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注册外资代表处为了管理需要双语材料

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注册外资代表处为了管理需要双语材料

2010-12-17 15:13

金三外资代表处注册服务为您介绍外资代表处的管理办法本文为中英文双语材料.

1.为了对外资公司及其他外国经济组织在中国注册的常驻代表处进行注册管理,保障其正当业务活动,根据[中华人民共和国国务院关于管理外资公司常驻代表处的暂行规定](以下简称[暂行规定]),制定本办法.

2.按照[暂行规定]第四条经批准的外资公司及其他外国经济组织的常驻代表处(以下简称外资公司常驻代表处),依照本办法办理注册.

3.外资公司常驻代表处,应当是从事非直接经营活动的代表处.但是,两国政府已有协议规定的,按其规定办理.

4.外资公司常驻代表处注册机关是中华人民共和国国家工商行政管理局.国家工商行政管理局委托省,自治区,直辖市工商行政管理局办理注册手续.

5.外资公司常驻代表处注册的主要事项有:机构名称,驻在地址,代表人数和姓名,业务范围,驻在期限.

6.外资公司及其他经济组织,申请在中华人民共和国境内注册常驻代表处的报告经批准机关批准后,须在批准之日起三十日内,向所在省,自治区,直辖市工商行政管理局办理注册.

7.外资公司及其他经济组织申请办理常驻代表处注册时,须提交下列证件:

 7.1中华人民共和国批准机关的批准证件;

 7.2[暂行规定]第三条规定的证件和材料.

8.注册机关对外资公司及其他经济组织申请办理常驻代表处注册所提交的证件,经审查符合本办法的,准予办理注册,收取注册费,发给注册证和代表证.外资公司常驻代表处凭批准证件和注册证,代表证到公安,银行,海关,税务等部门办理居留及其他有关事宜.

9.从注册机关核准注册之日起,外资公司常驻代表处即告正式成立.其机构和代表的正当业务活动受中华人民共和国法律保护.

未经批准,注册的,不得开展外资公司常驻代表处的业务活动.

10.外资公司常驻代表处聘请工作人员,必须按照[暂行规定]第十一条规定办理,并须及时报注册机关备案.

11.外资公司常驻代表处注册证的有效期限为一年.逾期需要继续常驻的,必须办理延期注册.

外资公司常驻代表处办理延期注册,必须在期满前三十日内,向注册机关提交年度业务活动情况报告(中文本)及延期申请书;如果批准机关批准的驻在期限届满,还须提交原批准机关的延期批准证件,填写延期注册表.经注册机关核准后,缴回原注册证,领取新注册证.

12.外资公司常驻代表处变更机构名称,代表人数和姓名,业务范围,驻在地址时,应向注册机关提交变更注册申请书和批准机关的批准证件,办理变更注册.更换代表时,须提交派出代表的外资公司或者其他外国经济组织对新任代表的授权书及其简历.

13.外资公司常驻代表处驻在期满或者提前终止业务活动或者派出企业宣告破产时,应向注册机关办理注销注册手续.在办理注销注册时,须提交税务部门,银行,海关出具的税务,债务和其他有关事宜清理完结的证件,准予注销,缴销注册证.如有未了事宜,原申请注册常驻代表处的外资公司及其他外国经济组织,必须继续承担清理责任.

14.中华人民共和国国家工商行政管理局和省,自治区,直辖市工商行政管理局,有权在本办法规定范围内对外资公司常驻代表处的活动进行监督检查.

在执行监督检查职务时,工商行政管理局工作人员须出示专用工作证.外资公司常驻代表处必须据实报告,并提供有关资料和情况,不得拒绝或者隐瞒.

15.外资公司常驻代表处违反本办法有下列情形之一的,国家工商行政管理局根据情节轻重分别给予下列处罚:

   15.1外资公司常驻代表处违反本办法第三条规定直接从事经营活动的,责令其停止经营活动,并处以人民币两万元以下罚款.

   15.2应该办理变更而不办理擅自改变原注册事项的,或者应该办理注销注册而不办理的,经查实后给予通告,情节严重的,处以人民币五千元以下罚款,直至吊销注册证.

