Change of registration of foreign-invested companies or foreign-invested branch companies

english.shanghai.gov.cn

For the change of registration of foreign-invested companies or foreign-invested branch companies, the following documents are to be prepared and submitted:

Application Materials

1. Application form for company registration (filing) (mandatory);

2. If the change in registered items involves modifying the company's articles of association, the resolution or decision to modify the company's articles of association (non-mandatory);

3. If the change in registered items involves modifying the company's articles of association, the revised articles of association or an amendment to the articles of association, duly signed by the company's legal representative (non-mandatory);

4. For a change in the business domicile, relevant documents concerning the use of the modified domicile (non-mandatory);

5. In the case of a change in the legal representative, as stipulated in the company's articles of association, a resignation certificate from the former legal representative and an appointment certificate for the new legal representative (non-mandatory);

6. For change of the legal representative's name, the documentary evidence of the legal representative's name change shall be submitted (non-mandatory); For a reduction in registered capital, an explanation of the company's debt repayment or debt guarantee situation shall be submitted.

7. If the reduction of registered capital is solely announced through newspaper publication, a sample of the newspaper where the announcement was legally published (non-mandatory);

8. Regarding changes in the business scope, if there are items within the applied scope that, according to laws, administrative regulations, or State Council decisions, require prior approval, copies of approval documents or licenses (non-mandatory);

9. In the case of a change in shareholders where one shareholder transfers all their equity to another shareholder, either a signed equity transfer agreement between the two shareholders or a certificate of equity transfer (non-mandatory).

10. If shareholders or initiators change their names and require registration alterations, proof of the name or identity change shall be submitted. Copies of the new qualification documents or identification for shareholders or initiators after their name change (non-mandatory);

11. If a limited liability company increases its registered capital through the public issuance of new shares or if a listed company does so through non-public issuance of new shares, it shall also submit the approval document from the China Securities Regulatory Commission (non-mandatory);

12. If changes or record-keeping matters of a company require approval according to laws, administrative regulations, or State Council decisions, the relevant approval documents or copies of licenses (non-mandatory);

13. Returning the original and duplicate copies of the business license if a paper version has been issued (mandatory);

14. For the record-keeping of directors, supervisors, or senior management personnel, resolutions or decisions related to their appointment or dismissal (non-mandatory);

15. In the case of changing the recipient of legal documents for overseas investors, and if the authorized person is a natural person, a Letter of Attorney for Service of Legal Documents of Foreign Investment Enterprise along with a copy of the authorized person's identification (non-mandatory);

16. A tax declaration form for changes in equity ownership by natural person shareholders (non-mandatory).

Application Procedure

1. Submission of complete and legally formatted documents:

(1) The registration authority confirms and completes the change of registration on the spot.

(2) If immediate change of registration is not possible, the registration authority completes the change of registration within three working days. In cases of complex situations, with approval from the person in charge at the registration authority, an additional three working days can be granted.

2. Incomplete or improperly formatted documents:

The registration authority informs the applicant of the materials requiring correction.

Address, Fee, Consultation

1. Authority in charge: Shanghai Municipal Administration for Market Regulation

2. Address: Window 4-10, Government Service Hall, No 301 Zhaojiabang road, Xietu sub-district, Xuhui district, Shanghai

3. Approval fee: Free of charge

4. Consultation phone number: 021-64220000

 

Source: shanghai.gov.cn