6.3 Procedures for Foreign Investment Projectsin Weinan
[In Line with http://www.china.org.cn/living_in_china/abc/2009-06/30/content_18041486.htm ,Chapter II]
6.3.1 Investment Approval Authority
1. Investment competent authorities (Development and Reform Commission at provincial and city level) are responsible for approving the project application report with foreign investment.
2. Commerce ( foreign trade and economic cooperation) competent authorities (Ministry of Commerce at provincial and city levels) are responsible for examining the approved contracts and articles of
association on foreign investment, obtaining the certificate of approval and conduct.
3. The industry and commerce administration departments (provincial and municipal administration for industry and commerce) are responsible for the name checking, registration and business license
gaining of foreign-funded enterprises.
6.3.2 Investment Power to Approve and Examine
1. The encouraged and/or permitted projects with total investment over USD 100 million and limited projects with total investment over USD 50 million shall be subject to approval by the department
authorized by the State Council.
2. The encouraged and/or permitted foreign-funded projects with total investment from USD 10 million to 100 million and limited projects shall be subject to approval by provincial competent authority.
3. The encouraged and/or permitted foreign-funded projects with total investment less than USD 10 million shall be subject to approval by municipal competent authority.
6.3.3 Procedures for the Establishment of Foreign-Funded Enterprises
6.3.4 Procedure for Application of a Resident Representative Office by Foreign (region) Enterprises in Shaanxi
For any foreign enterprise which applies for establishing a representative office, Shaanxi Provincial Administration for Industry and Commerce shall handle registration procedures, meanwhile, it shall be filled in Shaanxi Provincial Department of Commerce.
Documents to Be Prepared:
1) Application form signed by president or general manager (including corporation profile, purpose to set up resident representative office, personnel, business name, scope, term of residence, office
2) Fill-in Application Form for Establishment of Resident Representative Office of Foreign Enterprises and Application Form for Personnel of Resident Representative Office of Foreign Enterprises;
3) Duplicate of lawful business certificate issued by concerned local authority;
4) Letter of attorney of chief representative signed by president or general manager, resume and ID card of chief representative;
5) Agreement on leasing or purchasing foreign-related office place.
Registration in other Related Departments:
If the application from of foreign enterprises was approved and the registration procedures were finished, resident representative office of foreign enterprise shall provide approved certificate, license and representative certificate to such departments as public security , taxation , customs, bank , exchange control and foreign enterprise service for conducting relevant procedures.
6.3.5 Six Steps for an Enterprise Registration of a Trade Mark
Trademark registration was divided into 6 steps, with simple documents and fee of about RMB 1,000 Yuan.
Registration form selection
One is to apply for registration in local trade mark office of administration for industry and commerce directly; the other is to entrust an experienced trademark agency.
Before registration, you'd better choose an authoritative inquiry company that could reduce risks and increase assurance on trademark registration, due to the possibility of same or alike trademark from other registrants.
Preparation of Material
10 pieces of the trademark patterns (10 colour trademark patterns with appointed colour, and 1 pattern of black and white manuscript), the length and width of which shall be no more than 10cm, and no less than 5cm. If the trademark pattern has an unclear direction, please mark the upside and downside with arrows. If the applicant is individual, please show ID card and submit duplicate; if the applicant is enterprise, please show duplicate of business license and submit duplicate. Moreover, both shall submit filled application form on trademark registration with enterprise's official seal or individual's signature.
Evidence for Applicant's Identity
Trademark registration applicant shall be enterprises and institutions, public organization, privately-owned small business, individual partnership, foreigner and foreign companies who signed agreement with China, or participate in international treaty together with China or established with principle of reciprocity.
Application in Conformity with the Commodity and Service Classification
At present, there are 42 varieties of commodity and service projects, including 34 commodity projects and 8 service projects. When applying for registration, applicant shall confirm the commodity and service category of trademark according to classification table; if the applicant shall use the same trademark for commodity with different categories, he/she should put forward application of registration according to different categories.
Application for Confirmation of the Date
Application date is very important. China's trademark registration adopts prior application principle. Once you disputed with other enterprises on trademark right, enterprise with prior application shall be protected by law. So, application date confirmation is important, its date shall be subject to the date when trademark bureau received application form.
