I. Alterations Involving Written Reply or Certificate of Approval
(I) Alteration of Business Scope (10+5 Working Days)
1. Documents required for written reply application:
① The written reply of enterprise’s establishment or former alterations copy;
② Certificate of approval copy;
③ Business license copy;
④ Current report of capital verification;
⑤ Proof of validity of business registration address (certificate of property ownership or house leasing contract);
⑥. Alteration of business scope and amendment of the contract & articles of association original application documents;
⑦ Resolution of Board of Directors;
⑧ The amendment of the contract & articles of association signed by every investor’s legal representative (original document);
⑨ Report on feasibility;
⑩ Approval Notification of Enterprise Name copy;
⑪ The original documents on inspection of qualification from relevant industry authority;
⑫ The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
⑬. Other pertinent documents.
Tip: Power of attorney is required if the legal person doesn’t sign the papers himself.
2. Alteration of Approval Certificate:
① Pertinent forms;
② Former Approval Certificate with duplicate;
③ The written reply copy of this alteration;
(II) Transfer of Company Shares (10+5 Working Days)
1. Documents required for written reply application:
① The written reply of enterprise’s establishment or former alterations copy;
② Certificate of approval copy;
③ Business license copy;
④ Current report of capital verification;
⑤ Proof of validity of business registration address (certificate of property ownership or leasing contract);
⑥ Transfer of company share and amendment of the contract & articles of association original application documents;
⑦ The original written approval of transfer of company shares signed by the transferor and the transferee and other investors proving their agreement on waiver of preemptive right;
⑧ Resolution of Board of Directors;
⑨ Amendment of contract and articles after transfer of company shares signed by investor’s legal representative.
⑩ The registration certificate of the transferee, legal representative proof copy, and reference letter of foreign investors’ banking credibility (The new investor should provide the notarized document of local notary public and local authentication document from local Chinese Embassy and Consulates. For those countries have no diplomatic relation with China, should first ask the embassy of a third country, who has both relations with China and the investor country for an authentication document. Then Chinese Embassy will authenticate it. If it is an offshore company, the company should provide its non-offshore investor’s registration proof);
⑪ The name list of the Board of Directors after the transfer (original document);
⑫ For the Chinese investor with state-owned assets investments who transferred its shares in the company, a written reply of agreement on the transfer of the shares from the Chinese investor’s supervisory department, Assessment report of state-owned assets and the confirmation of the above assessment report from State-owned asset management sector, Property transaction contract and property transaction contract voucher (original documents) verified by United Assets and Equity Exchange should be provided.
⑬ The former contract and articles of association copy;
⑭ The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
⑮ If the foreign-funded enterprise needs to change its form of operation because of the transfer of company shares, it should provide a statement of the foreign-funded enterprise’s employees’ labor relation original documents;
⑯ Other pertinent documents
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
2. Alteration of Approval Certificate:
① Pertinent forms;
② Former Approval Certificate with duplicate;
③ The written reply copy of this alteration;
(III) Alteration of Total Investment & Registered Capital (10+5 Working Days)
1. Documents required for written reply application:
① The written reply of enterprise’s establishment or former alterations copy;
② Certificate of approval copy;
③ Business license copy;
④ Current report of capital verification;
⑤ Proof of validity of business registration address (certificate of property ownership or leasing contract);
⑥ Alteration of total investment & registered capital and amendment of the contract & articles of association original application documents;
⑦ Resolution of Board of Directors;
⑧ The amendment of the contract & articles of association signed by every investor’s legal representative (original document);
⑨ Report on feasibility is required for enterprises with expanded production capability;
⑩ The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
⑪ Other pertinent documents.
