Guide to Registering a

Foreign-Invested

Company

Beijing Municipal Administration for Market Regulation

II

Beijing Municipal

Administration for Market

Regulation

Contents

Foreword ……………………………………………………… I

I. Basic Elements Required for Company Registration …… 01

1. Company name...................................................................................................01

2. Company domicile .............................................................................................13

3. Shareholders........................................................................................................16

4. Registered capital................................................................................................21

5. Business scope ....................................................................................................22

6. Articles of association.........................................................................................23

7. Senior executives................................................................................................23

II. Application Methods ……………………………………… 24

1. Online application...............................................................................................24

2. Offline application ..............................................................................................24

III. Collection of Review Results …………………………… 26

IV. Required Submissions …………………………………… 27

1. Establishment registration..................................................................................27

2. Change of registration ........................................................................................31

(1) Name change.................................................................................................34

(2) Domicile change...........................................................................................34

(3) Business scope change .................................................................................36

Beijing Municipal

Administration for Market

Regulation

(4) Legal representative change.........................................................................37

(5) Increase in registered capital/Reduction in registered capital....................38

(6) Share-holder change .....................................................................................40

(7) Change to name of share-holder..................................................................42

3. Filing....................................................................................................................44

(1) Filing of articles of association ....................................................................46

(2) Filing of business term .................................................................................47

(3) Filing of capital contributions subscribed for .............................................48

(4) Filing of directors, supervisors, managers, and other senior executives...50

(5) Change to registration liaison officer...........................................................51

(6) Change to foreign investor's addressee of legal documents.......................51

(7) Filing of closure of business.........................................................................52

4. Increase, reduction, reissuance, or renewal of license/certificate ....................53

5. Deregistration......................................................................................................56

(1) Ordinary deregistration.................................................................................56

(2) Simplified deregistration ..............................................................................60

Beijing Municipal

Administration for Market

Regulation

I

Guide to Registering a Foreign-Invested Company

Foreword

Foreword

Dear applicant, welcome to investing in Beijing.

We have prepared this guide to help you understand

policies related to foreign-invested company registration

and improve your experience. If you have additional

questions during the application process, please visit

the Beijing Enterprise Service e-Window Platform at

https://ect.scjgj.beijing.gov.cn or consult directly with

the registration authority for in-person assistance.

Beijing Municipal

Administration for Market

Regulation

II

Beijing Municipal

Administration for Market

Regulation

III

Guide to Registering a Foreign-Invested Company

Foreword

Special notes

1. Registration application documents and other submitted

materials should be on A4-sized white paper and filled out and

signed neatly using a black or blue ink pen or signature pen.

2. For materials submitted to on-site windows, originals

are required unless otherwise indicated. Photocopies submitted

should be marked the Chinese phrase. \" 與原件一致 \" (which means

\"Consistent with the original\") and signed by the applicant, their

designated representative, or a jointly entrusted agent.

3. If a signature is required, natural-person applicants should

sign personally, while legal entities and other organizations should

have the legal representative, person in charge, or authorized

signatory sign and affix the official seal. If the applicant is

unable to sign personally, an original power of attorney must be

provided, bearing the authorizer's personal signature.

Beijing Municipal

Administration for Market

Regulation

IV

4. Foreign language documents and notarized and legalized

materials should be accompanied by a Chinese translation,

certified with the official seal of the translation agency and

marked the Chinese phrase \" 翻譯準(zhǔn)確 \" (which means \"accurate

translation.\") If investor names are in non-English languages,

their English equivalents should be included in the translation.

Corporate translators should affix their official seal (special seal

for translation) or attach a photocopy of their business license

or other qualification certificates, with the translator's contact

information indicated. Individual translators should include their

contact information and attach a photocopy of their translation

credentials or identification.

5. When applying for registration, applicants must cooperate

with the registration authorities in real-name authentication

through facial recognition or other means. If verification is not

possible due to exceptional circumstances, notarized identity

documents may be submitted, or in-person verification may be

done on-site with identity documents.

Beijing Municipal

Administration for Market

Regulation

01

Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

I. Basic Elements Required for

Company Registration

Before registering a foreign-invested company, you need to

select an appropriate company name, domicile, shareholders,

business scope, registered capital, and key senior executives.

Each element is explained in detail below.

1. Company name (standard Chinese characters must

be used; the following examples are translated to facilitate your

understanding)

● Composition requirements

A company name generally includes the administrative

division, trade name, industry or operational characteristics, and

organizational form. If the administrative division follows the

trade name but precedes the organizational form, it should be

bracketed. Applicable name structures include:

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(1)Name of the administrative division + trade name +

industry or operational characteristics + organizational form

Example:

Name of the

administrative division

Trade

name

Industry/operational

characteristics

Organizational

form

Beijing Sunshine Information

Technology Co., Ltd.

