Archives 六月 2018

How to get Certificate of Non Criminal Conviction

For many foreigners who travel to China and spend some time time here, at some point after they leave China, they may need to provide a form showing that they were law abiding residents while in China. The demand for such a form comes up often. For instance, if a US resident spends 1 or 2 years in China, then returns to the US, and she applies for a Security Check Clearance (for instance, because her place of employment requires this check), then that US resident must get a form from the authorities here in China. In such cases, the US resident would need to contact the authorities here in China (either immigration or police authorities), to ask them to provide a form showing that she was in good legal standing during her stay in China. In China, this form showing legal standing is called: “No Criminal Convictions Certificate”.

However, for most foreigner who leave China, the task of getting this certificate / form is both difficult and impractical because they are not familiar the Chinese legal procedures for obtaining such forms, and also because they are not present in China to manage the process of getting this form. In such cases, the foreign citizen could contact our law firm to assist them in obtaining the form on behalf of her, from the appropinquate Chinese authorities.

If you a foreigner who spent a lengthy period of time in any city / province in China (for example, six months or above), and you need such a form, then read on to learn more about how we can help you in this matter.

To give you a snapshot of the process, first we would need to obtain some documents from you. Second, we would proceed to submit the document on your behalf to the concerned authorities in which ever city or province that you resided in while you were in China. Third, we would than follow up with the authorities until we receive the required certificates. And lastly, we would email and mail the forms or certificates to you.

Regarding the first step, you would need to send us the following documents:

1] A signed Power of Attorney form that we would send to you, and ask you to sign and email to us. It will authorize our firm to deal on your behalf with the Chinese authorities.
2] A photocopy of each page in your passport
2] A photocopy of each page of your Visa Entry to China (if not already included in your passport)
3] A letter written by you explaining the nature of your stay in China. You could explain why you were in China (probably for work or school.), where you worked/ studied, and how long you stayed, among any other details you feel are relevant.
4] A Certification / Letter / or Contract that you received from your employer or school in China, documenting your status in the city and your relationship to the establishment.
5] A completed Bank Transfer Transaction to the Bank of our firm, to pay us for the cost of the service.

You could either email these documents to us, or send them by mail. We would then proceed to acquire the necessary documents, and send them to you as soon as we retrieve them.

The processing time frame for the Authorities to provide the form is 2-3 weeks; that time excludes the time it would take for you to ship the documents to us, and for us to ship them to you.

if you have any question about this theme, contact us. law_021@163.com  Wechat:  law021

How to dismiss employees in china

As several high profile labour disputes having arisen between foreign employers and local workers in 2010, now is the time to make sure that your company is following legal procedures before laying off workers. Local lawyer Erex Chen of V&T law firm in Shanghai explains how to handle this important HR process without risking legal trouble.

While well-prepared companies have human resources procedures in place for most situations, the rapid development of China’s labour regulations mean that you need to constantly update these procedures to ensure that they continue to conform to the latest government guidelines.

Regarding laying off of employees, on January 8, 2009, the Shanghai Human Resources and Social Security Bureau promulgated a “Notice on Implementation of Employee Layoff Report by Employers”, which provides legal guidance for companies which need to lay off employees because of economic difficulties. This notice, taken together with the Employment Contract Law of the PRC, means that companies considering laying off team members for economic reasons will need to first consider the following points:

Defining a Layoff Under Chinese Law

According to Article 41 of China’s Employment Contract Law, a layoff may be defined as follows:

If any of the following circumstances makes it necessary to reduce workforce by 20 persons or more or by a number of persons that is less than 20 but accounts for 10 percent or more of the total number of the enterprise’s employees, the Employer may reduce the workforce after it has explained the circumstances to its labour union or to all of its employees 30 days in advance, has considered the opinions of the labour union or the employees and has subsequently reported the workforce reduction plan to the labour bureau:

restructuring pursuant to the Enterprise Bankruptcy Law;

serious difficulties in production and/or business operations;

the enterprise switches production, introduces a major technological innovation or revises its business method, and after amendment of employment contracts, still needs to reduce its workforce; or
other major change in the objective economic circumstances relied upon at the time of conclusion of the employment contracts, rendering them unperformable.

