Guide to Registering a Foreign-Invested Company

Required Submissions

43

7

Change to

name of

shareholder

3.Certificate of

change to name of

shareholder

1. If a domestic natural-person

shareholder changes his/her name,

and his/her ID card number is the

same as that before changing his/her

name, no certificate from the public

security department is needed, but

only a photocopy of the new ID card

is required;

2. The name change certificate of a

foreign investor shall be notarized

by a notary organ of the investor’s

country and legalized by the Chinese

embassy (consulate) in that country.

If that country has no diplomatic

relations with China, the passport

should be legalized by the embassy

(consulate) of a third country in

that country, which has diplomatic

relations with China, and then

legalized by the Chinese embassy

(consulate) in that third country.

Documents issued in the overseas

territories of certain countries should

first be notarized in such territories,

then legalized by such countries’

diplomatic organs, and finally

legalized by the Chinese embassies

(consulates) in such countries,

unless otherwise provided by the

international treaties concluded or

acceded to by China and relevant

countries for certification;

Beijing Municipal

Administration for Market

Regulation

44

7

Change to

name of

shareholder

3.Certificate of

change to name of

shareholder

3.The name change certificate of an

investor from Hong Kong SAR,

Macao SAR, or Taiwan, China

shall be accompanied by a notarial

document from a local notarial

agency of Hong Kong SAR, Macao

SAR, or Taiwan, China according to

specific provisions or agreements.

No notarization is required for a

Residence Permit for Hong Kong

and Macao Residents or Mainland

Travel Permit submitted. The

identity document of a naturalperson investor from Taiwan,

China can be a Residence Permit

for Taiwan Residents issued by a

Chinese mainland public security

department or a Mainland Travel

Permit for Taiwan Residents issued

by a Chinese mainland exit-entry

administration, and no notarization

is required for such a permit.

4.Original and

duplicate business

licenses

Both the original and duplicate

business licenses shall be submitted.

3. Filing

Items that can be filed include the articles of association,

business term, capital contributions subscribed for by

shareholders, directors, supervisors, and senior executives,

registration liaison officer, and foreign-invested company’s

addressee of legal documents.

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

45

Please refer to the following flow chart to understand

the process of the filing of a foreign-invested company more

intuitively:

Yes

Yes

No

No

Application for change of registration (filing) of

foreign-invested company

Are negative list items involved?

Is a license required?

Choose online application or

on-site submission

Complete change of

registration (filing)

Registration

is denied

Obtain the approval of

related authorities

Collect business license or notice.

Ways:

1. Mailing

2. On-site collection

National

Enterprise

Credit

Information

Publicity

System

Housing

provident

fund

department

Public

security

department

Tax

authority

Social

security

department

Bank

Beijing Municipal

Administration for Market

Regulation

46

You can refer to the following table to understand the

registration materials required for the filing of a foreign-invested

company:

Table 3. List of Submissions and Notes for Filing of Foreign-invested Company

S/N Filing item Submissions Notes

1

Filing of

articles of

association

1.Company Registration (Filing) Application Form

1.The Company Registration

(Filing) Application Form shall

be personally signed by the legal

representative and affixed with the

officialseal ofthe company; and

2.The content shall have no

manifest textual errors and

s h a l l b e c o n s i s t e n t w i t h

supporting documents and other

submissions.

2.Letter of commitment, for those applying according to

the notification-commitment system implemented in this municipality for market

entities

The letter of commitment shall

be personally signed by the legal

representative and the applicant.

3.Amended articles

of association or

amendment to articles

of association

1.The articles of association shall

state, “In case of inconsistency

between these Articles of

Association and laws, regulations,

and rules, the latter shall prevail”;

2.Registration items recorded in

the articles of association shall

be consistent with the content

of the application form or other

submissions; and

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

47

1

Filing of

articles of

association

3.Amended articles

of association or

amendment to articles

of association

3.This document shall be personally

signed by the legal representative.

4.Resolution or decision

to amend the articles

of association

For a limited liability company,

the resolution of the shareholders’

meeting signed by shareholders

representing over two-thirds of the

voting rights shall be submitted.

For a one-person limited liability company, the written decision

signed by the shareholder shall be

submitted.

2

Filing of

business

term

1.Company Registration (Filing) Application Form

1. The Company Registration

(Filing) Application Form shall

be personally signed by the legal

representative and affixed with

the official seal of the company;

and

2. The content shall have no

manifest textual errors and

s h a l l b e c o n s i s t e n t w i t h

supporting documents and other

submissions.

2.Letter of commitment, for those applying according to

the notification-commitment system implemented in this municipality for market

entities

The letter of commitment shall

be personally signed by the legal

representative and the applicant.