The following procedures are trademark examination, preliminary examination announcement and registration announcement. It is emphasized that a trademark which has been given preliminary examination and approval and no opposition is filled after three months of public announcement, registration shall be granted, and the trademark shall be protected by law. The period of validity of a registered trademark shall be ten years, counted from the day the registration is approved. When the period of validity of registered trademark expires and needs to continue to use, an application for renewal of registration shall be made.
How to Obtain a Trademark Registration Certificate
After registered, a trademark registration certificate shall be issued to registrant by trademark bureau.
If the application was made by agency, the agency shall send Trademark Registration Certificate to registrant. If the application was made by registrant directly, registrant, within 3 months after receiving the notice on getting trademark registration certificate, shall go to trademark bureau to get trademark registration certificate with letter of introduction, ID Card and duplicate, original of duplicate of business license and copy with official seal of local industrial and commercial department. If registrant changed, alternation evidence issued by local industrial and commercial department is required.
Note: The period of getting a new trademark from application to issuance shall be 1 year to 1 year and a half, of which, application examined and preliminary examination shall be 1 month, substantive examination shall be 4-5 months, objection period shall be 3 months and approval announcement to issuance shall be 3 months.
6.3.6 Forms of Investment by Foreign Investors in Shaanxi
If invested into Shaanxi, foreign investors could adopt the following forms:
1. Wholly foreign-owned enterprise;
2. Joint venture established together with domestic enterprises;
3. Contractual co-operative business through signing contract with domestic enterprises;
4. BOT and TOT;
5. Equity participation within the boundaries and purchasing partial stock rights and production and management right;
6. Conducting compensation trade, processing with supplied materials and assembling;
7. Leasing and contracting domestic enterprises;
8. Purchase and merger domestic small and medium-size enterprise;
9. Holding company, investment company, stock company and multinational company conducted by Shaanxi;
10. Loan to domestic projects or enterprises;
11. Other investment forms permitted by Chinese law.
6.3.7 Charge Item and Standard on Handling Registration
(1) Production cost of approval certificate
At examination and approval of contract and constitution stage, examining and approving organization shall charge foreign-funded enterprise RMB 20 Yuan for production cost of approval certificate on each item.
(2) Name registration fee
When foreign-funded enterprise registers company's name, industrial and commercial organization shall charge RMB 100 Yuan as registration fee.
(3) Registration fee
For the registered capital of under RMB 10 million Yuan, industrial and commercial organization shall charge 1‰ of registered capital. For the registered capital of over RMB 10 million Yuan, the extra portion is charged at 0.5‰. The portion exceeding RMB 100 million Yuan is not charged. The lowest registration fee is RMB 50 Yuan and production cost of each duplicate of business license is RMB 10 Yuan.
1) Project application report;
2) Each investor's business license, latest audited enterprise financial statement and a bank certificate of its credit worthiness;
3) Investment intention, resolution of board of directors on capital increase, merge and acquisition;
4) Those who will finance with bank loans should issue bank financing intention;
5) Environmental impact assessment proposal issued by environmental protection administrative department;
6) Planned site selection proposal issued by the planning departments;
7) Position paper on prequalification of projected land use issued by the land and resources administrations;
8) Confirmation documents should be provided if the investment is provided in the form of state-owned assets or land use rights.
6.3.8 Documents Submitted in Applying for Contract and Constitution Examination and Approval
1) Contract documents (imported materials list, contribution list in kind, export agreement of product and other appendix) and constitution signed by authorized representatives of each party;
2) Available business license or other certificate of legal person of each party;
3) Certificate of credit worthiness of foreign investor;
4) Project report (including capital, land, water, electricity and environmental assessment certificate) and documents approved by development and reform department;
5) Proposed name list of members of board of directors assigned by each party, attached:a. letter of attorney of members of the Chinese side (including member resume and examination opinions of
competent authority);b. letter of attorney of foreign members.
Documents on Registration to Be Submitted
1) Approval document and certificate (origin of duplicate) of approving and examining authority;
2) Project application report and authorized document, contract, articles of association and approval documents;
3) Available business license or other certificate of legal person of each party;
4) Certificate of credit worthiness of investor;
5) Name list of members board of directors, appointment documents and ID Card of director, general manager and vice general manager;
6) Certification of corporation legal address;
7) Application form for enterprise registration signed by president and deputy president.