(2)Trade name + (name of the administrative division) +

industry or operational characteristics + organizational form

Example:

Trade

name

Name of the

administrative division

Industry/operational

characteristics

Organizational

form

Sunshine (Beijing) Information Technology Co., Ltd.

(3)Trade name + industry or operational characteristics +

(name of the administrative division) + organizational form

Example:

Trade

name

Industry/operational

characteristics

Name of the

administrative division

Organizational

form

Sunshine Information

Technology (Beijing) Co., Ltd.

Name of the administrative division

The administrative division in the company name should

correspond to a county-level or higher administrative area where

the company is located.

To register a name without an administrative division,

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

you may apply through the State Administration for Market

Regulation (SAMR) at http://wsdj.samr.gov.cn or directly at the

relevant registration authority where the company is domiciled.

Applications for company names not containing the name of

any administrative division shall meet the following requirements:

An established company (1) has entities in at least three provincial

administrative regions that bear the same trade name and have

engaged in operations for one year or more, or (2) is otherwise

exempt from including an administrative division under relevant

laws or SAMR provisions, and its name must differ from any

existing enterprise in the same industry that has been registered

or is within the reservation period in the administrative region of

the districted city where the company is located unless there is an

investment relationship.

A company name without a name of administrative division

should also be different from the trade name of an enterprise

in the same industry that has been registered or is within the

reservation period in the provincial administrative region where

the company is located unless there is an investment relationship.

Trade name

The trade name should be contain two or more Chinese

characters conforming to the national standards.

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To avoid duplication, it is recommended to use three, four, or

more Chinese characters conforming to the national standards.

Industry or operational characteristics

The industry or operational characteristics in the name should

reflect the company’s main business and adhere to the industrial

classification for national economic activities.

A company may apply for a name without industry

characteristics if it operates across five or more sectors and has

established at least three entities with the same trade name that

have operated for one year or more in different industries, and

of which the industry or operational characteristics belong to

different industries of the national economy. The company name

should differ from the trade name of an enterprise that has been

registered or is within the reservation period in the administrative

region where the company is located unless they have an

investment relationship.

Organizational form

Companies should lawfully indicate their organizational form

in their names based on their organizational structures or liability

forms, typically expressed as “Limited Company” (Co., Ltd.) or

“Limited Liability Company” (LLC).

● Application method

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

You can apply online via the Enterprise Name Application

System on the Beijing Enterprise Service e-Window Platform

(https://ect.scjgj.beijing.gov.cn) or submit information and

materials directly at the registration authority’s service window,

and search, compare, and screen proposed company names, to

select eligible names.

For example, after logging into the e-Window Platform,

you may click “Name Application” or “Apply Now” under the

“Enterprise Establishment” module to initiate a name application.

辦理事項(xiàng) Service items

企業(yè)開(kāi)辦 Enterprise establishment

辦理各類(lèi)企業(yè)開(kāi)辦，包括申

請(qǐng)營(yíng)業(yè)執(zhí)照的同時(shí)免費(fèi)刻

章、涉稅事項(xiàng)、五險(xiǎn)一金、

銀行開(kāi)戶服務(wù)等業(yè)務(wù)

Apply for services related to enterprise establishment,

including applying for a business license and

accessing free services for seal engraving, tax-related

matters, five components of social insurance and

housing provident fund, bank account opening, etc.

( 名稱(chēng)申報(bào)請(qǐng)點(diǎn)擊這里、分

立設(shè)立請(qǐng)點(diǎn)擊這里 )。

(Click here for name application and click here for

establishment through split-up)

辦理指南 Application guide

立即辦理 Apply now

企業(yè)開(kāi)辦操作指引 .mp4 Enterprise Establishment Operation Guide.mp4

Beijing Municipal

Administration for Market

Regulation

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After selecting a proposed company name in compliance with

the naming standards, the system will indicate whether the name

is available and alert you to any potential similarities with existing

names. If you agree to proceed under these conditions, you may

click “Continue,” or you may choose to apply with a different

name.