Beijing Municipal

Administration for Market

Regulation

48

2

Filing of

business

term

3.Amended articles

of association or

amendment to articles

of association

1. The articles of association shall

state, “In case of inconsistency

between these Articles of

Association and laws, regulations,

and rules, the latter shall prevail”;

2. Registration items recorded in

the articles of association shall

be consistent with the content

of the application form or other

submissions; and

3. This document shall be personally

signed by the legal representative.

4.Resolution of

shareholders’meeting

or decision of

shareholder

For a limited liability company,

the resolution of the shareholders’

meeting signed by shareholders

representing over two-thirds of the

voting rights shall be submitted.

For a one-person limited liability company, the written decision

signed by the shareholder shall be

submitted.

3

Filing of

capital

contributions

subscribed

for

1.Company

Registration (Filing)

Application Form

1. The Company Registration

(Filing) Application Form shall

be personally signed by the legal

representative and affixed with the

officialseal ofthe company; and

2. The content shall have no

manifest textual errors and shall

be consistent with supporting

documents and other submissions.

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

49

3

Filing of

capital

contributions

subscribed

for

2.Letter of commitment,

for those applying

according to

the notificationcommitment system

implemented in this

municipality for

market entities

The letter of commitment shall

be personally signed by the legal

representative and the applicant.

3.Amended articles

of association or

amendment to articles

of association

1. The articles of association shall

state, “In case of inconsistency

between these Articles of

Association and laws, regulations,

and rules, the latter shall prevail”;

2. Registration items recorded in

the articles of association shall

be consistent with the content

of the application form or other

submissions; and

3. This document shall be personally

signed by the legal representative.

4.Resolution of

shareholders’meeting

or decision of

shareholder

For a limited liability company,

the resolution of the shareholders’

meeting signed by shareholders

representing over two-thirds of the

voting rights shall be submitted.

For a one-person limited liability company, the written decision

signed by the shareholder shall be

submitted.

Beijing Municipal

Administration for Market

Regulation

50

3

Filing of

capital

contributions

subscribed

for

5.Equity transfer

agreement or

equity transaction

certificate signed

by the shareholder

transferring part of

its equity and the

shareholder accepting

the transfer

This document shall be submitted if capital contributions subscribed for change because of the

transfer of partial equity between

shareholders.

4

Filing of

directors,

supervisors,

managers,

and other

senior

executives

1.Company

Registration (Filing)

Application Form

1. The Company Registration

(Filing) Application Form shall

be personally signed by the legal

representative and affixed with the

officialseal ofthe company; and

2. The content shall have no

manifest textual errors and shall

be consistent with supporting

documents and other submissions

2.Letter of commitment,

for those applying

according to

the notificationcommitment system

implemented in this

municipality for

market entities

The letter of commitment shall

be personally signed by the legal

representative and the applicant.

3.Resolution or decision

on the appointment or

dismissal of related

directors, supervisors,

and senior executives

A limited liability company

shall submit the decision of the

shareholder or the resolution of the

shareholders’meeting.

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

51

5

Change to

registration

liaison

officer

1.Company

Registration (Filing)

Application Form

1. The Company Registration

(Filing) Application Form shall

be personally signed by the legal

representative and affixed with the

officialseal ofthe company; and

2. The content shall have no

manifest textual errors and shall

be consistent with supporting

documents and other submissions.

2.Letter of commitment,

for those applying

according to

the notificationcommitment system

implemented in this

municipality for

market entities

The letter of commitment shall

be personally signed by the legal

representative and the applicant.

3.Completed Liaison

Officer Information

Form and photocopy

of liaison officer’s

identity document

If paper materials are used for

application, the photocopy of the

identity document can be directly

pasted in the application form.

6

Change

to foreign

investor's

addressee

of legal

documents

1.Company

Registration (Filing)

Application Form

1. The Company Registration

(Filing) Application Form shall

be personally signed by the legal

representative and affixed with the

officialseal ofthe company; and

2. The content shall have no

manifest textual errors and shall

be consistent with supporting

documents and other submissions.

Beijing Municipal

Administration for Market

Regulation

52

6

Change

to foreign

investor's

addressee

of legal

documents

2.Letter of

commitment, for those

applying according

to the notificationcommitment system

implemented in this

municipality for

market entities

The letter of commitment shall

be personally signed by the legal

representative and the applicant.

3.Completed Power

of Attorney for the

Service of Legal

Documents of

Foreign-Invested

Company

If the trustee is a natural person, the Power of Attorney for the

Service of Legal Documents of

Foreign-Invested Company and a

photocopy of the trustee’s identity

document shall be submitted. If the

trustee is not a natural person, the

Power of Attorney for the Service

of Legal Documents of Foreign-Invested Company, a photocopy of

the trustee’s subject qualification

document, and a photocopy of the

identity document of the authorized

contact shall be submitted.