Therefore, a layoff under China law refers to situations where the employer needs to reduce workforce by 20 person or more or by a number of persons that is less than 20 but accounts for 10 percent or more of the total number of the company’s employees.

Working With union s and Employees Before Layoffs

Based on Article 41 of the Employment Contract Law, if any of the above four conditions is satisfied, the employer has the option of laying off employees. For companies which are suffering economic difficulties, the second condition i.e. serious difficulties in production and/or business operations can apply.

However, it should be noted that, even in cases that meet the criteria above, the layoff process cannot be a unilateral action by the employer. The employer needs to confer with the labour union or announce to all of its employees 30 days in advance, consider their opinion and report the workforce reduction plan to the local labour bureau. Only after this condition is satisfied will the employer be allowed to lay off its employees.

Submitting a Workforce Reduction Plan to the Labour Bureau

According to the Notice, when an employer submits a workforce reduction plan to the labour bureau, the following documents are required:

The employer’s Business License and labour union Legal Person Certificate. If there is no labour union in the company, then the employer shall provide a list of employee representatives elected by all employees to represent them;

Personal data of the labour union representative or employee representatives, including name, ID number, position, and other employment information;

The Workforce Reduction Plan, which shall include the number of employee to be laid off, the proportion of laid-off employees, a list of employees to be laid-off (including name, ID number, and employment term), the standard of severance payment and any remedial measures taken by the employer.

Information regarding the employer’s explanation of the rationale for layoffs as presented to the labour union or all employees.

Strictly speaking, the labour bureau’s role is to examine the Workforce Reduction Plan and it has no right to approve or rejct the Plan. However, in actual practice, the labour bureau may use its influence to urge the employer to restructure the layoff plan or avoid the layoff altogether. With this in mind, it is imperative for the employer to prepare carefully before presenting the workforce reduction plan and to seek advice from professionals experienced in this process wherever possible.

Which People to Layoff

According to the law, the employer shall also realize the following issues in the process of layoff:

According to Chinese labour laws, when reducing the workforce, employers should place a priority on retaining the employees that meet the following criteria:

Persons who have concluded with the company fixed-term employment contracts with a relatively long term;

Persons who have concluded open-term employment contract with the employer;

Team members who are the only ones in their families to be employed and whose families have an elderly person or a minor for whom they need to provide support.

However, during the process of layoff, some companies may try to retain new employees with strong work ability but lay off old employees who have may have worked at the company for a long time but whose performance may be deemed lacking. This may cause dispute if it is not handled properly.

Paying Severance

Along with identifying the right people to lay off, perhaps the greatest risk for disputes regarding layoffs arises from paying severance according to legal regulations. Chinese labour law spells out the requirements for severance pay to laid off workers clearly, and employers will need to abide by these guidelines if they are avoid conflict.

Severance payment shall be based on the number of years that an employee has been working for the company at the rate of one month’s salary for each full year worked.
Any period of not less than six months but less than one year shall be counted as one year.
The severance payment payable to an employee for any period of less than six months shall be half of his monthly salary.

Rehiring After a Layoff

If an employer should find that it needs to hire again within six months of reducing its workforce, the company is required to give notice of this hiring to any persons laid off and hire them back on a preferential basis over new employees.

Employment Contract

Employment Contract

Employer: ABC Incorporation
Legal Representative:
Position:
Address:
Post code:

Employee: A
Name: Gender:
Address: Nationality:
ID Card No.:
Date of Birth:

This Contract is signed on a mutuality voluntary basis by and between the following Employer and Employee in accordance with the Labor Law of Peoples Republic of China.”
1.Term of the Contract:
The term of this contract is for _____ years and shall commence on
_____,_____, and shall continue until _____,_____, unless earlier terminated pursuant to this Contract. The Employee shall undergo a probationary period of ___months.
2.Job Description:
The Employer agrees to employ Mr./Ms.________(name) as ________(job title) in ________Department, located in ________(office location and city).
3. Remuneration of Labor
a.The salary of the Employee shall be monthly paid by the Employer in accordance with applicable laws and regulations of P.R.C. It shall be paid by legal tender and not less than the standard minimum salary in Shanghai.
b. The salary of the Employee is RMB$______ per month in the probationary period and RMB$ _____ after the probationary period.
c. If the delay or default of salary takes place, the Employer shall pay the economic compensation except the salary itself in accordance with the relevant laws and regulations.
4.Working Hours & Rest & Vocation
a.The normal working hours of the Employee shall be eight hours each day, excluding meals and rest for an average of five days per week, for an average of forty hours per week.
b.The Employee is entitled to all legal holidays and other paid leaves of absence in accordance with the laws and regulations of the PRC and the company s work rules.
c. The Employer may extend working hours due to the requirements of its
production or business after consultation with the trade union and the Employee ,but the extended working hour for a day shall generally not exceed one hour; If such extension is called for due to special reasons, the extended hours shall not exceed three hours a day. However, the total extension in a month shall not exceed thirty-six hours.
5.Social Security & Welfare
a.The Employer will pay for all mandatory social security programs such pension insurance, unemployment insurance, medical insurance of the Employee according to the relevant government and city regulations.
b.During the period of the Contract, the Employee’s welfare shall be implemented accordance with the laws and relevant regulations of P.R.C.
6.Working Protection & Working Conditions
a.The Employer should provide the Employee with occupational safety and health conditions conforming to the provisions of the State and necessary articles of labor protection to guarantee the safety and health during the working process.
b.The Employer should provide the Employee with safety education and technique training; The Employee to be engaged in specialized operations should receive specialized training and acquire qualifications for such special operations.
c. The Employee should strictly abide by the rules of safe operation in the process of their work.
7.Labor Discipline
a.The Employer may draft bylaws and labor disciplines of the Company, According to which, the Employer shall have the right to give rewards or take disciplinary actions to the Employee; b.The Employee shall comply with the management directions of the Employer and obey the bylaws and labor disciplines of the Employer.
c.The Employee shall undertake the obligation to keep and not to disclose the trade secret for the Employer during the period of this Contract; This obligation of confidentiality shall survive the termination of this Contract for a period of two (2) years.
8.Termination, Modification, Renew and Discharge of the Contract
a. The relevant clauses of the Contract may be modified by the parties:
i.The specific clause is required to be modified by the parties through
consultation;
ii.Due to the force majeure, the Contract can not be executed;
iii.The relevant laws and regulations have been modified or abolished by the time of signing the Contract.
b.The Contract may be automatically terminated:
i) This Contract is not renewed at the expiration of this Contract;
ii) The Employer is legally announced to be bankruptcy, dismissed, or canceled;
iii)The death of the Employee occurs;
iv) The force majeure takes place;
v)The conditions of termination agreed in the Contract by the parties arise.
c.The Contract may be renewed at the expiration through consultation by the parties with the fulfillment of the procedure within 15 days to the expiration;
d. The Contract may be discharged through consultation by the parties;
e.The Contract may be discharged by the Employer with immediate effect and the Employee will not be compensated:
i.The Employee does not meet the job requirements during the probationary period;
ii.The Employee seriously violates disciplines or bylaws of the Employer;
iii.The Employee seriously neglects his duty, engages in malpractice for selfish ends and brings significant loss to the Employer;
iv.The Employee is being punished by physical labor for its misfeasance
v.The Employee is being charged with criminal offenses:
f.The Contract may be terminated by the Employer by giving notice in written form 30(thirty) days in advance:
i.The Employee fails ill or is injured to (other than due to work) and after completion of medical treatment, is not able to perform his previous function or any other function the Employer assigns to him;
ii.The Employee does not show satisfactory performance and after training and adjusting measures is still not able to perform satisfactorily;
iii.The circumstances have materially changed from the date this Contract was signed to the extent that it is impossible to execute the Contract provided, however, that the parties cannot reach an agreement to amend the contract to reflect the changed circumstances.
iv.The Employer is being consolidated in the legal consolidation period on the brink of bankruptcy or the situation of business is seriously in trouble, under such condition, it is required to reduce the employee.(in legal procedure)
g.The Employee shall not be dismissed :
i. The Contract has neither expired nor conformed to 8.d,8.e,8.f,8.g;
ii.The Employee is ill with occupational disease or injured due to work and has been authenticated fully or partly disabled by the Labor Authentication Commission in  County, Shanghai.
iii. The Employee is ill or injured (other than due to work) and is within the period of medical leave provided for by applicable PRC law and regulations and Company policy;
iv.The Employee is woman who is pregnant, on maternity leave, or nursing a baby under one year of age; or
iii.The applicable PRC laws and regulations otherwise prohibit the termination of this Contract.
h.The Contract may be discharged by the Employee by giving notice in written form 30(thirty) days in advance. However, the Employee may inform the Employer to discharge the Contract at random under the following occasions:
i.The Employee is still in the probationary period;
ii.The Employer force the Employee to work by violence, duress or illegal restriction to physical freedom;
iii. The Employer does not pay the remuneration of the Employee accordance with the relevant clause in the Contract;
iv.The Employer violates the relevant regulations of State or Tianjin for its terrible safe and health condition, which is harmful to the Employee’s health.
I.The Contract can not be terminated by the Employee before the expiration if not conforming to 8.d, 8.h,
j. The Employer shall pay the economic compensation to the Employer if the Contract is terminated conforming to 8.d,8.f,8.h.i-8.h.iv. Additional fee for medical allowance should be paid to the Employee if the Contract is terminated conforming to 8.f.i.
9.Breach Liabilities
a. Due to either party’s fault, if breaching the Contract, that party shall undertake the breach liability according to the extent to the performance of the Contract; if the parties both breach the Contract, they shall undertake its separate liability according to the concrete situation.
b. Due to either party’s fault, if breaching the Contract to damage the other party. The damage should be compensated by the faulty party accordance with the relevant laws and regulations of PRC.
c.Due to the force majeure, causing the non-performance or the damages to either party, the other party may not undertake the breach liability;
c.The Employee wants to resign and has received training provided by the Employer, the Employee shall compensate for the training cost. The method of compensation should be fixed according to the relevant company regulations as follows:
The Employee shall compensate RMB_______ within ___year(s) in the Company if the Contract is terminated by the Employee at his cause;
The Employee shall compensate RMB_______ within ___year(s) in the Company if the Contract is terminated by the Employee at his cause;
The Employee shall compensate RMB_______ within ___year(s) in the Company if the Contract is terminated by the Employee at his cause;
10.Labor Disputes
Where a labor dispute between the parties takes place during the performance of this Contract, the parties concerned may seek for a settlement through consultation; or either party may apply to the labor dispute mediation committee of their unit for mediation; if the mediation fails and one of the parties requests for arbitration, that party may apply to the labor dispute arbitration committee for arbitration. Either party may also directly apply to the labor dispute arbitration committee for arbitration within 60 days starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a peoples court within 15 days of the date of receiving the ruling of arbitration