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Administration for Market

Regulation

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

行政區(qū)劃 : Administrative division:

北京 Beijing

字號(hào) : Trade name:

時(shí)代云途 Shidai Yuntu

行業(yè)特點(diǎn) : Industry characteristics:

科技 Science and technology

主營(yíng)業(yè)務(wù) : 其他科技推廣

和應(yīng)用服務(wù)業(yè)

Main business: Other technology promotion and

application services

組織形式 : Organizational form:

有限公司 Limited company

是否需要前置審批 : Is pre-approval required:

是 Yes

否 No

查看哪些需要前置審批 View items subject to pre-approval

名稱(chēng)中行政區(qū)劃所在位置 : Position of the administrative division in the name:

前 Front

中 Middle

后 Rear

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Administration for Market

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根據(jù)您輸入的信息生成的

名稱(chēng)如下 :

The name generated based on the information you

entered is as follows:

北京時(shí)代云途科技有限

公司 Beijing Shidai Yuntu Technology Co., Ltd.

檢查是否可用 Check for availability

您申報(bào)的名稱(chēng)與以下名稱(chēng)

存在可能近似的情況，以

及在名稱(chēng)使用中可能存在

的風(fēng)險(xiǎn)，如該名稱(chēng)與近似

名稱(chēng)造成爭(zhēng)議，服從登記

機(jī)關(guān)的裁定，無(wú)條件停止

使用該名稱(chēng)，并及時(shí)辦理

變更名稱(chēng) :

The name you applied for may resemble the following

names, and using it may cause risks. If a dispute

arises due to the similarity, you agree to abide by the

registration authority’s decision, to cease using the

name unconditionally and promptly apply for a name

change:

1. 北京時(shí)代科技股份有限

公司 1. Beijing Times Technologies Co., Ltd.

2. 北京云途科技有限公司 2. Beijing Yuntu Technology Co., Ltd.

3. 時(shí)代集團(tuán)公司 3. Time Group Inc.

4. 北 京 市 時(shí) 代 技 術(shù) 發(fā) 展

中心 4. Beijing Times Technology Development Center

5. 北京時(shí)代云中醫(yī)科技有

限公司 5. Beijing Shidaiyun TCM Technology Co., Ltd.

更多 More

繼續(xù)使用 Continue

放棄使用 Cancel

Company names submitted via the name application system

are reserved for two months. If the establishment of a market

entity requires prior approval by law or if the business scope

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

includes pre-approval items, the name reservation period extends

to one year.

名稱(chēng)詳細(xì)信息 Name details

北京時(shí)代云途科技有限公司 Beijing Shidai Yuntu Technology Co., Ltd.

業(yè)務(wù)類(lèi)型:名稱(chēng)設(shè)立自主

申報(bào)

Business type: Independent name application

申報(bào)狀態(tài) : 申報(bào)通過(guò) Application status: Approved

填寫(xiě)申請(qǐng)信息 Fill in application information

申報(bào)結(jié)果 Application result

申報(bào)狀態(tài) ：申報(bào)通過(guò) Application status: Approved

保留期 ：2024 年 12 月 31 日 Reservation period: December 31, 2024

名稱(chēng)自主申報(bào)是登記機(jī)關(guān)提

供的查詢服務(wù)，方便市場(chǎng)主

體辦理登記。您可以以保留

期內(nèi)的名稱(chēng)直接申請(qǐng)登記，

登記機(jī)關(guān)在市場(chǎng)主體申請(qǐng)登

記注冊(cè)時(shí)一并對(duì)名稱(chēng)予以

審查。

The registration authority provides the independent

name application service to facilitate market entities’

registration applications. You may proceed with

registration using the reserved name within the

reservation period, during which the registration

authority will review the name along with other

documents when the entity formally applies.

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Administration for Market

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使用授權(quán)名稱(chēng)到登記機(jī)關(guān)辦

理登記業(yè)務(wù)時(shí)，需提交授權(quán)

文件，授權(quán)文件形式請(qǐng)參照

名稱(chēng)使用規(guī)則中關(guān)于授權(quán)名

稱(chēng)的相關(guān)規(guī)定。

For registration with an authorized name at the

registration authority, an authorization document

must be submitted as per the relevant provisions

outlined in the name usage guidelines for authorized

names.

申報(bào)通過(guò)的名稱(chēng)保留期屆滿

自動(dòng)失效，

Approved names will automatically expire after their

reservation period.

擬登記市場(chǎng)主體所在地 ：海

淀區(qū)

Location of proposed market entity: Haidian District

申報(bào)完成時(shí)間 ：2024-11-01

17:41:04

Application completion time: 17:41:04, November 1,

2024

Special notes:

● Names containing the word “(China)”

If the name of a foreign-invested company includes “(China),”

its trade name must be consistent with the translated name

or trade name of its foreign investor and adhere to applicable

legal regulations. Names containing the word “(China)” must

be applied for via SAMR’s “Enterprise Registration Online

Application System” at http://wsdj.samr.gov.cn.

