4-1-1 Application Procedures
1. Examination and Approval of Project Proposals, Contracts and Articles of Association
The Chinese party (in the case of a wholly foreign-owned enterprise, the foreign investor or its appointed Chinese agency which is qualified to provide foreign investment consultation services) must submit to the local foreign economic and trade authorities the feasibility study report, contract, articles of association and other documents required. Trademark and trade name licensing contracts, technology transfer contracts, management contracts, service contracts and other legal documents signed by foreign-invested commercial enterprises should be submitted at the same time as annexes to the contract (in the case of wholly foreign-owned commercial enterprises, as annexes to the articles of association).
2. Registration at the industry and commerce administration
Foreign-invested wholesale enterprise granted approval to set up should complete its registration formalities at the industry and commerce administration within one month after obtaining the approval certificate issued by the provincial-level foreign economic and trade authorities.
3. Tax registration
After its incorporation, the enterprise should have an official seal made at the local public security bureau, apply for enterprise code from the technical supervision bureau, and complete tax registration formalities at the tax registration department.
4-1-2 Documents Required
Documents Required for Examination and Approval of Feasibility Study Reports, Contracts and Articles of Association
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Feasibility study reports, contracts, articles of association (for foreign commercial enterprises, only articles of association required) signed by the investing parties, together with annexes to these documents.
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Bank credit proofs of the investing parties, registration certificates (photocopy) and legal representatives' certificates (photocopy). Personal identification papers are required if the foreign investors are individuals.
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The latest annual audit reports of all investing parties.
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Evaluation report on the state-owned assets to be invested by the Chinese party in a Sino-foreign equity or contractual joint venture commercial enterprise.
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Import/export commodity catalogues of the proposed foreign-invested commercial enterprise.
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Application and approval papers of the feasibility study.
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Names of members of the board of directors of the proposed foreign-invested commercial enterprise and their letters of appointment.
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Notification on pre-approval of enterprise name issued by the industry and commerce administration.
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Land-use right certificates (photocopy) and/or tenancy agreements (photocopy), except for stores with a business area of less than 3,000 sqm.
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Document proving compliance with the requirements of urban development and urban commercial development issued by the commerce department where the proposed stores are to be located.
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Letter of attorney signed by the legal representatives for documents not signed by the legal representatives.
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Other relevant documents.
4-1-3 Application for Changes
Existing foreign-invested commercial enterprises should submit applications to the original examination and approval authorities for permission to engage in wholesaling or retailing business, open branches or change partners in accordance with regulations governing foreign-invested enterprises. The following documents must be submitted when making application:
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Application form.
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The modified contract and articles of association if modifications are involved.
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Feasibility study report on the opening of stores.
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Resolution of the board of directors on the opening of stores.
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The latest annual audit report of the enterprise.
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Capital verification report (photocopy).
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Registration certificates of the investing parties (photocopy) and certificates of the legal representatives (photocopy).
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Land-use rights certificates (photocopy) and/or tenancy agreements (photocopy) for the proposed stores, except for stores with a business area of less than 3,000 sqm.
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Document proving compliance with the requirements of urban development and urban commercial development issued by the government where the proposed stores are to be located.
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Letter of attorney signed by the legal representatives for documents not signed by the legal representatives.
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Application Procedures for Establishment of
Foreign-Invested Book, Newspaper and Magazine Distribution Enterprises
To establish an enterprise distributing books, newspapers and magazines, application must first be made to the local press and publication administration at provincial, autonomous region or municipal levels. Documents required include: application form for the establishment of a foreign-invested book, newspaper and magazine distribution enterprise; project proposal and feasibility study report signed by the legal representatives of the investing parties or the general manager of the enterprise and jointly prepared or endorsed by all parties; business licence or registration certificate and credit proof of the investing parties; valid identification papers and professional qualification certificates of the legal representatives. For Sino-foreign equity and contractual joint ventures with the Chinese party contributing state-owned assets as investment, relevant property evaluation reports and documents endorsing the evaluation results have to be submitted.
The project proposal should include the names and domiciles of all investing parties; the name, legal representative, domicile, business scope, registered capital and total investment, etc of the proposed foreign-invested book, newspaper and magazine distribution enterprise; as well as the forms and amounts of contribution of all investing parties.
The provincial, autonomous region or municipal press and publication administrations will examine and verify the submitted documents and forward them to the State Press and Publication Administration (SPPA) for examination and approval within 15 working days upon receiving the documents.
After obtaining approval from SPPA, the applicant should submit its application to the local provincial, autonomous region or municipal foreign economic and trade departments in accordance with the laws and regulations concerned. The application must be accompanied by the following documents: application form and letter of approval from SPPA; contract and articles of association of the foreign-invested book, newspaper and magazine distribution enterprise signed by the legal representatives of the investing parties or persons authorised by them; list of names of members of the board of directors of the proposed distribution enterprise and relevant certificates; notification on pre-approval of enterprise name issued by the industry and commerce administration; and other documents required by laws and regulations.
The provincial, autonomous region or municipal foreign economic and trade departments will, after examination and verification, submit their opinions to MOFCOM within 15 working days after receiving the applications and supporting documents. A Certificate of Approval for Foreign-Invested Enterprises will be issued to the successful applicant.
Within 90 days after obtaining approval, the applicant should present its approval document and Certificate of Approval for Foreign-Invested Enterprises to the provincial, autonomous region or municipal press and publication administration for the issuance of the Publications Operation Permit. With this permit and the Certificate of Approval for Foreign-Invested Enterprises, it must apply for a business licence from the local industry and commerce administration before it can start its book, newspaper and magazine distribution business.
A foreign-invested book, newspaper and magazine distribution enterprise that needs to extend its period of operation should submit an application to MOFCOM 180 days before the operation period expires, and MOFCOM should give a written decision on whether or not to grant approval within 30 days after receiving the application. Successful applicants should report to the local press and publication administration at provincial, autonomous region or municipal level for the record within 30 days.
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