Employer: (official stamp)                                                                                  Employee:
Representative :
Address:                                                                                                                 Address:
Date:                                                                                                                       Date:

Note: Different company has different feactures, so if you want an employment contract for your company. Please contact us, we can help you draft an appropriate contact. Wechat  Law021

What is favorable for the obtaining of child custody?

Pursuant to Article 36 and Article 37 of Marriage Law of the P.R.C, as for child custody after divorce, the general principle is that it shall be favorable to child’s healthy physical and mental development of based on their legal rights and interests. Parents’ economic capacity and living conditions concerning child custody and so on shall be taken into account. Detailed Provisions of the Supreme People’s Court on Some Issues concerning Child-care in Divorce Cases by the People’s Court was issued in November.3.1993, which gives a detailed description of courts’ judicial principles in conducting child-care issues in divorce cases and has some meanings for guidance in practice.
From the angle of the female party, what kinds of conditions are favorable for her to obtain the child-care right?
①Child within two full years of life shall live with mother. Child in babyhood needs mother’s nursing, as mother can give more consideration and care to child.
②Child over two full years of life is favorable to be raised by mother, if the female party has done the sterilization operation, while the male party hasn’t and both parties have little gap in age.
③Child living with mother all the time is favorable to be raised by mother, thus living with father will have more impacts on their living habits and development.
④Under the prerequisite that both parties’ child custody conditions, such as working stability and salary, are similar, if the male party bears faults for breakdown of marriage, for example, there is evidence for his extramarital affairs, it is favorable for the female party to obtain the child-care right.
⑤If the male party has unhealthy habits, such as gambling, drinking, etc, which do some harms to child’s healthy development, it is favorable for the female party to obtain the child-care right,
⑥Both parties have no distinct faults and they have similar living conditions, if the female party has better moral quality and more time in looking after child, it is favorable for her to obtain the child-care right.
⑦Child over ten full years of life can make decision to live with mother on their own will.

