China - Incorporation Capacities - A Certification & Notarization Perspective

Incorporation Capacities – A Certification & Notarisation Perspective Introduction

For an incorporation of an entity in China, there are many procedures, legal documentation and various governmental requirements. The foreign investor must provide some documents to support their qualifications. Two of the basic supporting documents are Certificate of Incorporation Bank Reference Letter

Definition of Certificate of Incorporation

A Certificate of Incorporation is a legal document relating to the formation of the investor corporation. It may differ among different countries. It is a certificate issued by the relevant government registry as confirmation of the due incorporation and valid existence of the company.

American Legal system

The meaning of a Certificate of Incorporation in the American context usually refers to the Articles of Incorporation or the Articles of Association. Despite the differences in the meaning of a Certificate of Incorporation, the usage of the Certificate of Incorporation in the incorporation of a legal business in China is the same.

What it contains

The Certificate of Incorporation usually contains these details: The name of the company The company registration no/document no The type of the company The date of official incorporation

How to certify & notarize the Certificate of Incorporation

The foreign investor needs to prepare a copy of the Certificate of Incorporation or get a copy of the Certificate of Incorporation from the relevant government registry. The copy should be notarized by a Notary Public or a lawyer to prove that it is a true copy. Next, the notarized copy should be authenticated by the Chinese Consulate or 1

Embassy in the investor’s country.

Hong Kong & Macau

For Hong Kong & Macau, which are Special Administrative Regions within China, the certified copy should be authenticated instead by China Legal Service Ltd (as a Chinese Consulate is not present in the region).

Natural Person

If the investor is a Natural Person, the Passport and the ID card can be provided instead of the Certificate of Incorporation.

No diplomatic relations

If there is no diplomatic relations between China and the foreign country, it is possible to seek the authentication from a 3rd country’s consulate that has diplomatic relations with both countries. This is done before seeking another additional authentication from the China’s consulate. All these processes are done in the investor’s country. Differing regulations and agreements depending on the country have to be followed for the proper notarization and authentication of the documents. After these are done, the Certificate of Incorporation is translated into Chinese by a qualified translator and it can be then used for the incorporation of a business in China. Two original copies of the authenticated and notarized Certificate of Incorporation are required. One is for the Municipal of Foreign Economic Relation & Trade Commission and another is for the Administration Bureau for Industry and Commerce.

Definition of Bank Reference Letter

A Bank Reference Letter provides important information regarding a company’s relationship with primary lending and depository institutions. It is used generally to verify the existence of a bank account with the bank and that the account has no bad record.

What it contains

A Bank Reference Letter usually contains these details The bank header The letter is addressed to the specified agency 2

A short paragraph on the record of the company by the bank and verified on a particular date The date that company set up the bank account with the bank The signature of the authorized personal of the bank together with the stamp of the bank.

How to get the Bank Reference Letter

The bank reference letter is needed to verify the financial circumstances of the foreign investor before allowing the investor to set up the company in China.

Responsibility

The bank reference letter is requested by the foreign investor from the Bank. The investor can request this information from the Bank using several methods such as calling, emailing or requesting online etc. Two original copies of the bank reference letter are needed again for the Municipal Foreign Economic Relation & Trade Commission and the Administration Bureau for Industry and Commerce. In the bank reference letter, the declaration usually does not involve any responsibility on the bank’s part and that the bank is normally not held liable or responsible for or by reason of the contents of the letter.

Corporate Services By SBA Stone Forest

SBA Stone Forest Corporate Advisory Company offers the following Corporate Compliance and Corporate Secretarial Services: Entity establishment/incorporation advisory for WFOE, JV, FICE, RO etc. Branch companies establishment in China Intermediate holding companies establishment eg. in Singapore and Hong Kong, BVI etc. Corporate Secretarial Services Custodian for key documents Custodian for seas/stamps BOD meeting and minutes Company de-registration and Liquidation Non-routine Corporate Secretarial Services Change of directors Change of business address Change of Chief Representative etc. 3

For more information, please visit www.SBASF.com or contact us at: SBA Stone Forest Corporate Advisory (Shanghai) Co., Ltd. 12th Floor, Shartex Plaza No. 88 Zun Yi Rd (South), Shanghai PR China, Postal Code: 200336 Tel: (86-21) 6270 2215

Fax: (86-21) 6270 2275

Contact Person: Mr Ching Mia Kuang, Managing Partner

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