What are the key-steps in the pre-registration of a foreign-invested commercial enterprise (FICE) in China?

The pre-registration key-steps for FICEs are:

1) Premises selection: Foreign investors need to find premises to locate their business and obtain a proper leasing contract before the registration process begins. It is important to check the legal use of the premises before signing a leasing contract, as China does not allow investors to set up a shop on non-commercial premises. The authorities will deny the registration of a shop if its premises are intended for residential use or other non-commercial purposes.

2) Name registration: This is carried out with the local Administration of Industry and Commerce (AIC). The name of the FICE can be translated from English semantically or phonetically. Verifications of the proposed name by the AIC will take a few working days. Only the Chinese name will be legally binding – the English name is not legally relevant for Chinese authorities. The words “China” and “international” cannot be freely included in the Chinese name, and are subject to meeting further conditions. The following documents are required for name registration:

• Name registration application form;
• Investor incorporation certificate;
• Copy of the passport of the chairman/president of investor;
• Proposed Chinese name for the FICE;
• Proposed registered capital and total investment for the FICE;
• Proposed business term for the FICE;
• Business scope;
• Registered address.

3) Issuance of approval certificate: Foreign investors should submit the following documents to the competent Ministry of Commerce (MOFCOM) at the provincial level to apply for the approval certificate for FIEs:

• Written application form;
• Feasibility report jointly signed by all investors;
• Contract and articles of association;
• Each investor’s credit certification, registration certification (photocopy), and legal representative certification;
• Identity certificate (if the investor is an individual);
• Audit reports for each investor from the most recent year issued by an accounting firm;
• Evaluation report for state-owned assets to be invested by the Chinese investor into a Sino-foreign equity/cooperative JV commercial enterprise;
• Catalog of import and/or export commodities of the FICE;
• List of members of the board of directors of the FICE and the respective appointment letters from each investor; and
• Enterprise name pre-approval notice issued by the administrative department for industry and commerce.

4) The MOFCOM will decide whether or not to approve the application within three months and issue the approval certificate to qualified applicants. Issuance of business license: Investors need to complete registration formalities with the AIC within one month of receiving the approval certificate, and a business license will be issued if the submitted documents are complete and correct.