7

Filing of

closure of

business

1.Application Form for

Filing of Closure of

Business of Market

Entity

The application form shall be

personally signed by the company’s

legal representative and affixed

with the official seal.

2.Letter of Commitment

for Filing of Closure

of Business

The letter of commitment shall

be signed by all shareholders.

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

53

4. Increase, reduction, reissuance, or renewal of

license/certificate

Please refer to the following flow chart to understand the

process of license/certificate increase, reduction, reissuance, or

renewal for a foreign-invested company more intuitively:

Beijing Municipal

Administration for Market

Regulation

54

Choose online application or

on-site submission

Application for increase, reduction,

reissuance, or renewal of license/certificate

of foreign-invested company

Submissions:

1. Application Form for Increase, Reduction,

Reissuance, or Renewal of License/Certificate

2. Original and duplicate business licenses (except

when lost)

3. A newspaper sample containing related announce

ment (submitted when reporting loss), not required

if the invalidation of the business license has been

declared in the National Enterprise Credit

Information Publicity System

Complete registration

Collect business license or notice.

Ways:

1.Mailing

2.On-site collection

National

Enterprise

Credit

Information

Publicity

System

Housing

provident

fund

department

Public

security

department

Tax

authority

Social

security

department

Bank

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

55

You can refer to the following table to understand the

submissions required for license/certificate increase, reduction,

reissuance, or renewal for a foreign-invested company:

Table 4. List of Submissions and Notes for License/Certificate Increase, Reduction,

Reissuance, or Renewal for Foreign-invested Company

S/N Submissions Notes

1

Application Form for Increase,

Reduction, Reissuance, or

Renewal of License/Certificate

1. The form shall be personally signed by

the company’s legal representative and

affixed with the official seal; and

2. The completed content shall have no

manifest textual errors and shall be

consistent with supporting documents

and other submissions.

2

Letter of commitment, for

those applying according to

the notification-commitment

system implemented in this

municipality for market

entities

The letter of commitment shall be personally signed by the legal representative

and the applicant.

3 Original and duplicate

business licenses

Both the original and duplicate business licenses shall be submitted (except

when lost).

4

Newspaper sample containing

related announcement (submitted when reporting loss)

The content of the announcement shall

be accurate and consistent with other submissions. The newspaper sample is not

required if the invalidation of the business

license has been declared in the National

Enterprise Credit Information Publicity

System.

Beijing Municipal

Administration for Market

Regulation

56

5. Deregistration

Company deregistration is divided into ordinary deregistration

and simplified deregistration. If no debts have been incurred

or all debts have been paid off during the company’s period of

existence, with the commitment of all shareholders, simplified

deregistration may be applied for. Please refer to (2) Simplified

deregistration for specific requirements.

(1) Ordinary deregistration

Please refer to the following flow chart to understand the

process of applying for ordinary deregistration of a foreigninvested company more intuitively: Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

57

Choose online application or

on-site submission

Application for ordinary deregistration of

foreign-invested company

Yes

No

Obtain a

license

Complete deregistration

Announcement period

reaches 45 natural days

Is a license required?

Issue an announcement of creditors

Publicize liquidation

team information

Within 60 days

Push information to

Within 10 days

National

Enterprise

Credit

Information

Publicity

System

Housing

provident

fund

department

Public

security

department

Tax

authority

Social

security

department

Bank

Establish a

liquidation team

Collect deregistration notice

Ways:

1. Mailing

2. On-site collection

Beijing Municipal

Administration for Market

Regulation

58

You can refer to the following table to understand the

registration materials required for the ordinary deregistration of a

foreign-invested company:

Table 5. List of Submissions and Notes for Ordinary Deregistration

of Foreign-invested Company

S/N Submissions Notes

1

Application Form

for Deregistration of

Enterprise

1. The application form shall be signed by the

leader of the liquidation team and affixed with

the official seal; and

2. The application form shall be complete, without

manifest textual errors in the completed content

and signature.

2

Letter of

commitment, for

those applying

according to

the notificationcommitment system

implemented in

Beijing for market

entities

This document shall be signed by the legal representative and the applicant.

3

Resolution or

decision to dissolve

the company

1. The resolution or decision procedures, voting

rights, etc. shall comply with the rules of

procedure and voting proportion stipulated in the

Company Law and the articles of association;

2. The resolution or decision shall be signed

by members of the highest authority of the

company;

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

59

3

Resolution or

decision to dissolve

the company

3. The resolution or decision shall contain what

applied for by the company, acknowledge

the liquidation report, and show consent to

deregistration;

4. The highest authority is subject to the articles of

association and shall be the shareholder or the

shareholders’meeting from January 1, 2025.

4 Liquidation report

The liquidation report shall contain basic information consistent with the registered information,

such as the company name, and record the settlement of related creditor’s rights and debts, taxes,

employee wages, etc.