The Registration of a Representative Office in China

According to Chinese laws and regulations, foreign Companies may set up a Representative Office (“RO’) in China. However, unless specially approved, the Representative Office of a foreign company is only allowed to conduct indirect commercial activities, such as business liaison/contact, introduction of products, market research, business information gathering, technology information exchange, and other preparatory and auxiliary work, for the foreign company within the company’s business scope. A RO is usually not allowed to conduct direct business activities, such as purchase and/or sale of goods in its own name.

The Government Fees for the Establishment of a RO

The government fees include relevant registrations fees, such as the Industry and Commerce Registration Fee (RMB600), the tax registration fee (RMB30), code registration fee (RMB150). The total amount of government fees is around RMB900 (USD120).

The annual renewal fee for a RO is RMB300 (USD37).

Registered Capital

No registered capital is required for the registration of a RO.

Documents Needed for the Registration of a RO

The basic documents needed are as follows:

(1) The original Business Registration Certificate of the foreign company, issued by the local registration authority of the country/region where the company is located. If the said Certificate is a photocopy, it needs to be notarized in the country/region where the company is located, or to be legalized by a Chinese embassy/consulate in the country/region where the company is located.

(2) The original bank reference letter issued by a bank in the country/region where the company is located.

(3) The tenancy contract for the use of an office in China by the RO, with a term of at least one (1) year, which needs to be registered with the local house administration office in China, together with a photocopy of the landlord’s Ownership Certificate. Only houses for business use are allowed to be rented as an office of a RO, houses for residence use are not allowed to be used as an office

(4) The Appointment Letter (to appoint the Chief Representative of the RO) issued by the foreign company, signed by the chairman of the board of directors of the company, and stamped by the company if it has a stamp.

All the above documents shall be in Chinese. If some of them are in foreign language, they need to be translated into Chinese.

We will help our clients to prepare the documents needed. On the above list, documents (3) and (4) could be drafted by our law firm for our clients.

Taxation

According to the Chinese tax laws and regulations, whether a RO needs to pay tax or not depends on the nature of the RO and the activities it conducts.

There are mainly two kinds of tax which a RO needs to pay. One is called the Business Tax, the other the Corporate Profit Tax.

RO is exempt from taxation if:

• It conducts activities such as business information gathering, liaison and other preparatory and auxiliary work in China for its headquarters to produce goods or sell the goods produced by the headquarters itself; or,

• It conducts activities such as business information gathering, liaison and other preparatory and auxiliary work in China for its headquarters’ trading of the goods owned by the headquarters itself; or,

• It is entrusted by companies in China to be agent for the exports of goods from China.

The Chief Representative of a RO

Either Chinese or foreigner can be appointed by the headquarters.