● Within Beijing, the trade name you propose should not be

identical to the trade names of the following entities in the same

industry or without industry or operational characteristics:

(1) Entities that are either registered or within their

reservation period, except where there is an investment

relationship or authorization;

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

(2) Former names of entities that have been deregistered

or changed within the last year, except in cases of

investment relationship or name assignment; or

(3) Former names of entities that had their registration

or change registration revoked within the last year,

except where there is an investment relationship.

● When selecting a company name, please note that the

name shall not:

(1) Damage the dignity or interest of the state;

(2) Harm public interest or disrupt the public order;

(3) Use, either explicitly or indirectly, the name of any

political party, government or military department, or

people’s or social organization, or their abbreviations,

specific titles, or military designations;

(4) Use the name, common abbreviation, or specific

title of a foreign country (region) or an international

organization;

(5) Contain any obscene, pornographic, gambling-related,

superstitious, horrible, or violent content;

(6) Include any content that is discriminatory on ethnic,

racial, religious, or gender grounds;

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(7) Be contrary to public morals or potentially have other

negative effects;

(8) Potentially cause fraudulence or risk misleading the

public; or

(9) Fall under other prohibited circumstances as defined

by law, administrative regulations, or other national

provisions.

● If the name of your company is authorized for use, you

should provide the authorization (license) document issued by

the rights holder and a sealed photocopy of its business license at

the time of registration. The authorized (licensed) name shall not

cause fraudulence or mislead the public.

● If a trademark registrant uses or authorizes others to use

text from its registered trademark as a trade name, and the trade

name complies with related provisions on name registration

management, the following shall be submitted when registering

the company name:

① Authorization (license) document from the trademark

owner;

② Trademark registration certificate (if the original is

unavailable, a copy sealed by the trademark owner is

acceptable); and

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

③ Qualification certificate of the trademark owner (if an

economic organization, the qualification certificate must

bear the official seal; if a natural person, a photocopy of

the person’s ID must be submitted).

2. Company domicile

Companies should use genuine, legal, and safe fixed premises

not designated for residential purposes as their office address for

registration.

If the domicile is under any of the following circumstances,

supporting documents can be prepared according to “Guidelines

on certification materials to be submitted” for registration

purposes:

S/N Premises nature Guidelines Guidelines on certification certification materials materials to

be submitted

1

Premises with a Real Estate

Ownership Certificate

(Property Ownership

Certificate)

Photocopy of the Real Estate Ownership

Certificate (Property Ownership

Certificate) signed (for a natural person)

or affixed with the official seal (for an

entity) by the property owner

2

For premises without a Real Estate Ownership Certificate (Property

Ownership Certificate) but with related planning and housing safety

appraisal passing reports (or housing acceptance passing documents) and

under any of the following circumstances, supporting documents can be

submitted according to the following guidelines:

2-1 Premises in rural areas Certificate issued by local township or

town government

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2-2 Urban non-residential housing

used for business operation

Certificate issued by the related subdistrict office authorized by the district

government

2-3

Premises of an institution

directly under the central

government

Certificate issued by the housing

management department of the institution

directly under the central government

2-4

Premises of a ministry or

commission of the State

Council

Certificate issued by the National

Government Offices Administration

2-5

Premises of a central stateowned enterprise supervised

by the State-owned

Assets Supervision and

Administration Commission

of the State Council

Certificate issued by the central stateowned enterprise

2-6 Premises within a municipal

or higher-level industrial park

Certificate issued by the park management

department

2-7

Premises of a stateowned enterprise or public

institution supervised by

the municipal state-owned

assets supervision and

administration commission

Certificate issued by the municipal

state-owned assets supervision and

administration commission or the stateowned enterprise or public institution

2-8

Premises of a state-owned

enterprise or public institution

of a district

Certificate issued by the state-owned

enterprise or public institution authorized

by the district government

2-9 Premises of the railway

system

Certificate issued by China Railway

Beijing Group Co., Ltd. or the operating

entity entrusted by it

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

2-10 Premises of the religious

system

Title Confirmation Notice for religious

house property issued by the Office of

Beijing Leading Group for Implementing

Private Housing Policy or certificate

issued by the competent authority for the

related religious group

2-11 Premises of the army

Certificate issued by the operator and

photocopy of the Army Real Estate Use

Permit affixed with the operator’s official

seal

2-12 Premises of a guesthouse or

restaurant (hotel)

Certificate issued by the guesthouse

or restaurant (hotel) and photocopies

of business license and special trade

permit affixed with the official seal of the

guesthouse or restaurant (hotel)