外资公司常驻代表处从事投机诈骗等违法活动的,注册机关应依法没收其非法所得的全部财物并处以罚款,直至吊销注册证.触犯中华人民共和国刑法的,送司法机关依法处理.

16.外资公司及其他经济组织未经批准,注册,擅自从事常驻代表处业务活动的,责令其停止业务活动,并处以人民币一万元以下罚款.

17.外资公司及其他外国经济组织申请在中华人民共和国境内派驻常驻代表的,亦按照本办法办理注册.

18.华侨,港澳同胞经营的公司,企业申请在国内注册常驻代表处的,参照本办法办理注册,领取华侨,港澳企业常驻代表处注册证.

19.在国外的中外合资企业,经批准在国内注册代表处的,也参照本办法办理注册.

20.本办法自一九八三年三月十五日施行.

 

MEASURES FOR ADMINISTRATION OF REGISTRATION OF RESIDENT OFFICES OFFOREIGN ENTERPRISES

Important Notice: (注意事项)

英文本源自中华人民共和国务院法制局编译, 中国法制出版社出版的[中华人民共和国涉外法规汇编](1991年7月版).

当发生歧意时, 应以法律法规颁布单位发布的中文原文为准.

This English document is coming from the "LAWS AND REGULATIONS OF THE PEOPLE''S REPUBLIC OF CHINA GOVERNING FOREIGN-RELATED MATTERS" (1991.7)

which is compiled by the Brueau of Legislative Affairs of the State Council of the People''s Republic of China, and is published by the China Legal System Publishing House.

In case of discrepancy, the original version in Chinese shall prevail.

Whole Document (法规全文)

MEASURES FOR ADMINISTRATION OF REGISTRATION OF RESIDENT OFFICES OF FOREIGN ENTERPRISES

(Approved by the State Council on March 5, 1983, promulgated by the State Administration for Industry and Commerce on March 15, 1983)

Article 1

In accordance with the Interim Provisions of the State Council of the People''s Republic of China Concerning the Control of Resident Offices of Foreign Enterprises in China (hereinafter referred to as "the Interim Provisions"), these Measures are formulated to carry out the registration administration of resident offices in China of foreign enterprises and other economic organizations and to enable them to conduct their legitimate business activities.

Article 2

Resident offices of foreign enterprises in China and other economic organizations (hereinafter referred to as "resident offices of foreign enterprises"), which have been approved in accordance with Article 4 of the Interim Provisions, shall go through the registration procedures prescribed in these Measures.

Article 3

Resident offices of foreign enterprises shall be understood as those engaging in non-direct-profit-making operations. But, for those provided for in the agreements between the Chinese government and the governments of their countries of origin, they shall be dealt with accordingly.

Article 4

The State Administration for Industry and Commerce of the People''s Republic of China is the organ for the registration of resident offices of foreign enterprises. It shall empower the administrative departments for industry and commerce in the provinces, autonomous regions and the municipalities directly under the Central Government to handle the registration procedures.

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 representatives and their names, business scope and period of residence.

Article 6

Foreign enterprises and other economic organizations shall go through the prescribed registration procedures at the administrative departments for industry and commerce in the provinces, autonomous regions and the municipalities directly under the Central Government where the said offices are to be located within 30 days from the date when their applications for setting up resident offices within the territory of the People''s Republic of China are approved by the approving authorities.

Article 7

A foreign enterprise or an economic organization shall submit the following documents in applying for the registration of a resident office:

1. the approval document issued by the approving authorities of the People''s Republic of China;

2. the documents and data as listed in Article 3 of the Interim Provisions.

Article 8

If the documents submitted by a foreign enterprise or an economic organization for registration are established as conforming to these Measures through examination, the registration office shall grant permission to register and issue a certificate of registration and certificates for the representatives after the registration fee is paid. The resident office of a foreign enterprise shall, on the strength of the document of approval, certificate of registration and certificates for the representatives, register with the public security organ, banks and the Customs and tax authorities and other departments for residence permits and other related matters.