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
2. Alteration of Approval Certificate:
① Pertinent forms;
② Former Approval Certificate with duplicate;
③ The written reply copy of this alteration;
(IV) Alteration of Enterprise Name (10+5 Working Days)
1. Documents required for written reply application:
① The written reply of enterprise’s establishment or former alterations copy;
② Certificate of approval copy;
③ Business license copy;
④ Current report of capital verification;
⑤ Proof of validity of business registration address (certificate of property ownership or leasing contract);
⑥ Alteration of enterprise name and amendment of the contract & articles of association original application documents;
⑦ New approval Notification of Enterprise Name copy;
⑧ Resolution of Board of Directors;
⑨ Amendment of contract and articles after alteration signed by investor’s legal representative;
⑩ Name list of the members of Board of Directors;
⑪ Old contract & articles of association copy;
⑫ The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
⑬ Other pertinent documents
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
2. Alteration of Approval Certificate:
① Pertinent forms;
② Former Approval Certificate with duplicate;
③ The written reply copy of this alteration;
(V) Alteration of Registration Address (10+5 Working Days)
1. Required Documents for Written Reply:
① The written reply (copy) of enterprise’s establishment or former alterations ;
② Certificate of approval copy;
③ Business license copy;
④ Current report of capital verification;
⑤ Proof of validity of new business registration address (certificate of property ownership or leasing contract);
⑥ Alteration of registration address and amendment of the contract & articles of association original application documents;
⑦ Resolution of Board of Directors;
⑧ Amendment of contract and articles after alteration signed by all investor’s legal representative;
⑨ Old contract & articles of association copy;
⑩ The name list of the Board of Directors after the transfer (original document);
⑪ The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
⑫ For enterprise with alteration of production site, EIA report is required;
⑬ Other pertinent documents
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
2. Alteration of Approval Certificate:
① Pertinent forms;
② Former Approval Certificate with duplicate;
③ The written reply copy of this alteration;
(VI) Name Alteration of the Foreign Investing enterprise (10+5 Working Days)
1. Documents required for written reply application:
① The written reply of enterprise’s establishment or former alterations copy;
② Certificate of approval copy;
③ Business license copy;
④ Current report of capital verification;
⑤ Proof of validity of business registration address (certificate of property ownership or leasing contract);
⑥ Alteration of investing enterprise name and amendment of the contract & articles of association original application documents;
⑦ Resolution of Board of Directors;
⑧ Amendment of contract and articles after alteration signed by all investor’s legal representative;
⑨ Old contract & articles of association copy;
⑩ Written reply from authorities on investor's name alteration, name alteration approval from the administration Bureau of Industry and Commerce, Business License after the alteration.
⑪ The foreign investor should provide the resolution of the assets owner or the Board of Directors on its name alteration, the investor’s registration of alteration documents, and registration documents after its name alteration.
⑫ The name list of the Board of Directors after the transfer (original document);
⑬ The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
⑭ Other pertinent documents
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
2. Alteration of Approval Certificate:
① Pertinent forms;
② Former Approval Certificate with duplicate;
③ The written reply copy of this alteration;
(VII) Alteration of foreign-funded enterprise’s operating period (10+5 Working Days)
1. Documents required for written reply application:
① The written reply of enterprise’s establishment or former alterations copy;
② Certificate of approval copy;
③ Business license copy;
④ Current report of capital verification;
⑤ Proof of validity of business registration address (certificate of property ownership or leasing contract);
⑥ Alteration of operating period and amendment of the contract & articles of association original application documents;
⑦ Resolution of Board of Directors;
⑧ Amendment of contract and articles after alteration signed by all investor’s legal representative;
⑨ Old contract & articles of association copy;
⑩ The name list of the Board of Directors after the transfer;
⑪ The annual financial audit report of previous year;
⑫ The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
⑬ Other pertinent documents
2. Alteration of Approval Certificate:
① Pertinent forms;
② Former Approval Certificate with duplicate;
③ The written reply copy of this alteration;
(VIII) Alteration of Foreign-Funded Enterprise Capital Contribution Form (10 Working Days)
1. The written reply of enterprise’s establishment or former alterations copy;
2. Certificate of approval copy;
3. Business license copy;
4. Current report of capital verification;
5. Proof of validity of business registration address (certificate of property ownership or leasing contract);
6. Alteration of Capital Contribution Form and amendment of the contract & articles of association original application documents;
7. Resolution of Board of Directors;
8. Amendment of contract and articles after alteration signed by all investor’s legal representative;
9. Old contract & articles of association copy;
10. The name list of the Board of Directors after the transfer;
11. The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
12. Other pertinent documents
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
(IX) Alteration of the number of members in Board of Directors (10 Working Days)
1. The written reply of enterprise’s establishment or former alterations copy;
2. Alteration of the number of members in Board of Directors and amendment of the contract & articles of association original application documents;
3. Resolution of Board of Directors;
4. Amendment of contract and articles after alteration signed by all investor’s legal representative;
5. Report of capital verification;
6. Proof of validity of business registration address (certificate of property ownership or leasing contract);
7. Original name list of members in Board of Directors;
8. Old Contract & articles of association;
9. New name list of members in Board of Directors after alteration and a letter of appointment of the new Director from every investing party.