2-13

Premises registered in a

physical commodity trading

market

Certificate issued by the market service

management organization and photocopy

of businesslicense affixed with the official

seal of the market service management

organization

2-14 Premises registered in a civil

air defense project

Certificate issued by the project user and

photocopy of the civil air defense project

use permit

2-15 Premises registered in an

ordinary basement

Certificate issued by the property

owning entity, photocopy of the Property

Ownership Certificate, and photocopy of

the filing certificate of the district housing

authority

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2-16

Commercial facility within

a rail transit station, station

square, or station integration

project

Certificate issued by the rail transit

operating entity

2-17

Convenient commercial

operations in a municipal park

or garden museum

Certificate issued by the Beijing Municipal

Administration Center of Parks

2-18

Convenient commercial

operations in a museum of

Beijing Municipal Cultural

Heritage Bureau

Certificate issued by the Beijing Municipal

Cultural Heritage Bureau

3. Shareholders

In accordance with the provisions of the Company Law of

the People’s Republic of China, if a limited liability company

is formed by at least one and no more than 50 shareholders

contributing capital to the company, shareholders must cooperate

with the registration authority by providing information such as

their name, ID number, and capital contribution mode, amount,

and date, along with necessary identity documents.

(i) Domestic shareholders should provide the following

identity documents:

1) Photocopy of the ID card (for natural persons); or

2) Photocopy of the business license (for enterprises).

(ii) Foreign shareholders should prepare the following

documents:

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

Identity documents for natural persons

1) A natural person shall submit a photocopy of his/her

passport.

The passport must be notarized by a notary organ of his/her

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.

If the passport submitted has been certified by a Chinese

embassy (consulate) and confirmed for entry procedures

by a Chinese exit-entry administration, no notarization is

required after verification against the original.

2) The subject qualification document or identity document

of a shareholder from Hong Kong Special Administrative

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Region (Hong Kong SAR), Macao Special Administrative

Region (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.

The identity document of a natural-person shareholder

from Hong Kong SAR or Macao SAR can be a local

permanent identity card, special administrative region

passport, Residence Permit for Hong Kong and Macao

Residents (issued by a Chinese mainland public security

department), or Mainland Travel Permit (issued by a Chinese

mainland exit-entry administration), and no notarization is

required for a Residence Permit for Hong Kong and Macao

Residents or Mainland Travel Permit submitted. The identity

document of a natural-person shareholder 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.

Identity documents for non-natural persons

1) The subject qualification document, notarized by a notary

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Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

organ of the non-natural person’s country and legalized

by the Chinese embassy (consulate) in that country, shall

be submitted as the identity document. 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.

2) A shareholder from Hong Kong SAR, Macao SAR, or

Taiwan, China shall submit a notarial document from a

local notarial agency of Hong Kong SAR, Macao SAR,

or Taiwan, China, with the notarial document from Hong

Kong SAR or Macao SAR affixed with the “Special Seal

for Verification of China Legal Service (H.K./Macao) ”

A non-natural-person shareholder from Hong Kong SAR

or Macao SAR may use a simplified notarial document.

Special notes:

1) If you have already established a foreign-invested company

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with any registration authority in Beijing, Tianjin, or

Hebei and the foreign shareholder has been verified and

is within the validity period of the subject qualification

certificate, when that foreign shareholder invests in

the other two places, it may submit a photocopy of the

subject qualification certificate affixed with the archive

certification seal issued by the archive department of the

registration authority of the established company as its

subject qualification certification material.

2) In accordance with the Convention Abolishing the

Requirement of Legalization for Foreign Public Documents

(hereinafter referred to as the “Hague Convention”), effective

from November 7, 2023, embassy (consulate) legalization

documents from contracting states of the Hague Convention

are replaced by notarial documents from related authorities

of these states and apostilles issued by local competent

authorities. The original consular legalization procedures

continue to apply between China and non-contracting states of

the Hague Convention. For more information on contracting

states of the Hague Convention, apostille verification

websites, and related authorized authorities, please visit the

China Consular Service Network at http://cs.mfa.gov.cn/.

Beijing Municipal

Administration for Market

Regulation

21

Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

4. Registered capital

In accordance with the provisions of the Company Law of

the People’s Republic of China, the registered capital of a limited

liability company shall be the amount of capital contributions

subscribed for by all its shareholders as recorded with the

company registration authority. The capital contributions

subscribed for by all shareholders of a limited liability

company shall be fully paid within five years of the company’s

establishment. During registration, both domestic and foreign

shareholders may subscribe for registered capital as agreed in the

articles of association.

A shareholder may make capital contributions in cash, in

kind, or with intellectual property rights, land use rights, equities,

claims, or other non-monetary property that may be assessed on

the basis of currency and may be transferred according to law.

