Article 31 In case alteration of authorized signatory, liability type of enterprise, capital (assets), and business scope of a foreign enterprise arises, it should apply to the registration authority for filing within 60 days upon the alteration of above-mentioned items.

Chapter V Registration of Annulment

Article 32 A foreign enterprise should apply to the registration authority for registration of annulment within 60 days as of the date when the following items arise in one of the conditions as follows:

(1)the foreign enterprise revokes its representative office;

(2)its representative office no longer conducts business activities upon the expiration of residency;

(3)termination of the foreign enterprise; and

(4)its representative office shall be revoked or ordered to close down by law.

Article 33 Applying for the registration of annulling its representative office, a foreign enterprise should submit to the registration authority the following documents:

(1)the application letter for registration of annulling the representative office;

(2)certification for annulment of taxation registration of the representative office;

(3)certification for the completion of liquidating related issues or related unfinished formalities for the representative office issued by customs and foreign exchange departments; and

(4)other documents submitted as the SAIC prescribed.

In case a representative office terminating business activities shall be approved in accordance with the provisions of laws, administrative regulations or the State Council, related approval documents should also be submitted.

Article 34 The registration authority should make the decision on whether or not to approve registration of annulment within 10 days upon accepting the application. In case a decision on approving registration of annulment, the authority should issue the approval annulment notice within five days upon the decision and withdraw registration certificate and representative card; in case a decision on not approving registration of annulment is made, the authority should issue to the applicant the notice of rejecting registration of annulment within five days upon the decision with the reason for not approving registration of annulment given.

Chapter VI Legal Liability

Article 35 In case a foreign enterprise establishes the representative office at random or conducts business activities of a representative office without registration, the registration authority shall order it to suspend activities and impose a penalty of 50,000 to 200,000 yuan.

In case a representative office conducts profit-making activities in violation of the regulations, the registration authority shall order it to make corrections, confiscate illegal income and the tools, equipment, raw materials and products (commodities) specially for profit-making activities and impose a penalty of 50,000 to 500,000 yuan; in serious circumstances, the registration certificate shall be suspended or revoked.

Article 36 In case a foreign enterprise gains the registration or filing of its representative office by submitting false materials or concealing the true situation by other fraudulent means, the registration authority shall order it to make correction and impose on the representative office a penalty of 20,000 to 200,000 yuan and on directly responsible person in charge and other persons directly responsible a penalty of 1,000 to 10,000 yuan; in serious circumstances, the registration authority shall annul registration or revoke registration certificate and withdraw representative card.

In case a representative office conceals the true situation and practices frauds in the annual report, the registration authority shall order it to make corrections and impose on the representative office a penalty of 20,000 to 200,000 yuan; in serious circumstances, the registration certificate shall be suspended or revoked.

In case a representative office forges, alters, leases, lends or transfers registration certificate or representative card, the registration authority shall impose on the representative office a penalty of 10,000 to 100,000 yuan, and on directly responsible person in charge and other persons directly responsible a penalty of 1,000 to 10,000 yuan; in serious circumstances, the registration certificate shall be suspended or revoked and representative card shall be withdrawn.

Article 37 In case a representative office conducts other activities beyond business in violation of Article 14 of the regulations, the registration authority shall order it to make corrections; in case corrections fail to be made within the prescribed period, a penalty of 10,000 to 100,000 yuan shall be imposed on; in serious circumstances, the registration certificate shall be suspended or revoked.

Article 38 The registration authority shall order it to make corrections and impose a penalty of 10,000 to 30,000 yuan; in case corrections fail to be made within the prescribed period, the registration certificate shall be suspended or revoked, in the following conditions:

(1)to submit the annual report not in accordance with the regulations;

(2)to conduct business activities not in accordance with the name as registered in the registration authority;

(3)to adjust the residency site not in accordance with the requirements of related departments of the Chinese Government;

(4)to announce its establishment and alteration not in accordance with the regulations; and

(5)to handle related registration of alteration, registration of annulment or filing not in accordance with the regulations.

Article 39 In case a representative office conducts seriously illegal activities impairing the state security or public interests of China, the registration authority shall suspend or revoke the registration certificate.

In case a representative office is cancelled the registration of establishment, suspended or revoked the registration certificate or ordered to close down by the related department of the Chinese Government in violation of the regulations, the foreign enterprise establishing the representative office shall not set up another representative office within five years upon being cancelled, revoked or ordered to close down.

Article 40 In case the registration authority and its staff misuse the authority, neglect the duty, or commit illegalities for personal gains to handle registration and investigate and deal with violations or support, cover up and countenance illegal acts not in accordance with the Regulations, punishment shall be imposed on according to law.

Article 41 In case anyone violates the regulations by committing acts against public security administration, punishment shall be imposed on in accordance with the Penalty Law of Public Security Management of the People's Republic of China; if a crime has been constituted, criminal liability shall be investigated according to law.

Chapter VII Supplementary Provisions

Article 42 The foreign enterprise in the regulations refers to the profit-making organization established within China according to foreign laws.

Article 43 Fee items for the registration of a representative office shall be subject to related provisions by the finance department and the department in charge of price under the State Council, so shall the charging standard for the registration of a representative office.

Article 44 In case an enterprise from the Hong Kong Special Administrative Region, the Macao Special Administrative Region or Taiwan sets up its representative office within the Chinese mainland, it shall be subject to the registration management as the regulations have prescribed.

Article 45 The regulations shall enter into effect as of March 1, 2011, and the Measures for the Administration of Resident Offices of Foreign Enterprises issued by the SAIC on March 15, 1983 through the approval of the State Council on March 5, 1983 shall be simultaneously annulled.

Source: www.fdi.gov.cn