5 Tax clearance

certificate

No paper tax clearance certificate is required if

the settlement of the tax clearance procedures has

been verified by the registration authority online.

6

Newspaper

containing creditor

announcement

1. Information on the liquidation team shall be

publicized on the Beijing Enterprise Service

e-Window Platform at https://ect.scjgj.beijing.

gov.cn and then the creditor announcement shall

be published;

2. The newspaper sample shall be submitted if

the creditor announcement is published in the

newspaper; and

3. The company shall apply for deregistration 45

days after the announcement.

7 Original and duplicate

business licenses

1. Both the original and duplicate shall be

submitted; and

2. If the paper business license is lost and thus

cannot be returned, a loss announcement shall

be published in the National Enterprise Credit

Information Publicity System or newspaper.

Beijing Municipal

Administration for Market

Regulation

60

8

Related approval

document, if the

deregistration must

be approved as

stipulated by laws,

administrative

regulations, and the

decisions of the State

Council

1. A photocopy of the related approval document

shall be submitted if the deregistration must be

approved as stipulated by laws, administrative

regulations, and the decisions of the State

Council;

2. The approval authority or license certificate shall

be checked to ensure their consistency with the

licensing authority and license form stipulated by

laws, administrative regulations, and decisions

of the State Council;and The photocopy of the

approval document or license certificate shall be

clear and complete, with information such as the

name and business premises consistent with the

content of the business license and application

form.

(2) Simplified deregistration

If the company has not incurred or has fully settled claims and

debts, has not incurred or has fully paid all expenses, employee

wages, social insurance expenses, statutory compensation, and

taxes payable (including late payment penalties and fines), and all

shareholders provide a written commitment of legal liability for

the truthfulness of the above circumstances, the company may

apply for deregistration through simplified procedures.

If the company decides to dissolve itself and meets the

conditions for simplified deregistration, it may announce its

intention to apply for simplified deregistration and all investors’

commitment information to society via the “Entity Deregistration”

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

61

module in “Enterprise Legal Person” on the Beijing Enterprise

Service e-Window Platform (https://ect.scjgj.beijing.gov.

cn), except for enterprises that have completed mandatory

liquidation or bankruptcy procedures. The said announcement

will be publicized to society via the National Enterprise Credit

Information Publicity System for a period of 20 days.

Please refer to the following flow chart to understand the

process of applying for simplified deregistration of a foreigninvested company more intuitively: Beijing Municipal

Administration for Market

Regulation

62

Application for simplified deregistration of

foreign-invested company

Yes

Yes

No

No

Simplified

deregistration

does not apply

Choose

simplified

deregistration

Upload the Letter of

Commitment of All

Investors

Issue a simplified

deregistration

announcement

Choose online

application or on-site

submission

Is a license

required?

Complete

simplified

deregistration

The announcement period

expires for 20 days

without objections from

other authorities

Collect deregistration notice

Ways:

1. Mailing

2. On-site collection

National

Enterprise

Credit

Information

Publicity

System

Housing

provident

fund

department

Public

security

department

Tax

authority

Social

security

department

Bank

Whether any of the following circumstances exist:

1. Being in the list of abnormal business or seriously illegal and dishonest acts subject to

market regulation

2. Having equity (property shares) that are frozen or pledged or movable property that is

mortgaged or having investments in other market entities

3. Being under investigation, subject to administrative compulsory measures or involved in

ongoing litigation or arbitration procedures

4. Having business license revoked, being ordered to close, or being canceled

5. Having outstanding administrative penalties such as fines that have not been fully executed

6. Other circumstances that do not comply with Article 33 of the Regulation of the People's

Republic of China on the Administration of the Registration of Market Entities

Push information to

There is an

objection Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

63

You can refer to the following table to understand the

registration materials required for the simplified deregistration of

a foreign-invested company:

Table 6. List of Submissions and Notes for Simplified Deregistration

of Foreign-invested Company

S/N Submissions Notes

1 Application Form for

Deregistration of Enterprise

1. The application form shall be signed by the

legal representative and affixed with the

official seal; and

2. The application form shall be complete,

without manifest textual errors in the

completed content and signature.

2

Letter of commitment, for

those applying according to

the notification-commitment

system implemented in

Beijing for market entities

This document shall be signed by the legal

representative and the applicant.

3

Letter of Commitment of

All Investors for Simplified

Deregistration

The letter of commitment shall be signed

by all shareholders.

4 Original and duplicate

business licenses

1. Both the original and duplicate shall be

submitted; and

2. If the paper business license is lost and thus

cannot be returned, a loss announcement

shall be published in the National

Enterprise Credit Information Publicity

System or newspaper.

Beijing Municipal

Administration for Market

Regulation

Beijing Municipal Administration for Market Regulation