Procedure & Documents for Registration of Foreign and Chinese Joint Venture

注册外资公司——外商独资企业的流程和所需提交的文件:
Procedure & Documents for Registration of Wholly Foreign-owned Enterprise:
一、注册外资公司提交商务委流程: (Shanghai Foreign Economic relation & trade Commission)
办理时限:15个工作日 (Procedure: 15working days)
注册外资公司申请应当提交下列文件:(Documents for registration of establishment of a Foreign-Invested company)
1. 设立申请书
Application for Registration ;
2.投资者的银行资信证明(原件)
The bank credit certificate of the foreign investors;(Original copy);
3.法定代表人任职文件和身份证明复印件
Photocopies of documents of appointment and proof of identification for legal representative;
4.公司章程
Articles of association (Original copy);
5.可行性报告
Feasibility report (Original copy);
6.投资者的主体资格证明或自然人身份证明;其中外国投资者注册登记证明或身份证明应当经所在国家公证机关公证并经我国驻该国使(领)馆认证。香港、澳门和台湾地区投资者的注册登记证明或身份证明应当依法提供当地公证机构的公证文件;
Proof of subject qualification or proof of identification as a natural person for investors;
The Proofs above should be certified by a notary public, and authenticated by the Chinese embassy or consulate of the country of investors. The Proofs above of Hong Kong-, Macao- or Taiwan-Investors should be certified by their native legal notary public;
Photocopies of documents of appointment and proof of identification for directors, supervisors and managers
7.董事、监事和经理的任职文件及身份证明复印件;
Photocopies of documents of appointment and proof of identification for directors, supervisors and managers;
8.《名称预先核准通知书》
“The notification of name pre-approval”(Original copy);
9.房产证复印件和租赁协议原件(须经公证并报辖区房地产交易中心备案)
Original lease of foreign company residence and the duplicates certificate of real estate (should be certificate by notary public and keep on record in certain real estate management center);
10.如为特殊行业则需要提供前置审批部门的许可证书或批复(原件)
Pre-approval document or certificate. For some special industry which laws or regulations claim that must be Pre-approved by the approval authority (Original copy).
11.主管外经委要求提供的其他有关证件、证明、资料。
The Commission in charge requests the other relevant certificates , proofs ,documentations;

备注:以上未注明提交原件的,可提交复印件;提交复印件的,应当注明“与原件一致”并由投资人加盖公章或签字; 以上各种文件文字为外文的,须由有合法翻译资格的单位出具的中文翻译件。
(Note:All documents above which are not requested to offer original copies can offer duplicate copies;All duplicates should be written with “same with the original copy” on the documents, and stamped or signed by investors;If some documents above in English which have to be translated into Chinese by a legal translation unit.)

二、注册外商独资公司提交工商流程: (Shanghai Administration of Industry and Commerce)
办理时限:10个工作日 (Procedure: 10working days)
申请工商注册应当提交下列文件(Documents for registration of establishment of a Foreign-Invested company)
1. 拟任法定代表人签署的《设立外商投资企业的申请书》(需原件并附法人代表2寸彩色证件照片1张);
“The Establishment Registration Application Form for Foreign Invested Enterprises” by the legal representative to be appointed (should offer original copy and one sheet of 2 inches passport photo of the legal representative);
2.外经委的批准文件(经营范围涉及前置审批的需提供相关审批部门的许可证书副本和批复件原件)
The approval document issued by Shanghai Foreign Economic relation & trade Commission; Pre-approval document or certificate for some special industry which laws or regulations claim that must be Pre-approved by the approval authority (one duplicate of official reply and approval certificate);
3.公司章程
Articles of association (original copy);
4.《名称预先核准通知书》(原件)
“The notification of name pre-approval” (original copy);
5.投资者的主体资格证明或自然人身份证明复印件;其中外国投资者注册登记证明或身份证明应当经所在国家公证机关公证并经我国驻该国使(领)馆认证。香港、澳门和台湾地区投资者的注册登记证明或身份证明应当依法提供当地公证机构的公证文件;
Duplicate proof of subject qualification or proof of identification as a natural person for investors;
The Proofs above should be certified by a notary public, and authenticated by the Chinese embassy or consulate of the country of investors. The Proofs above of Hong Kong-, Macao- or Taiwan-Investors should be certified by their native legal notary public;
6.董事、监事和经理的任职文件及身份证明复印件
Photocopies of documents of appointment and proof of identification for directors, supervisors and managers;
7.法定代表人的任职文件和身份证明复印件
Photocopies of documents of appointment and duplicate proof of identification (or passport ) for legal representative;
8.房产证复印件和租赁协议原件(须经公证)
Original lease of your company residence and the duplicates certificate of title of the owner (should be certificate by notary public);
9.法律文件送达授权委托书(原件);由外国投资者(授权人)与境内法律文件送达接受人(被授权人)签署。
Letter of authorization for service of legal documents (original copy);
The letter is made by authorizer (a Foreign-Investor) and authorized Person (a recipient whom receives all legal registration documents service within borders of China)
10.主管工商部门要求提供的其他有关证件、证明、资料。
The administration in charge requests the other relevant certificates , proofs ,documentations;