Where any law or administrative regulation or any decision of

the State Council provides otherwise for the paid-in registered

capital, the minimum amount of registered capital of a company,

or the period for shareholders to make capital contributions, such

provisions shall prevail.

Under the Regulation for Implementing the Foreign

Investment Law of the People’s Republic of China, the registered

Beijing Municipal

Administration for Market

Regulation

22

capital of foreign-invested companies may be denominated in

RMB or a convertible currency.

5. Business scope

In accordance with the SAMR’s requirements for

standardizing the registration of business scope, market entities

shall use standardized items when applying for business

license registration. You can visit the Beijing Enterprise

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

to search and select standardized descriptions that match your

business activities via “Convenient Services” - “Business Scope

Standardized Expression Inquiry” module.

Market entities applying for pre-licensed items should submit

related approval documents when applying for registration.

Foreign-invested companies’ investment and business

activities in this municipality shall comply with related provisions

of the Special Administrative Measures (Negative List) for the

Access of Foreign Investment and the Special Administrative

Measures (Negative List) for the Access of Foreign Investment in

Pilot Free Trade Zones (hereinafter referred to as the Negative

Lists). Fields not on the Negative Lists shall be administered

under the principle of equal treatment to both domestic and

foreign investment. You can visit the website of the National

Beijing Municipal

Administration for Market

Regulation

23

Basic Elements Required for Company Registration

Guide to Registering a Foreign-Invested Company

Development and Reform Commission to check the content of

the Negative Lists at https://www.ndrc.gov.cn.

6. Articles of association

When applying for registration through the Beijing Enterprise

Service e-Window Platform (https://ect.scjgj.beijing.gov.cn), the

system will automatically generate articles of association based

on the information provided. You may either use the generated

articles directly or customize them to suit specific requirements.

A template for the articles of association can be downloaded from

the Beijing Municipal Administration for Market Regulation

website at https://scjgj.beijing.gov.cn.

7. Senior executives

Senior executives generally refer to the director, supervisor,

manager, deputy manager, and financial director of a company.

Beijing Municipal

Administration for Market

Regulation

24

II. Application Methods

You can choose either online or offline application based on

your needs to complete company registration.

1. Online application:

You can log in to the Beijing Enterprise Service e-Window

Platform (https://ect.scjgj.beijing.gov.cn/), select “Personal

Services (Establishment)” or “Legal Person Services (Change,

Filing, Cancellation, License Increase, Reduction, Reissuance

or Renewal),” select the type of service, and apply by following

the system prompts. You can submit the photos (photocopies)

of the shareholder qualification certificate, domicile certification

material, articles of association, resolution, and other documents

via the e-Window Platform or use system-generated materials.

2. Offline application:

You can bring the application materials and applicant’s

identity document to the registration department of the district

administration for market regulation where the company

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Application Methods

25

is domiciled for application, with the notification, letter of

commitment, Company Registration (Filing) Application Form,

and other materials accessible via the website of the Beijing

Municipal Administration for Market Regulation (https://scjgj.

beijing.gov.cn) by successively clicking “Services - Form

Download – Registration.”

Special note regarding real-name authentication:

In accordance with the provisions of the Regulation of

the People’s Republic of China on the Administration of the

Registration of Market Entities, real-name registration is required

for market entities. Shareholders, senior executives, applicants,

and other related personnel should cooperate with registration

authorities in identity information verification. Please refer to

the Guidelines on Real-name Authentication for Registration of

Foreign-invested Companies for the real-name authentication

method and process.

Beijing Municipal

Administration for Market

Regulation

26

III. Collection of Review

Results

Collection Collection of paper business business license license or notification: notification:

You can choose to collect the paper business license or

notification either on site or via mail.

Collection of electronic business license:

The company’s legal representative with an ID card can

download and collect the electronic business license via the

“Electronic Business License” mini-program in WeChat or

Alipay;

The company’s legal representative who holds another type

of identity document can apply for an electronic business license

when submitting materials for registration on site, which can be

obtained by scanning a QR code or via email after preparation.

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

27

IV. Required Submissions

1. Establishment registration

Please refer to the following flow chart to understand the

process of establishing a foreign-invested company more

intuitively: Beijing Municipal

Administration for Market

Regulation

28

Are negative list items involved?

Choose online application or

on-site submission

Complete establishment

registration

Application for establishment registration

of foreign-invested company

Submissions:

1. Application form for establishment registration

2. Domicile certification materials

3. Subject qualification certificates of shareholders

4. Identity documents of legal representative and key personnel

5. Senior executive employment certificates

6. Articles of association

7. Power of attorney for the service of legal documents of

foreign-invested company

8. Photocopy of approval document or license certificate

Yes

Yes

No

No

Registration

is denied

Is a license required?

