of application for renewal registration signed by its chief representative, the document of approval by original examination-approval authorities, the registration certificate and the employee?ˉs cards of representatives.
The resident representative office of a foreign enterprise shall, within 30 days from the day when the original examination-approval authority approves, process registration for renewal. The registration department shall, within 15 days from the day when it accepts the application for alteration, decide whether to approve or disapprove.
Article 17 Where the resident representative office of a foreign enterprise doesn't continue its residence after its period of residence expires, it shall, within 30 days, it shall go through the deregistration procedure at the registration department.
In going through the deregistration procedure, documents issued by the tax authorities and Customs to certify the clearing up of taxes and other related matters shall be produced, and a form for deregistration registration shall be filled. If the registration department agrees to deregistration, the registration certificate, the employee's cards and the seal shall be cancelled. Undertaking departments shall help the foreign enterprise to clear up the related matters for the resident representative office.
Article 18 In processing registration of establishment, alteration or for renewal, the resident representative office of a foreign enterprise shall pay fees to the registration department in accordance with relative regulations.
Article 19 The certificate of registration of the resident representative office of a foreign enterprise can't be forged, altered, let out, lent or assigned.
Article 20 The certificate of registration of the resident representative office of a foreign enterprise shall be hung up in an eye-catching place of the office domicile.
If the certificate of registration or employee's cards of the representatives are lost or destroyed, the resident representative office shall publish a statement in a newspaper or periodical, and applies for a new one. While applying for a new one, it shall pay fees.
Where the resident representative office of a foreign enterprise need to provide duplicate copies of the certificate of registration to relative departments, the duplicate copies shall be sealed with the seal of the registration department.
Article 21 The Administration for Industry and Commerce of Ningbo is entitled to supervise and check on the business activities of the resident representative offices of foreign enterprises in accordance with laws. The resident representative offices of foreign enterprises must receive supervise and check, report honestly and provide relevant information and data, shall not refuse to report or hold back information.
Article 22 Where the resident representative office of a foreign enterprise has violated one of the following provisions, the registration department shall give punishment according to the seriousness of the case:
(1) Proven to have engaged in direct profit-making operations in violation of the provisions of Article 3 of these Measures, it shall be ordered to stop its business operations and may be published concurrently with a fine of 20,000 Yuan (RMB) or less;
(2) Proven to have violated the provisions of Article 11 of these Measures, it shall be ordered to take off the tablet, destroy the cards and the seal, stop to use the name of the resident representative office and take business activities, and may be published concurrently with a fine of 10,000 Yuan (RMB) or less;
(3) Proven to be engaged in business activities beyond the business scope as approved to register, it shall be ordered to remedy the wrongs and may be published concurrently with a fine of 2,000 Yuan (RMB) or less;
(4) Has not taken business activities and there have not been any resident persons in the office or has closed business continuously more than 6 months, it shall be ordered to remedy the wrongs within the specified time and may be published concurrently with a fine of 2,000 Yuan (RMB) or less;
(5) Has altered any item registered without going through the required procedure, it shall be ordered to go through the procedure for alteration within the specified time; for more serious cases, a fine of up to 5,000 yuan (RMB) or less shall be imposed or even the registration certificate be revoked.
(6) Fails to carry out the procedure of renewal registration as required by the provisions, and takes business activities beyond the valid period of registration certificate or the term of residence, it shall be ordered to remedy the wrongs within the specified time and may be published concurrently with a fine of 2,000 Yuan (RMB) or less;
(7) Fails to carry out the procedure of cancellation of registration as required by the provisions, its registration certificate shall be revoked.
(8) Employs a Chinese citizen as representatives or staffs without permission, it shall be ordered to remedy the wrongs and may be published concurrently with a fine of 2,000 Yuan (RMB) or less;
(9) Forges, alters, lets out, lends or assigns its registration certificate, it shall be published concurrently with a fine of 20,000 Yuan (RMB) or less; fails to hang up its registration certificate as required by the provisions, it shall be ordered to remedy the wrongs and may be published concurrently with a fine of 500 Yuan (RMB) or less;
(10) Fails to go through the formalities of record with registration department as required by the provisions while it employs staffs, it shall be ordered to remedy the wrongs and may be published concurrently with a fine of 500 Yuan (RMB) or less.
Article 23 Where parties appeal against the punishment of registration department, they may apply for administrative reconsideration or bring out an administrative litigation.
Article 24 Where staffs of registration departments abuse their official powers, bend the law for the benefit of relatives or friends, ignore their duties or fail in their duties severely, they shall be given administrative sanctions by registration departments or higher-level authorities; if the violation constitutes a criminal offence, criminal responsibility shall be investigated in accordance with the law.
Article 25 These Measures shall apply, mutatis mutandis, to the registration administration of foreign enterprises that apply for the commission of their permanent representatives in Ningbo.
Article 26 These Measures shall apply, mutatis mutandis, to the registration administration of enterprises in Hong Kong, Macao and Taiwan that apply for the establishment of the resident representative offices or the commission of their permanent representatives in Ningbo.
Article 27 As to the concrete problems in the application of These Measures, the authority of the interpretation resides in the Administration for Industry and Commerce of Ningbo.
Article 28 These Measures shall go into effect as of the date of its promulgation.
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