Article 9

The resident office of a foreign enterprise is deemed as formally established from the date of its registration and the legitimate activities of the said office and its representatives shall therefrom be protected by the laws of the People''s Republic of China. A resident office that has not been approved and registered shall not proceed with its business activities.

Article 10

In engaging the service of Chinese personnel, the resident office of a foreign enterprise must follow the provisions prescribed in Article 11 of the Interim Provisions and promptly report this to the registration authorities for the record.

Article 11

The registration certificate for the resident 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.

To renew its registration, the resident office of a foreign enterprise must, within 30 days before the date of the expiry of its certificate of registration, submit to the registration authorities an annual report of its business operations (in Chinese) and an application for renewal. In case where the term of residence approved for a resident office expires, the document of approval for renewal issued by the same authorities must also be submitted at the time of renewing the registration and a form for renewal shall be filled out. After examination by the registration office, the original certificate shall be turned in and a new certificate of registration shall be issued.

Article 12

When the resident office of a foreign enterprise wishes to make alterations with regard to the name of the office, the number of representatives and their names, the scope of business and the address of the resident office, an application for alterations shall be filed with the registration office together with the document of approval issued by the approving authorities before going through the prescribed procedure for alterations. Where there is a change of representatives, a power of attorney issued by the foreign enterprise or economic organization shall be submitted together with the resumes of the new representatives.

Article 13

If the resident office of a foreign enterprise desires to terminate its business operations upon or before the expiration of the term of residence, or the enterprise represented by the office declares bankruptcy, it shall go through the deregistration procedure at the registration office. In going through the deregistration procedure, documents issued by the tax authorities, banks and Customs to certify the clearing up of taxes, liabilities and other related matters shall be produced before approval is granted for the deregistration and the cancellation of the certificate of registration. Should the said office leave any matter unsettled, the foreign enterprise or economic organization the office represents shall be held responsible for the settlement of that matter.

Article 14

The State Administration for Industry and Commerce of the People''s Republic of China and the administrative departments for industry and commerce in the provinces, autonomous regions and the municipalities directly under the Central Government are entitled to supervise and check on the business activities of the resident offices of foreign enterprises in accordance with the stipulations in these Measures. In carrying out the check-up and supervision, the staff members of the said departments shall present identification cards specially issued for that purpose. The resident offices must report honestly and provide such information and data as required. Refusal to report or holding back information shall not be allowed.

Article 15

Any of the following violations of the provisions in these Measures shall be punished by the State Administration for Industry and Commerce according to the seriousness of the case:

1. The resident office of a foreign enterprise proven to have engaged in direct profit-making operations in violation of the provisions of Article 3 of these Measures shall be ordered to stop its business operations and be punished concurrently with a fine of 20,000 yuan (RMB) or less.

2. The resident office of a foreign enterprise proven to have altered any item registered without going through the required procedure or failed to deregister when it ought to shall be given a notice of warning which is to be circulated. 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. When the resident office of a foreign enterprise is found to have engaged in speculation, frauds and other unlawful activities, all the proceeds and properties thus obtained shall be confiscated in addition to a fine or even the revocation of the registration certificate on the merit of the case. Cases that violate the Criminal Law of the People''s Republic of China shall be dealt with by the judicial organs according to law.

Article 16

A foreign enterprise or other economic organizations engaging, without authorization, in business operations only allowed for resident offices shall be ordered to stop such activities and a fine of 10,000 yuan (RMB) or less shall be imposed in addition.

Article 17

These Measures also apply to foreign enterprises and other economic organizations applying for accrediting their resident representatives within the boundaries of the People''s Republic of China.

Article 18

Companies and other enterprises run by overseas Chinese or by compatriots from Hong Kong and Macao, when applying for the establishment of resident offices, shall go through registration procedures with reference to these Measures so as to obtain registration certificates for the resident offices of overseas Chinese enterprises and enterprises in Hong Kong and Macao.

Article 19

Chinese-foreign equity joint ventures operating outside China which have been approved to establish resident offices in China shall also go through registration procedures with reference to these Measures.

Article 20

These Measures shall go into effect as of March 15, 1983