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Navigating Legal Documents in China

Quentin Berder on

Frustrated with Chinese business administration

Administration in China is still very much paper based. All China-based companies are requested to obtain, keep, and share a certain amount of certifications, licenses, and stamps. They are mainly needed when dealing with national institutions such as the Social Security Bureau, the Tax Bureau, and banks. Knowing their specific purposes and when they are needed is always tricky. In this article, I’ll be referring to documents needed for a Service/Consulting WFOE (Wholly Foreign Owned Enterprise), though there are a few different types of organizations you can set up depending on what your company’s needs and goals are.

In this two part series, I will present to you the main administrative material and shed some light on what to use the next time an administrative task comes around. Let’s start with the certifications and licenses (note that some of those documents can have slight name or purpose variations depending of your company location).

Business License (营业执照)

This is the most useful document as it proves and justifies the legality of your company. It states your company’s important information such as company’s name in Chinese, incorporation date and registration address.

Note that copies of it need to be stamped with the official seal (stamps will be covered in our next blog post relative to administrative tasks).

Organization Code Certificate (组织机构代码证)

This organization code is a unique code that legally identifies your company. It is required for a lot of various tasks such as adding a new employee to your social security company account or opening a business bank account.

Note that does not apply to Individually Owned Enterprises (个体工商户).

Organization Code Certificate (Transcript) (组织机构代码证(副本))

Many of the certifications and licenses require a transcript. This is the mandatory transcript of the Organization Code Certificate.

Organization Code Certificate Integrated Card (组织机构代码证硬卡)

An integrated card carrying the organization code. It is submitted along with the Organization Code Certificate.

Certificate of Approval (批准证书)

This certificate is delivered only to foreign companies. It is used to prove the legitimacy of enterprises established with foreign investments in China. You will most likely need to provide this along with your Organization Code Certificate.

Shanghai Statistical Registration Certificate (上海市统计登记证)

This certification needs to be submitted in order to file your company taxes on a monthly basis.

Taxes Registration Certification (税务登记证)

This certification proves the registration of the company in both the State Administration of Taxation of the People’s Republic of China (SAT) and Local Tax Bureau.

Financial Registration for Enterprises with Foreign Investment (外商投资企业财政登记证)

This certification proves that the company has been registered with the financial and tax authorities as a company with foreign investment and that it shall, and should, conduct accounting, set-up accounting books in China, and submit fiscal reports.

Financial Registration for Enterprises with Foreign Investment (Transcript)(外商投资企业财政登记证(副本))

Transcript of the above.

Open Account License (开户许可证)

This license certifies that we meet all the requirements to open a bank account. It also provides the information about the bank’s branch and the associated account number. It needs to be submitted when doing major actions on the company’s bank account such as: changing banks, stopping the bank services, etc.

Social Insurance Registration (社会保险登记证)

This registration confirms that the company has been registered with the relevant local Social Security Bureau.

Notice of Approval for Establishment Registration (准予设立登记通知书)

This registration is delivered to the company to prove that the company is legally registered. This is issued after approval of the company registration and is necessary to get the holy grail of certifications: the Business License.

Don’t Get Frazzled

Bureaucracy and administration can always be very overwhelming. This is even more the case in countries where you potentially do not speak, read or write the language. Keeping a good classification of this kind of material helps keep the administrative process smooth. I, for one, use a very simple trick - I put a Post-it with the translation of every document on the first page.

We hope that you’ve learned from our experience. This is by no means a substitute for legal guidance, but it can help get you organized and started with your business administration in China.