Introduction on China RO Annual Report Compliance
A resident representative office of a foreign enterprise refers to an office established by a foreign enterprise within the territory of China in accordance with the Regulations on the Registration and Administration of Resident Representative Offices of Foreign Enterprises, which engages in non-profit activities related to the business of the foreign enterprise. The representative office (hereinafter referred to as “RO”) is required to submit an annual report to the registration authority from March 1 to June 30 each year, and RO that fails to handle the annual report after the deadline will bear the corresponding legal responsibilities.
Taking ROs in Beijing as an example, the annual report should usually cover the information of registration, filing and the development of business activities, and submit the audit report of the income and expenditure, the business certificate proving the legal existence of the foreign enterprise, the certificate of the designated representative or entrusted agent, the registration form of the registration liaison officer, and a copy of the registration certificate of the RO etc. Among them, the business certificate proving the legal existence of the foreign enterprise usually refers to the relevant business certificate issued by the relevant department of the country where the foreign enterprise is located. Unlike foreign-invested enterprises, ROs do not have independent legal person qualification, so the registration authority will review the existence of foreign enterprises as the basis for the continued existence of ROs.
When submitting business certificate of the foreign enterprise, the business certificate shall be notarized by local notary public of the State to which the foreign enterprise belongs and authenticated by the Chinese embassy or consulate in that country. However, starting from November 7, 2023 when the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (hereinafter referred to as the "Convention") officially came into effect in China, ROs established by enterprises of contracting country to the Convention only need to submit notarized documents by the notary public of their respective countries and apostille issued by local authorities, and no need to apply for consular authentication from the Chinese embassy or consulate, according to the Convention and relevant requirements of the State Administration for Market Regulation. Since the official language of China is Chinese, it is also required to submit Chinese translation, if the notarized and apostille documents are in foreign languages. Requirements on Chinese translation is subject to the provisions of the competent registration authorities in different cities of China.
KAIZEN Group is equipped with experienced and highly qualified professional consultants and is therefore well positioned to provide professional advice and services in respect of the formation and registration of company, application for various business licenses and permits, any compliance, tax planning, audit, and accounting in China. Please call and talk to our professional consultants for details.
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