By Zhou Qian and Maria Kotova
Success in China means being able to adapt. Foreign-invested enterprises (FIEs) that thrive in the world’s second largest economy are those that can stay abreast of China’s ever changing tax and regulatory environment, especially in terms of securing preferential policies such as tax exemptions and subsidies. For the savvy business owner, this can even mean relocating to a new premises to secure long-term gains.
However, as a company’s business address is a part of its core registered information (along with its business scope, registered capital and company name), any change to this information is a complex process, comparable to newly registering a company. In Part 2 of this two-part article, we provide a step-by-step guide to changing the registered address of a business in China, based on Dezan Shira & Associates’ over twenty years of experience in facilitating foreign investment into Asia.
On the whole, changing a company’s registered address is nearly as complex as setting up an entirely new company. First, the company’s registered information must be changed. A written application (clearly filled in with blue or black ink) should be filed with the original Administration of Industry and Commerce (AIC) of registration. This should be accompanied by the following (all original documents unless otherwise indicated):
- A photocopy of the company’s business license. After the change has been approved, the original business license along with a copy should be submitted to the registration authority to acquire a new business license.
- The ID card of the company’s legal representative or an entrusted party.
- Certificate for legal use of the domicile.
- A resolution or decision on the change of address, made in accordance with the relevant Articles of Association.
- The Amendment to the Articles of Association (or Revised Articles of Association) signed by the company’s legal representative.
- A Chinese translation affixed with the seal of a translation company for any materials submitted in a foreign language.
- Any other documents as required by the AIC.
On receiving a certificate of relocation from the original AIC of registration, the company can then apply for a new business license from the AIC at its new location. If, however, the new location is outside the jurisdiction of the original AIC, the company must obtain an official reply and approval documents from the new AIC to be submitted to the original registration authority.
The next step is to acquire a new National Organization Code (NOC). This must be done within 30 days of changing the registered address and is handled by the Bureau of Quality and Technical Supervision. The application form, which can be obtained in person or online, must be accompanied by:
- The new registration certificate (and a copy), obtained in Step One.
- The previous NOC certificate (and a copy) including its Integrated Circuit (IC).
- The ID cards (and copies) of the company’s agent and legal representative. Foreign nationals must provide passports, Hong Kong and Macao residents must provide Exit-Entry permits, and Taiwanese residents must provide mainland travel permits.
- The official company seal.
- The fees requested by the administrative authority.
Finally, the company’s tax registration needs to be changed with the Taxation Registration Authority. As with the NOC, this must be done within 30 days of changing addresses. An application should be made to the local Tax Service Hall and include the documents supporting the change of registration as obtained in Step One. These should be accompanied by the original taxation registration certificate (and copies) issued by the taxation authorities, as well as any other required documents.
This might seem simple, but can actually pose some serious difficulties, particularly if your new address is in a different district. The registered address defines the district where the company pays its local taxes. When the company pays taxes, although delivered locally, a portion is always paid to the State level State Administration of Taxation (SAT) as well as to the local tax authorities.
As such, once the company decides to move to another district or even city, the previous tax office will lose out on its portion of taxes paid and may thus be inclined to make the process more difficult by deciding to look over the company’s tax records for the past three years before granting the documents needed for the change of registration. This can take anywhere from 6-10 months, which can seriously disrupt company operations, as it will be unable to issue invoices to suppliers and customers until registered at the new location.
There are various other possible changes – such as the company bank account, rights of import and export, and foreign exchange registration – which depending on the circumstances, might also need to be made. This article is intended to provide a rough outline of what is in essence a complicated process, but one crucial to the continuing success of your business in China. Business owners are strongly encouraged to seek the assistance and expertise of an experienced service provider, such as the professional tax and legal advisory team of Dezan Shira & Associates.
Asia Briefing Ltd. is a subsidiary of Dezan Shira & Associates. Dezan Shira is a specialist foreign direct investment practice, providing corporate establishment, business advisory, tax advisory and compliance, accounting, payroll, due diligence and financial review services to multinationals investing in China, Hong Kong, India, Vietnam, Singapore and the rest of ASEAN. For further information, please email firstname.lastname@example.org or visit www.dezshira.com.
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