Increase of Registered Capitals of Foreign-Invested Enterprises
Conditions:
1. In the case where the currency for increasing the registered capital is EUR or USD, please apply at the Legal Entity section of the E-Window Service website for enterprise services in Beijing Municipality (URL: https://ect.scjgj.beijing.gov.cn).
2. In the case where the currency for increasing the registered capital is CNY, the amount must first be converted into the original currency of the registered capital in accordance with the daily exchange rate before the company concerned applies at the Legal Entity section of the E-Window Service website for enterprise services in Beijing Municipality (URL: https://ect.scjgj.beijing.gov.cn).
Required Materials:
1. An original application form for registration (filing) of the company (See notes on the application form for detailed requirements; market entities under the informed commitment registration system, which is implemented city-wide, shall submit the Letter of Commitment at the same time.)
2. Resolutions or decisions to amend the company's articles of association must be submitted if the change involves amendments to the articles and must accord with the rules of procedure and voting ratios stipulated in the Company Law of the People's Republic of China and the articles (This requirement does not apply to the changes in domicile, business scope, and the names of the shareholders or the company unless otherwise specified in the company's articles).
For a limited liability company, the resolution signed by its shareholders representing more than two-thirds of the voting rights shall be submitted, whereas the minutes of the shareholders' meeting, which is signed by the chair and directors present, shall be submitted instead if the applicant is a joint stock company.
3. The original copy and the duplicate of the business license must be submitted if the paper version has been issued.
4. In the case where a joint stock company increases its registered capital through the public issuance of new shares, or a listed company increases through the non-public issuance of new shares, the approval documents from the China Securities Regulatory Commission under the State Council of the People's Republic of China must also be submitted.
Application Processing Channels:
1. For online processing: The Legal Entity section of the Beijing Enterprise Service e-Window Platform (URL: https://ect.scjgj.beijing.gov.cn).
2. To apply in person: Visit your nearest government service center.
Important Note:
The Foreign Investment Information Report must be completed at the same time you apply to register a capital increase (Your information will automatically be forwarded to the commerce-related authorities upon approval).
Legal Basis:
1.Foreign Investment Law of the People's Republic of China
2.Foreign Investment Law Implementation Regulations of the People's Republic of China
3.Foreign Investment Information Reporting Measures of the People's Republic of China
Foreign-Invested Enterprises' Crediting of Capital Increase
Conditions:
As per the Notice of the State Administration of Foreign Exchange's Comprehensive Department on Issuing the "Guidelines for Foreign Exchange Business in Capital Account (2020 Edition)" (Circular [2020] No. 89), changes by the foreign shareholders of foreign-invested enterprises seeking to increase capital in the Chinese market should be registered in a bank. Foreign-invested enterprises should carry out and register basic information changes at a bank within the jurisdiction of their local foreign exchange branch (foreign exchange management department).
Required Materials:
1. A written application, the "Application Form for Registering Basic Information on Direct Investment in China", and proof of business registration.
2. The amended business license (a photocopy with the company seal), when business license renewal is required by regulations.
3. In the event a foreign investor would like to use income legally obtained within China for additional investment in a foreign-invested enterprise, tax certificates from the competent tax authorities (e.g. "Tax Filing Form for External Payment for Trade in Services and Other Items" when required) must be submitted.
4. Enterprises under the paid-in registered capital registration system must also provide approval documents or other supporting materials issued by the relevant industry authorities.
Review Principles:
1. Foreign-invested enterprises seeking to change basic information (including but not limited to company name, scope of business, legal representative, address, jurisdiction of the local foreign exchange bureau, etc.) or investment information (including but not limited to registered capital, contribution method, registered currency, investors or the amount of capital subscribed by investors, company mergers and divisions, etc.) are directed to do so at the banks within the jurisdiction of their local foreign exchange branch (foreign exchange management department). If a bank is unable to make a change or cancellation of enterprise information (including unified social credit code, company name, economic type, place of business, industry attributes, country of origin, special economic zone enterprise status, country of origin of foreign investors, domicile/place of business, the jurisdiction of the local foreign exchange bureau, registered enterprise currency, etc.) in the capital account information system it may consult the foreign exchange bureau where the enterprise is located (it can negotiate with the foreign exchange bureau of relocation regarding how to handle the situation).
2. Applicants must truthfully disclose whether foreign investors are directly or indirectly owned or controlled by Chinese residents, in which case the banks handling the registration of the foreign exchange for these foreign-invested enterprises will mark them as a "Round-Trip Investment" in the capital account information system. If the change of registration results in the foreign investors no longer directly or indirectly being owned or controlled by Chinese residents, the banks will remove the corresponding "Round-Trip Investment" mark from the capital account information system once the relevant materials have been submitted by Chinese residents or the authority of the special purpose company.
3. Foreign-invested enterprises shall register all forms of contributions by foreign investors, with the total inflow of foreign exchange and CNY not to exceed the total amount of cross-border remittance registered by foreign investors.
4. In the event the information from the market supervision and management department does not satisfy the requirements for registering foreign exchange, the banks may verify the enterprise's current application for foreign exchange registration information by consulting the "National Enterprise Credit Information Publicity System", the company's articles of association/partnership agreement, equity transfer agreement, or other relevant documents. The banks shall then retain the verified supporting materials in accordance with the principles of business development.
5. Extra-legal foreign-invested entities or projects are directed to make any changes to registration in accordance with this guideline (with the exception of foreign institutions establishing representative offices domestically).
Application Processing Channels:
To apply in person: Visit the bank within the jurisdiction of your local foreign exchange branch (foreign exchange management department).
Laws and Regulations:
1.Foreign Investment Law of the People's Republic of China
2.Regulations of the People's Republic of China on Foreign Exchange Control (State Council Order No. 532)
3.Provisions of the People's Republic of China on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (Ministry of Commerce Order No. 6 of 2009)
4.Notice of the State Administration of Foreign Exchange and the Ministry of Housing and Urban-Rural Development on Regulating Foreign Exchange Management in the Real Estate Market (Circular [2006] No.47)
5.Announcement on Tax Registration Related to Service Trade and Other Overseas Payment Projects (Joint Announcement of the State Administration of Taxation and the State Administration of Foreign Exchange, 2013 No. 40)
6.Notice of the State Administration of Foreign Exchange on Issuing the "Regulations for the Administration of Foreign Exchange in Direct Investment by Foreign Investors" and its Supporting Documents (Circular [2013] No. 21)
7.Notice of the State Administration of Foreign Exchange on Issues Concerning Foreign Exchange Administration of Domestic Residents' Financing and Round-Trip Investment via Special Purpose Vehicles (Circular [2014] No. 37)
8.Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving the Administration of Foreign Exchange for Direct Investment (Circular [2015] No. 13)
