In Chinese business law, business entity filing refers to the process of documenting and registering a business entity’s formation, changes to its operations and structure, and termination of business activities. In China, the entity formation is handled by the Administration for Market Oversight, but additional filings for foreign investors during entity formation are handled by the Commerce Ministry.
Business Entity Filing Process
Filing for business entity formation is essential for any entity to legally operate in China and be protected under Chinese law. Such protection extends to registered foreign owned entities and ensures that their rights, including intellectual property rights and property rights, are adequately protected. Furthermore, filing may also entitle foreign owned entities to preferential tax treatment. The National Administration for Market Regulation is the primary government market regulatory agency responsible for overseeing business filing in China, followed by local government market regulatory agencies authorized by the Administration.
Business entity filing is categorized into three types: formation, change, and termination. Formation filing involves documenting essential information required by registering offices during formation, while change filing refers to the filing of adjustments to previously registered information, and termination filing is necessary when winding up a business entity.
Filing Considerations for Foreign Owned Entities
Entity filing in China presents unique considerations when foreign investors are involved. As described in CBL’s translation of the PRC Foreign Investment Act and regulations, foreign owned entities, including wholly foreign-owned enterprises, China-foreign joint ventures, and China-foreign collaborative joint ventures, are required to submit a comprehensive set of documents. These documents include the name pre-approval application, articles of incorporation, credit reports for foreign investors, and proof of principal place of business for the new entity. Moreover, foreign owned entities may also be required to submit other documents as mandated by their jurisdictional registering office.
Comparative Law
The business entity filing process done online in China is fairly similar to the business entity filing process done by the Delaware Division of Corporations (https://icis.corp.delaware.gov/ecorp2/), a US jurisdiction known for emphasizing following best practices in its filing process.
Further Reading
See our comprehensive resources on China’s Foreign Investment Law.
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