10. Former Approval Certificate, business license copy;
11. The original letter of commitment on the authenticity of the provided documents with company’s original seal and legal representatives’ signature;
12. Other pertinent documents
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
In the case which involves no amendment of contract and articles, the Industrial and commercial department can handle directly.
(X) Reduction of Foreign-Funded Enterprise’s Registered Capital (10+5 Working Days)
First Application:
1. Reduction of registered capital and amendment of the contract & articles of association original application documents (stating reasons for the reduction);
2. Resolution of Board of Directors;
3. Amendment of contract and articles after reduction of registered capital signed by all investor’s legal representative;
4. Report of capital verification copy stating that the original registered capital is fully funded;
5. Certificate of approval copy;
6. Business license copy;
Second Application:
1. Reduction of registered capital and amendment of the contract & articles of association original application documents (stating reasons for the reduction);
2. Resolution of Board of Directors;
3. Amendment of contract and articles after alteration signed by all investor’s legal representative;
4. Report of capital verification copy stating that the original registered capital is fully funded;
5. Certificate of approval copy;
6. Business license copy;
7. 3 Announcements in the newspapers within 30 days
8. Statement on surety of credit & debit in 45 days after the first announcement in the newspapers;
9. Name list of members in Board of Directors;
10. Old contract & articles copy;
11. The written reply of enterprise’s establishment or former alterations (original documents);
12. Other pertinent documents.
Notice: A letter of commission is required if the legal representative doesn’t sign the papers personally.
II. Alteration of Business License
(I) Alteration of Legal Representative
1. Original business license with duplicate and IC business license;
2. New legal representative’s ID copy;
3. Appointment letter of the new legal representative and the demission letter of the original legal representative;
4. Registration Form of Legal Representative;
5. Resolution or decision made in accordance with the law;
6. Application for Alteration of a Foreign-invested Enterprise;
7. Other pertinent document.
(II) Alteration of Enterprise Name
1. Application for Alteration of a Foreign-invested Enterprise;
2. Resolution or decision made in accordance with the law (original document);
3. Amendment of contract and articles of association after alteration signed by legal representative (original);
4. Approval Notification of Enterprise Name (original);
5. Business license with duplicate, electronic business license;
6. Other pertinent documents.
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(III) Alteration of Domicile
1. Application for Alteration of a Foreign-invested Enterprise;
2. Resolution or decision made in accordance with the law (original document);
3. Amendment of contract and articles of association after alteration signed by legal representative (original);
4. Proof of domicile dwelling;
Property certificate and copy for self-owned domicile; Contract of house leasing for rented house, and other proof of domicile dwelling if the applicant can’t provide Property certificate. If the landlord is a hotel, the business license of the hotel is required.
5. Business license with its duplicate, and electronic business license;
6. Other pertinent documents.
Registration office alteration: The application should be transacted in the company’s original registration office, and in some cases, the applicant should show the written reply from the new registration office to the original registration office; the applying company should apply the relocation and get the business license in its new registration office with the relocation approval letter from its original registration office (the certificate of approval and a written reply from the new registration office is required for cases which involve cross-jurisdiction of approving authority.)
