Representative Offices of Foreign ( Regional ) Enterprises do not have a separate legal entity. Thus, its internal organization structure is very simple. There is no board of directors / executive director, general manager, manager, the supervisory board / executive supervisor or such kind of post. As it is so simple, is it that there is no any other position ?
On 10 November 2010, at the State Council 132nd Executive Meeting, it was passed that, with effect from 1 March 2011, the “Permanent Representative Offices of Foreign Enterprises Registration Management Regulations" came into effect. Chapter 2 Article 11 of regulation provides that : -
Foreign enterprise should appoint one Chief Representative, in writing, who should have the power to act in the mandate that the Foreign enterprise empowered and that have the power to sign on all application forms for setting up Representative Office on behalf of the Foreign enterprise. According to its actual business needs, the Foreign enterprise can nominate 1 – 3 Representatives.
Under the “Foreign (Regional) Enterprises Resident Representative Office Registration Application” of the Industrial and Commercial Administrative Departments clearly states that:-
- 1. If the Chief Representative and the Representatives are offshore citizens: All documents provided should be notarized by the governmental bodies of the relevant country (or region hosting) that the foreign enterprise belongs to and by the embassy of the said country (or region hosting) and consulates certification. For Hong Kong or Macau, it should be submitted to the China-appointed Attesting Officer for certification and were sealed by the China Legal Service (Hong Kong) Limited, China Legal services (Macau) Limited; in the case of Taiwan enterprises, it shall be submitted to that local notary organization (applicable to those within Guangdong Province, and the Guangdong Provincial Notary verification; for other jurisdiction’s enterprise, it should act in accordance with the respective area the Industrial and Commercial Administrative departments set.
- 2. If the Chief Representative and the Representatives are onshore citizens: there is no need for their identity to be notarized.
- 3. The appointment of the Chief Representative and the Representatives must be verified by the China’s ambassador to the country (or region hosting). For Hong Kong or Macau enterprise, it should be submitted to the China-appointed Attesting Officer for certification and were sealed by the China Legal Service (Hong Kong) Limited, China Legal services (Macau) Limited; in the case of Taiwan enterprises, it shall be submitted to that local notary organization (applicable to those within Guangdong Province, and the Guangdong Provincial Notary verification; for other jurisdiction’s enterprise, it should act in accordance with the respective area the Industrial and Commercial Administrative departments set.
As the same time, the conduct and other substantive requirement for a Chief Representative and Representatives require a high standard (Article 11 of Chapter 2)
Article 12 provides that, under anyone of the following circumstances, he or she cannot serve as the Chief Representative:-
- 1. Because of pose danger to China’s national security or public interest, he or she was sentenced to penalties ;
- 2. He or she who have engaged in damage China’s national security or public interest and other illegal activities, the establishment registration is annulled, revoked; the registration certificate or someone who is ordered to close down the Representative Office, its Chief Representative, Representatives, since revoked, suspended or were ordered to close not later than five years ;
- 3. The circumstances that the State Administration for Industry and Commerce determine.