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Registering a joint venture (JV) in China: documents, where to go, where to register

The information below is written for the general case of self-registration by a foreigner of a joint venture in China, in certain provinces of China (depending on the presence or absence of Special Economic Zones (SEZs), open trade ports and other preferential treatment for foreigners, there may be slight changes).

 

In most cases, foreigners in China create two main types of companies:

1.Joint ventures (JV)

2. Companies with 100% foreign capital Wholly Foreign Owned Enterprise (WFOE), which are 有限公司 - Chinese LLCs (limited liability company), but where 100% of all capital is owned by a foreigner (foreigners) - this is written in more detail in our other article .

 

Let us consider in more detail the registration of a joint venture in China.

The process of establishment and operation of joint ventures is regulated by the Laws of the People's Republic of China "On companies", "On the regulation of company registration", "On joint ventures of Chinese and foreign capital", "On contractual joint ventures of Chinese and foreign capital".

 

The organizational and legal form of joint ventures is most often a limited liability company. The main regulatory document that establishes the rules for foreign direct investment in the economy of the PRC is the "Guidebook of Industries for Investment of Foreign Capital" issued by the Ministry of Commerce of the PRC.

 

At the moment, there are no legal requirements for the minimum authorized capital of companies in the PRC, but there are industries where the minimum amount of authorized capital for enterprises with foreign investment is established by law, so it is necessary to determine the place of registration, field of activity and, before registration, find out the position of local registering organs.

 

The creation of joint ventures in China is carried out in 2 stages of the main stages:

 

1. Registration of a joint venture, upon completion, a certificate of the right to conduct business activities is obtained - a certificate of state registration of a legal entity.

2. Registration of the newly created company with various state bodies - the police, the quality control department, the tax authorities, the statistics department, the bodies of the Ministry of Labor and Social Protection, customs, as well as the production of seals and the opening of bank accounts.

 

 Pursuant to Article 7 of the Law of the People's Republic of China on Joint Venture of Chinese Foreign Capital, when applying for a joint venture, a Chinese and a foreign investor must jointly submit the following documents:

 

1. statement of creation;

2. feasibility study prepared jointly by all participants;3

3. charter, memorandum of association and agreement, certified by the signatures of authorized representatives of all participants;

4. list of appointed chairman of the board of directors, deputy chairmen of the board of directors, members of the board of directors;

5. other documents, as decided by the approving authority.

 

All of the above documents must be prepared in Chinese, and the documents in paragraphs 2,3,4 may also be prepared in a foreign language.

 

The registration authority for registering a joint venture is the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China. After registration, each party must provide the following documents:

 

DOCUMENTS PROVIDED BY THE CHINESE SIDE:

1. A copy of the certificate for the right of entrepreneurial activity.

2. Accounting report for the last year, audited:

3. Copies of documents proving the identity of the legal representative of the company;

4. Order on the appointment of members of the Board of Directors.

 

DOCUMENTS PROVIDED BY A FOREIGN SIDE:

1. A copy of the company's business license (registration certificate)

2. Charter of the company

3.Certificate of tax registration at the place of legal address

4.Establishment agreement

5. Protocol and order on the appointment of the head

6. Certificate of presence of branches and separate subdivisions (if any)

7. Certificate from the bank confirming the financial activities of the company

8. Copy of the manager's ID

9. A copy of the identity card of the representative and a power of attorney for him

10. Order on the appointment of members of the Board of Directors

11. Accounting report for the last year

 

Company documents must be translated into Chinese and legalized at the Chinese consulate in the Russian Federation.

 

Documents that are signed and executed by both parties:

1. Application for checking the name of the newly created enterprise for repeatability;

2. Orders for the appointment of a legal representative, the Chairman of the Board of Directors, auditors of the Board of Directors;

3. A list of members of the Board of Directors, a list of senior employees and orders for their appointment, as well as copies of their identity cards;

4. Address of registration and evidence of the use of production areas;

5. List of imported equipment;

6. Opinions on the preliminary approval of the project by planning, land use, ecology, etc. (these documents are issued after preliminary familiarization with the project);

7. Report on the verification of investments (issued after the receipt of investments in the authorized capital to the account of the joint venture);

8. Application for the establishment of an enterprise (filled in according to the form of the Department of Commerce and Industry Administration);

9. Power of attorney for the person involved in the execution of documents for the registration of a joint venture
TPL_IN
Created: 05 June 2022

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