Documents required for establishment application

Investors can visit appropriate windows at the Sichuan Government Affairs Service Center for information of documents required for enterprise establishment application (Refer to the appendix for telephone number and website). Documents submitted to the Development and Reform Commission, commercial department and industrial & commercial administration authorities are as follows:

1. Documents to be submitted to the Development and Reform Commission

(1) Foreign-invested projects

The application report of foreign-invested projects submitted to the Development and Reform Commission for approval shall cover:

A. Project Title, term of operation and background of investor

B. Construction scale of project, basic construction items and products, technology and techniques adopted, target market of products, and planned number of workers

C. Site of construction, demands for resources like land, freshwater and energy, and consumption amount of main raw materials

D. Prices of involved public products or services

E. Total investment, registered capital, amount of capital contribution, contribution modes and financing scheme of parties, required imports and amount of money therefore

The following documents shall be enclosed coincidently:

A. Enterprise registration certificate (business license), commercial registration certificate and up-to-date financial statements (including balance sheet, profit & loss statement and cash flow statement) of both the Chinese and foreign parties, and capital strength statement issued by the bank

B. Letter of intent on investment and board resolutions on capital incrsase and merger & acquisition projects

C. Letter of intent on financing issued by the bank

D. Environmental impact assessment report issued by environmental protection authority of the state or provincial level

E. Land plan for the project issued by the state or provincial land & resources administrative authority

F. Those contributing with state-owned assets or the right to the use of the land shall provide confirmation documents issued by the competent authority

(2)Domestic-funded project

For domestic-funded projects need to be approved, it is required to submit 5 copies of application report to the project approval authority. The project application report shall include the following contents:

A. Information about the project application unit

B. Background of proposed project

C. Construction land use and related planning

D. Resources, energy consumption and related conditions

E. Analysis on ecological environment impact, economical and social effects

For domestic-funded projects need to be approved, the following documents shall be attached when submitting the project application report:

A. Preliminary analysis report on environment impact confirmed by environmental protection authority

B. Preliminary review opinions on land use issued by land an resource authority

C. Planning opinions by urban planning authority

D. Other documents shall be submitted as per the State provisions

2. Documents to be submitted to Sichuan Provincial Department of Commerce

(1) Sino-foreign joint ventures and Sino-foreign cooperative enterprises

The following documents are required for applying to Sichuan Provincial Department of Commerce for establishing Sino-foreign joint ventures and cooperative enterprise:

A. Letter of application for joint enterprise establishment

B. Feasibility study report and written reply from the Development and Reform Commission or the Economic and Trade Commission

C. Contracts and Articles of Association (signed by legal representatives or authorized persons of investors from both sides)

D. Assignment of the directors of board signed by legal representatives from both sides

E. Business licenses or valid certification of registration, credit standing and legal representatives of both sides

The following documents shall be enclosed coincidently:

A: Notice for Enterprise Name Registration Approval issued by industrial & commercial administration department

B. Imported equipment list (including equipment name, specification, quantity and price) shall be provided, if any

C. For state-holding enterprise contributing with fixed assets, an assets appraisal report is required

D. For any of the above documents signed by authorized person, letter of authorization of the investor's legal representative (original) is required

(2) Wholly foreign-owned enterprises

The following documents are required for apply to Sichuan Provincial Department of Commerce for establishing wholly foreign-owned enterprise:

A. Application letter for establishing wholly foreign-owned enterprise (signed by the investor's legal representative or authorized person)

B. An application Form for the Establishment of a Wholly Foreign-Owned Enterprise in China (signed by the investor's legal representative or authorized person)

C. Articles of Association of the wholly foreign-owned enterprise (signed by the investor's legal representative or authorized person)

D. The investor's legal certification and credit standing certification documents (bank certification, certificate of deposit or statement of account, or annual accountant check report, or housing ownership certificate, or annually checked business license or Taiwan invested enterprises. World-renowned enterprises with direct investment can be free of credit standing certification)

The following documents shall be enclosed coincidently:

A. Notice for Enterprise Name Registration Approval issued by industrial & commercial administration department

B. Where a board of direction is set up, and assignment of directors of board signed by the investor is required

C. Evidence of identity of the legal person of the investor (e.g. passport, ID card)

D. Imported equipment list (including equipment name, specification, quantity and price) shall be provided, if any

E. Where there are two or more foreign investors jointly applying for the establishment of a wholly foreign-owned enterprise, a contract copy shall be provided for review

F. For any of the above documents signed by authorized person, letter of authorization of the investor's legal representative (original) is required

3. Documents to be submitted to the industrial and commercial administration department

(1) Foreign investment (foreign funded, joint venture, cooperation) enterprise registration