Push information to

Ways of collecting business license

and official seal:

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

Obtain the

approval of related

authorities

Make tax invoices

and the official seal

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

29

You can refer to the following table to understand the registration materials required for establishing a foreign-invested

company:

Table 1. List of Submissions and Notes for Establishment Registration

of Foreign-invested Company

S/N Submissions Notes

1

Company Registration

(Filing) Application

Form

1.The form shall be signed personally by all

shareholders and the legal representative; 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 notificationcommitment system

implemented in this

municipality for

market entities

The letter of commitment shall be signed by all

shareholders and the applicant.

3 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” and specify the following:

Name and domicile of the company;

Business scope of the company;

Registered capital of the company;

Names of shareholders;

Amount, mode, and date of capital contributions made by shareholders;

Organizations of the company and the

methods of establishment, and their powers

and functions and rules of procedure;

Beijing Municipal

Administration for Market

Regulation

30

3 Articles of association

Articles of association

Methods for the selection and change of the

legal representative of the company; and

Other matters deemed necessary by the

shareholders’meeting.

2.Company name, domicile, business scope,

registered capital, names of shareholders,

business term, senior executives, etc. recorded in

the articles of association shall be consistent with

the content completed in the application form or

other submissions.

3. All shareholders should sign and date the articles

of association, with natural persons signing

personally and non-natural persons having

authorized signatories sign and affix official

seals.

4 Identity documents of

shareholders

Please refer to “3. Shareholders” in Part I for

specific requirements.

5

Appointment

documents and

identity documents for

legal representative,

directors, supervisors,

and other senior

executives

1. Identity document photocopies must be complete

and valid; and

2. Senior executives generally refer to the director,

supervisor, manager, deputy manager, and

financial director of a company.

6 Domicile certificate

1. Refer to “2. Company domicile” in Part I for

specific requirements;

2. Property owner, location, etc. in the domicile

certificate must match the content completed in

the application form, etc.;

3. The document related to domicile use shall be a

clear and complete photocopy, with the personal

signature (for a natural person) or officialseal (for

a non-natural person) of the property owner; and

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

31

6 Domicile certificate

4. If the house property used as premises is

entrusted by the property owner to another

person (or entity) for rental or management, a

power of attorney signed by the property owner

shall be provided.

7 License certificate

1.The content of the photocopy of the license

certificate (name, domicile, legal representative,

business scope, etc.) shall be reviewed to ensure

its consistency with the application content;

2.The approval authority and license certificate

content shall be reviewed to ensure their

consistency with the licensing authority and

license form stipulated by laws, administrative

regulations, and decisions of the State Council;

and

3.The license certificate shall be within the validity

period.

2. Change of registration

Registration items that can be changed include the name,

type, business scope, domicile, registered capital, legal

representative’s name, and shareholder’s name.

Please refer to the following flow chart to understand the

process of change of registration for a foreign-invested company

more intuitively:

Beijing Municipal

Administration for Market

Regulation

32

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

Guide to Registering a Foreign-Invested Company

Required Submissions

33

You can refer to the following table to understand the registration materials required for change of registration for a

foreign-invested company:

Table 2. List of Submissions and Notes for Change of Registration

for Foreign-invested Company

S/N Change

item Submissions Notes

1 Name

change

1.Company Registration (Filing) Application Form

1. To change its name, a company

may independently apply via the

e-Window Platform online or directly

with the registration authority where

it is domiciled, and the registration

authority will conduct inquiry and

comparison via the Enterprise

Registration Online Application

Service System and provide feedback;

2. The Company Registration (Filing)

Application Form shall be personally

signed by the legal representative and

affixed with the official seal of the

company; and

3. 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 muicipality for

market entities

The letter of commitment shall be

signed by the legal representative and

the applicant.

Beijing Municipal

Administration for Market

Regulation

34

1 Name

change

3.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.

4.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 in the articles of

association shall be consistent with the

content of the application form and

other submissions; and

3. The articles of association shall

be personally signed by the legal

representative.

5.Original and

duplicate business

licenses

Both the original and duplicate

business licenses shall be submitted.

2 Domicile

change

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;

2. The completed 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

35

2 Domicile

change

2.Letter of commitment, for those

app-lying according

to the notificationcom-mitment

system implemented

in this mu-nicipality

for market entities

The letter of commitment shall be

personally signed by the legal representative and the applicant.