三、注册外商独资公司办理代码流程: Organization Code
办理时限:1个工作日 (Procedure: 1 working day)
申请组织机构统一代码证应当提交下列文件(Documents for application the unified organizational code):
1.企业提交营业执照原件和复印件,其中外资企业还应携带外商投资企业或台港澳投资企业批准证书的原件和复印件,法人代表的身份证(或护照)复印件。
Original and duplicate business licenses;The approval document issued by Shanghai Foreign Economic relation & trade Commission; Pre-approval document or certificate for some special industry which laws or regulations claim that must be Pre-approved by the approval authority (one duplicate of official reply and approval certificate);Duplicate identification (or passport)for legal representative;
四、注册外商独资公司办理税务流程: Taxation
办理时限:4个工作日 (Procedure:4 working days)
申请应当提交下列文件(Documents for registration of establishment of a Foreign-Invested company:)
1.营业执照或者其他核准执业证件的原件及复印件 Original and counterpart business licenses or other similar permit of business operation;
2. 组织机构统一代码证原件和复印件 An original and duplicate unified organizational code;
3. 法定代表人身份证、护照或者其他证明身份的合法证件 The ID card, passport or other valid ID certificate of the legal representative, or responsible member of owner.

4、注册地址、生产经营地址的房地产所有权或使用权证书或租赁证明 Registration address, business produce address duplicate certificate of company domicile or original lease of your company residence and the duplicates certificate of title of the owner;

5. 有关合同、章程及协议书复印件 A duplicate contract, agreement and articles of association;

6. 依法设立的验资机构出具的验资报告(原件和复印件)Investment verification report issued by a legally established investment verification authority (original or duplicate report);

7. 主管部门批准设立证书原件及复印件 Original and duplicate of Department in charge of industry and commerce reply and approval certificate;

8.银行帐号证明 Certificate of opening a bank account;

9.如属分支机构,应提供总机构的营业执照和税务登记证件 A branch should offer the business license and tax registration certificate of headquarters;

10.如属多方投资组成,应提供投资各方的税务登记证件 If an enterprise is made by several investors the every investor should offer his tax registration certificate;
11.主管税务机关要求提供的其他有关证件、证明、资料 The administration in charge requests the other relevant certificates , proofs ,documentations;

备注:上述证件、证明、资料,除税务登记证件应提供正副本原件外,其他证件、证明、资料,纳税人应提供原件一份和复印件二份,经主管税务机关审核无误后,其他证件、证明、资料的原件退还纳税人(除需留存原件外),复印件留存主管税务机关和税务登记受理处归档。
Note:Except the tax registration certificate should offer the original and counterpart, all certificates, proofs, documentations above, taxpayers should offer one original copy and two duplicate copies to the administration in charge, after the administration verify without mistakes, the original copies will return to taxpayers ( except those which should be keep with original copies), duplicates will keep in the archives.

主要法律依据
1. 《中华人民共和国公司法》The Company Law of the People’s Republic of China
2. 《中华人民共和国公司登记管理条例》Regulations of the People’s Republic of China on the Administration of Company Registration
3. 《中华人民共和国企业法人登记管理条例》Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures
4. 《中华人民共和国企业法人登记管理条例施行细则》Rules for implementation on Regulations of the People’s Republic of China on the Administration of Incorporating Enterprises as Legal Persons
5. 《中华人民共和国外资企业法》Law of the People’s Republic of China on Wholly Foreign Owned Enterprises
6. 《中华人民共和国外资企业法实施细则》Rules for implementation on Law of the People’s Republic of China on Wholly Foreign Owned Enterprises
7. 《中华人民共和国中外合资经营企业法》Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures
8. 《中华人民共和国中外合资经营企业法实施细则》Rules for the Implementation of the Law of the People’s Republic of China on Chinese-foreign Equity Joint Ventures
9. 《中华人民共和国中外合作经营企业法》Law of the People’s Republic of China on Chinese-foreign Cooperative Enterprises,
10. 《中华人民共和国中外合作经营企业法实施细则》 Rules for the Implementation of the People’s Republic of China on Chinese-foreign Cooperative Enterprises