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(IV) Alteration of Enterprise Type
1. Application for Alteration of a Foreign-invested Enterprise
2. Approval documents of approving authority (written reply and Certificate of Approval duplicate 1) (original documents);
3. Resolution or decision made in accordance with the law (original document);
4. Amendment of contract and articles of association after alteration signed by legal representative (original);
5. Business license with duplicate, electronic business license;
6. Other pertinent documents
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(V). Alteration of Total Investment and Registered Capital
1. Application for Alteration of a Foreign-invested Enterprise
2. Approval documents of approving authority (written reply and Certificate of Approval duplicate 1) (original documents);
3. Resolution or decision made in accordance with the law (original document);
4. Amendment of contract and articles of association after alteration signed by legal representative (original);
5. Report of capital verification (original);
If the enterprise want to plus its provident fund into registered capital, the report of verification should indicate that the remaining provident fund is no less than 25% of its former registered capital.
6. Announcement in newspaper and debt settlement report or proof of security for debt;
If the enterprise wants to reduce the registered capital, it should make its application after 45 days since its announcement in newspaper; the registered capital after reduction mustn’t be less than the required minimum.
7. Business license with duplicate and electronic business license;
8. Other pertinent documents.
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(VI) Alteration of Enterprise Paid-Up Capital
1. Application for Alteration of a Foreign-invested Enterprise;
2. Report of capital verification (original);
3. Business license with duplicate and electronic business license;
4. Other pertinent documents;
If the shareholder invested in other forms instead of currency, a proof of property transfer is required.
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(VII) Alteration of Investing Time and Approach
1. Application for Alteration of a Foreign-invested Enterprise;
2. Approval documents of approving authority (written reply and Certificate of Approval duplicate 1) (original documents)
3. Resolution or decision made in accordance with the law (original document);
4. Amendment of contract and articles of association after alteration signed by legal representative (original);
5. Business license with duplicate, electronic business license;
6. Other pertinent documents
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(VIII) Alteration of Term of Operation
1. Application for Alteration of a Foreign-invested Enterprise;
2. Approval documents of approving authority (written reply and Certificate of Approval duplicate 1) (original documents);
3. Resolution or decision made in accordance with the law (original document);
4. Amendment of contract and articles of association after alteration signed by legal representative (original);
5. Business license with duplicate, electronic business license;
6. Other pertinent documents.
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(IX). Alteration of Business Scope
1. Application for Alteration of a Foreign-invested Enterprise;
2. Approval documents of approving authority (written reply and Certificate of Approval duplicate 1) (original documents)
3. Resolution or decision made in accordance with the law (original document);
4. Amendment of contract and articles of association after alteration signed by legal representative (original);
5. Business license with duplicate, electronic business license;
6. Pre-approval documents or certificate;
7. Other pertinent documents
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(X) Transfer of Company Shares
1. Application for Alteration of a Foreign-invested Enterprise;
2. Approval documents of approving authority (written reply and Certificate of Approval duplicate 1) (original documents)
3. Amendment of contract and articles of association after alteration signed by legal representative (original documents);
4. Agreement on the Transfer of Company Shares (Original documents);
5. Statement of other investors on agreement of the transfer.
6. Main-body qualification of the transferee;
① If the foreign investor is a company, the required documents are as follows, business registration proof (copy) with Chinese translation (original), notarized document (original document)of local notary public and the certification (original document) from local Chinese embassy, and the legal representative’s ID copy;
② If the foreign investor is natural person, his/her Passport and copy are needed (copy of Passport’s first page and immigration seal page);
③ For foreign-funded enterprise, China investor’s business license copy, legal representative’s ID copy with public seal are needed;
7. Legal documents to authorize power of attorney (original document);
8. Business license duplicate copy (with public seal), electronic business license;
9. Other pertinent documents.
The written verdict is needed if the transfer is adjudicated by the people's court.
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(XI) Name Alteration of Investor
1. Application for Alteration of a Foreign-invested Enterprise;
2. Approval documents of approving authority (written reply and Certificate of Approval duplicate 1) (original documents)
3. Documents proving investor’s name alteration(original documents);
Documents proving name alteration approval from authority; the documents proving foreign investor’s name approval should be certificated in local Chinese Embassy after being notarized in its superior department in its own country. If the country has no diplomatic relations, it should notarize its document in a third country’s Embassy which has diplomatic relations with both China and with its own country then the Chinese Embassy in that third country will notarize the documents. Documents from country’s oversea territories should be notarized in diplomatic organizations after being notarized in its area, then Chinese Embassy will notarize the documents. For Investor in Hong Kong, Macau, and Taiwan, the notarized document is required in accordance with local law.