The following documents shall be submitted for approval of foreign-invested enterprises:

A. An Application Form for the Establishment Registration of Foreign-invested Enterprise

B. Approval documents (written reply and duplicate 1 of approval certificate) issued by the approval authority. The joint stock limited company which is incorporated in form of fund-raising is required to submit the approval documents by the Securities Management Department of the State Council

C. Approval documents of the concerned project proposal or feasibility study report

D. Contract (that of wholly foreign-owned enterprises excluded) and Articles of Association

E. Notice for Foreign-invested Enterprise Name Registration Approval

F. The investor's legal certification for practice and credit certification

G. Original Letter of appointment of legal representative, director of board, supervisor as well as the copies of their Identity evidence

H. Filing Form of Property Right Registration of State-owned Assets (for state-owned enterprises only)

I. Certification of right to domicile use

J. Minutes of founding meeting, promoters' agreement, financial audit report of the company under preparation (for limited companies only)

K. Investment verification certificated issued by a legally authorized investment verification authority (applicable for joint stock limited companies and financial institutions)

L. Prior approval documents or certificates (for industries required of prior approval)

M. Other related documents or certificates

(2) Registration of joint-stock companies limited

The followings documents shall be submitted when registering joint-stock companies limited:

A. Authorization for the attorney by shareholders and copy of attorney's Identity Card

B. Pre-approval notification of enterprise name

C. Official documents of department authorized by the State Council or provincial People's Government (joint-stock company established with raised capital shall submit official documents of Securities Management Department of the State Council)

D. Power of attorney from enterprise legal shareholders and copy of the attorney's Identity Card (sealed by shareholder)

E. Shareholders qualification certificate: legal shareholder shall submit business license of enterprise legal person, enterprise legal person certificate, and copy of juridical association registration certificate, and shall mark “identical with the original” on the copy and affix official seal. Natural person shareholders shall submit copies of the Identity Card

F. Two copies of articles of Associations (sealed by legal representative shareholder, signed and fingerprinted by natural person shareholders)

G. Minutes of establishment meeting (sealed by legal representative shareholder, signed and fingerprinted by natural person shareholders)

H. Minutes of shareholder's meetings (signed and fingerprinted by representative of legal person shareholder and natural person shareholders)

I. Minutes of meeting s of the Board of Directors (signed and fingerprinted by supervisors)

J. Minutes of meeting s of the Board of Supervisors (signed and fingerprinted by supervisors)

K. Appointment letter for Chairman of the Board (legal person) and manager employment document (signed and fingerprinted by directors) appointment letter for the supervisors (signed and fingerprinted by supervisors)

L. Audit report of the expenses for establishing the joint-stock company limited

M. Assets verification report issued by legal and qualified verification authority

N. Enterprise legal person shareholders set up in accordance with the Company Law shall fill in the Letter of Commitment for Enterprise Overseas Investment Notification

O. Copies of House Lease Agreement or House Property Certificate

P. Other materials shall be submitted in conformity with laws and regulations.

(3) Registration of limited liability companies

The following documents shall be submitted when registering limited liability companies:

A. Application for Establishment of Enterprise signed by legal person of the company

B. Authorization for the attorney by all shareholders and copy of attorney's Identity Card (sealed by legal representative shareholder, signed and fingerprinted by natural person shareholders)

C. Power of attorney given by enterprise legal shareholders for attending shareholders' meeting (sealed by enterprise legal shareholders) and copy of attorney's Identity Card

D Shareholders qualification certificate: legal share holder submits copies of business license of enterprise legal person, enterprise legal person certificate, and copy of juridical association registration certificate; natural person shareholders shall submit copies of the Identity Cards

E. Enterprise legal person shareholders set up in accordance with the Company Law shall fill in the Enterprise Letter of Commitment for Overseas Investment Notification

F. Pre-approval notification of enterprise name

G. Two copies of Articles of Associations (sealed by legal representative shareholders on the last page of the Articles signed and fingerprinted by natural person shareholders)

H. Minutes of shareholders' meeting (signed and fingerprinted by attendants)

I. Minutes of meetings of the Board of Directors (signed and fingerprinted by directors)

J. Minutes of meetings of the Board of Supervisors (signed and fingerprinted by supervisors)

K. Appointment Letter for Legal Person (signed and fingerprinted by shareholders if appointed by shareholders' meeting; signed and fingerprinted by directors if appointed by Board of Directors)

L. Appointment Letter for manager, supervisor and convener of meetings of the Board of Supervisors (chairman) (signed as the above)

M. Assets Verification Report (valid within 90 days)

N. Copies of House Lease Agreement or House Property Certificate

O. Other materials shall be submitted in conformity with laws and regulations
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