Documents to Be Submitted for Investment
6.3.10 Sino-Foreign Joint Ventures andCo-operative Business
Crane, Straw Patch Work, Farmer Art, Pucheng County
Application for Approval:
1. Instruction of higher department of Chinese party for applying for approval;
2. Project proposal of investor;
3. Letter of intent signed by each investing party;
4. Opinions from industry competent department on establishing project (partial industries);
5. Qualification of a legal person (duplicate of business license) of each party.
Submission of Feasibility Study Report:
1. Instruction of higher department of Chinese party for approving feasibility study report;
2. Project proposal and replying documents;
3. Feasibility study report signed by each party;
4. Qualification of a legal person and certificate of credit worthiness of each party;
5. State-owned enterprise of China shall provide asset appraisal report issued by state-owned assets management department;
6. Opinions from departments such as environmental protection, fire control, labour security and sanitary facility;
7. Preliminary examination or appraisal reports of project of related competent departments (partial industries).
Contract, Articles of Association and Application for an Approval Certificate:
1. The examination and approval of higher authority of Chinese side on contract and Articles of Association of investment enterprise;
2. Project proposal and replying document;
3. Feasibility study report and replying document;
4. Contract, articles of association and related accessories signed by China and foreign party;
5. Certificate of legal person and credit worthiness of each investor;
6. Imported device list;
7. Name List of board of directors and appointment of members and the identity certificate of above said personals
8. Corporation name approval notice issued by department of industry and commerce;
9. State-owned enterprise of China shall provide asset appraisal report issued by state-owned assets management department;
10. Other required documents.
6.3.11 Foreign-Funded Enterprises (Wholly Foreign-Owned Enterprises - WFOEs)
Application for Approval:
1. Feasibility study report;
2. Certificate of legal person of foreign investor (overseas individual investor shall provide ID certification);
3. Certificate of credit worthiness of foreign investor.
Submission of Articles of Association and an Application for an Approval Certificate:
1. Feasibility study report and written opinions of related departments;
2. Application form for setting up foreign-funded enterprise;
3. Articles of Association of foreign-funded enterprises;
4. Certificate of legal person of foreign investor and certificate of credit worthiness;
5. Balance sheet for the past three years;
6. Imported device list;
7. Name List of board of directors and appointment of members, and the identity certification of above said personals;
8. Name approval notice of foreign-funded enterprise issued by department of industry and commerce;
9. Other required documents.
6.3.12 After release of the business licence, following post-registration formalities have to be done to complete the entire registration procedure:
1. Record of the company establishment has to be requested
2. Official sealwith the Division of Entry & Exit Administration of the local Public Security Bureau has to be bought;
3. The company'scode number certificate has to be obtained from the Technical Supervision Bureau;
4. Registration with the national and local tax authorities (certificates from both to be requested);
(In agreement with the tax authorities, tax reports should be submitted to the Tax Administration Department on a monthly, quarterly and annual basis)
5. Registration with the Administration of Foreign Exchange to create a foreign currency account;
6. Opening of a local bank account;
7. Registration with the Bureau of Statistics (certificate to be requested);
8. Registration with the local Finance Bureau (certificate to be requested);
9. An import-export license has to be requested from the Customs Office.
Based on www.tradecommissioner.gc.ca/eng
6.3.13 Industry and Commerce Registration of Foreign-fundedEnterprise:
Crane, Straw Patch Work, Farmer Art, Pucheng County
1. Application form of foreign-funded enterprise;
2. Application form on registration signed by the president of foreign-funded enterprise;
3. Feasibility study report;
4. Application form on establishing foreign-funded enterprise;
5. Contract, articles of association, approved documents and approval certification of foreign-funded enterprise;
6. Certification of legal person and credit worthiness of each investor;
7. Name List of board of directors and appointment of members, GM and VGM and the identity certification of above said personals;
8. Place leasing document;
9. Other required document.
6.3.14 Form of Contribution:
Establishing foreign-funded enterprise, except for cash investment, investor also could contribute by means of workshop, equipment, other materials, land-use rights, industrial property and proprietary technology. The price shall be negotiated referring to international market price according to fair and reasonable principle, or be evaluated by specialized institution agreed by all cooperative parties.
6.3.15 Ratio between investments:
The Amount of investment of foreign investor in Sino-foreign joint venture (co-operative business) shall not be less than 25% of registered capital.