4. Amendment of contract and articles of association after alteration signed by legal representative (original documents);
5. Business license duplicate copy (with public seal), electronic business license;
6. Other pertinent documents.
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
(XII) Filings for Directors, Supervisors and Managers
1. Application for Alteration of a Foreign-invested Enterprise;
2. Dismissal letter of the former director, supervisor and manager; the mission letter and ID copy of the new director, supervisor and manager; the generation of the new director, supervisor and manager should agree with the rules written in articles of association.
3. A form describing director, supervisor and manager’s status (original document);
4. Business License copy (with public seal),and electronic business license;
5. Other pertinent documents
Notice: For items which are not indicated as “original”, the copies are acceptable. There should be a statement as “The copy agrees with the original” and the applicant’s signature or the public seal on the copy.
III. Alteration of Filing and Registration Form of Foreign trade Operators
1. Original Filing and Registration Form of Foreign trade Operators (or Import and export qualification certificate);
2. Business license;
3. Certificate of approval and copy;
4. For privately or individually owned-business (sole proprietor), the notarized proof of property and reference letter of banking credibility (Not necessary if no alteration is involved.)
5. Legal representatives’ ID copy (Not necessary if no alteration is involved.)
6. For errors in the form or alteration for enterprise English name, and a new filing and registration form is needed, there should be a written explanation.
IV. Self-Inspection Registration Filing Application
1.Self-inspection registration or filing information alteration application form with public seal and legal representative seal;
2. Self-inspection registration filing paper (original document);
3. Business license and enterprise organization code certificate and a copy for each (with public seal);
4. People's Republic of China Import and Export Enterprise Qualification Certificate, or The Filing Form of foreign trade operators Registration, or the certificate of approval for establishment of enterprises with foreign investment, or certificate of approval for Taiwan, Hong Kong and Macao-funded enterprises. The above item 4 is not necessary if the enterprise doesn’t have the right to operate import and export (depends on the actual business scope on the business license).
V. Alteration of Foreign Exchange Registration Certificate
1. Application letter (stating contents to be altered);
2. Original foreign exchange registration certificate;
3. New business license, certificate of approval copy (with public seal);
4. Time needed: Finish on that day;
5. No charge.
VI. Alteration of Customs Registration Certificate
1. New business license with duplicate copy, approval document and copy;
2. Customs registration certificate;
3. If the enterprise has ever applied for alteration of Record Filing and Registration of Foreign Trade Operators, it should provide new Record Filing and Registration of Foreign Trade Operators and its copy;
4. Customs application management person’s situation statement form (with public seal)
5. If the enterprise wants to apply for operation right of import and export, and distribution right, it need to provide Record Filing and Registration of Foreign Trade Operators copy, and new certificate of approval;
6. For alterations of registered capital and investor, the foreign-funded enterprise should provide new certificate of approval. The Chinese-funded enterprise should provide amendment of articles of association copy and the filing and registration form of Customs application enterprise;
7. For alteration of legal representative, Customs application management person’s situation statement form is required;
8. For name alteration, an application letter is required (stating whether the company has applied for bonded warehouse, processing manual, registration book of bonded goods), new Record Filing and Registration of Foreign Trade Operators copy, registration book of bonded goods (not necessary if not applied before), filling form of Customs seal;
Notice: Usually the name alteration is finished at the spot. After the name alteration, every document for Customs application will use the new name. So the person in charge of Customs application need to be on the scene.
9. For alteration of business type, a situation statement, registration book of bonded goods (not necessary if not applied before), the form on alteration of enterprise code and other pertinent documents are required,
10. Resolution of Board of Directors;
11. The letter of appointment.
Notice: Because of the code alteration, the business of the enterprise might be influenced to some extent. The person in charge of the Customs application should be on the scene.