3.Domicile certificate

1. Refer to “2. Company domicile” in

PartIforspecific requirements;

2. Property owner, location, etc. in the

domicile certificate must match the

content completed in the application

form, etc.;

3. The document related to domicile

use shall be a clear and complete

photocopy, with the personal signature

(for a natural person) or official seal

(for a non-natural person) of the

property owner on each page; and

4. If the house property used as premises

is entrusted by the property owner to

another person (or entity) for rental

or management, a power of attorney

signed by the property owner shall be

provided.

4.Original and duplicate business

licenses

Both the original and duplicate

business licenses shall be submitted.

Beijing Municipal

Administration for Market

Regulation

36

3

Business

scope

change

1.Company Registration (Filing) Application Form

1. The Company Registration (Filing)

Application Form shall be personally

signed by the legal representative

(or if changed, the new legal

representative) and affixed with the

official seal of the company;

2. The completed content shall have

no manifest textual errors and

shall be consistent with supporting

documents and other submissions;

and

3. The business activities shall not

violate the Special Administrative

Measures (Negative List) for the

Access of Foreign Investment and

the Special Administrative Measures

(Negative List) for the Access of

Foreign Investment in Pilot Free

Trade Zones; and

4. If the business scope the company

applies for registration contains

items subject to approval before

registration as stipulated by laws,

administrative regulations, and the

decisions of the State Council, the

company shall submit a photocopy

of the related approval document or

license certificate.

2. Letter of commitment, for those applying according to

the notificationcommitment system

implemented in this

mu-nicipality for

market entities

The letter of commitment shall be

personally signed by the legal representative and the applicant.

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

37

3

Business

scope

change

3.Original and

duplicate business

licenses

Both the original and duplicate busi-ness licenses shall be submitted.

4

Legal

representative

change

1.Company Registration (Filing) Application Form

1.The Company Registration (Filing) Application Form shall be personally signed by the new legal

representative and affixed with the

official seal of the company; and

2.The completed content shall have

no manifest textual errors and

shall be consistent with supporting

documents and other submissions.

2. Dismissal certificate of current

legal representative

and appointment

certificate of new

legal representative

as stipulated by

the articles of

association

The resolution of the shareholders’ meeting or the decision of the

shareholder shall be signed by the

shareholders or the shareholder, and

the resolution of the board of directors

or the decision of the director shall be

personally signed by the directors or

the director.

3. Letter of commitment, for those

app-lying according

to the notificationcom-mitment

system implemented

in this mu-nicipality

for market entities

The letter of commitment shall be

personally signed by the new legal representative and the applicant.

4. Original and

dupli-cate business

licenses

Both the original and duplicate

business licenses shall be submitted.

Beijing Municipal

Administration for Market

Regulation

38

5

Increase

in registered

capital

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 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 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 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.

4.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 in the articles of

association shall be consistent with

the content of the application form

and other submissions; and

Beijing Municipal

Administration for Market

Regulation

Guide to Registering a Foreign-Invested Company

Required Submissions

39

5

4.Articles of

association or

amendment

to articles of

association

3.The articles of association shall

be personally signed by the legal

representative.

Reduction

in registered

capital

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;

2. The company shall state the situation

of its debt repayment or debt guarantee

and, if the registered capital reduction

announcement is only published in the

newspaper, the company shall submit

a newspaper sample containing the

announcement. The company shall

apply for a change of registration 45 days

after the announcement. If registered

capital reduction announcement is

published via the National Enterprise

Credit Information Publicity System,

materials related to the announcement

can be exempted; and

3. 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.

Beijing Municipal

Administration for Market

Regulation

40

5

Reduction

in registered

capital

3.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.

4.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 in the articles of

association shall be consistent with

the content of the application form

and other submissions; and

3. The articles of association shall

be personally signed by the legal

representative.

6

Shareholder

change

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 completed 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

41

6

Shareholder

change

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.Equity transfer

agreement or

equity transaction

certificate signed

by the shareholder

transferring all

its equity and

the shareholder

accepting the

transfer

For a change in a natural-person

shareholder, the individual income tax

payment or tax declaration voucher related to the equity transaction shall be

submitted.

4.Identity documents

of shareholders

Please refer to “3. Shareholders” in

Part I for specific requirements.

5.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

42

6

Shareholder

change

6.Articles of

asso-ciation 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 in the articles of

association shall be consistent with

the content of the application form

and other submissions; and

3. The articles of association shall

be personally signed by the legal

representative.

7.Original and duplicate business

licenses

Both the original and duplicate

business licenses shall be submitted.

7

Change to

name of

shareholder

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 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 notificationcommitment 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