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Documents for Modification Applications
The following documents are required for any modification/expansion (M/E) of the scope of operations: 
 
1. Application report for M/E signed by the legal representative of the enterprise (1 printed original, with the corporate seal)
 
2. Resolution of the board of directors or other authority of the enterprise with respect to M/E (1 printed original, signed by the 
directors or other authority of the enterprise) 
 
3. Feasibility study report the M/E project (1 printed original, with the seal of the enterprise)
 
4. Enterprise incorporation approval or the approval of other M/E (1 copy of each) 
 
5. Counterpart of the legal representative business license of the enterprise (1 copy, with seal of the enterprise)
 
6. Original of enterprise permit (original, counterpart 2) 
 
7. Latest existing capital verification report of the enterprise issued by a Chinese CPA firm (1 copy, omissible if the registered capital is paid in full as revealed on the legal representative business license of the enterprise) 
 
8. Counterfoil of Permit for Foreign-invested Enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy, only the modification issues need to be filled in) 
 
9. Other required documents include the approval on environmental influence issued by the Environment Protection Bureau (1 original and 1 copy) if the project causes adverse affects on the environment 
 
10. Submit the modified contract and articles of association of the company, or the business plan of modifying the contract and articles of association of the company (4 originals); the foreign-capital enterprise shall only submit the articles of association or the business plan of modifying the articles of association 
 
Documents required to increase the total investment and registered capital:
 
1. Application report on increasing capital signed by the legal representative of the enterprise (1 printed original, with the corporate seal) 
 
2. Resolution of the board of directors or other authority of the enterprise with respect to increasing capital (1 printed original, signed by the directors or other authority of the enterprise) 
 
3. Feasibility study report on increasing capital (1 printed original, with the seal of the enterprise)
 
4. Supplementary contracts and articles of association concerning the issue of increased capital (methods of increasing capital, time limit, etc.) signed by the investing parties (4 printed originals, signed by the legal representative of the investor, sealed by the investor; the foreign-capital enterprise shall submit only the supplementary articles of association) 
 
5. Enterprise incorporation approval or approval of other modification, if any (1 copy of each) 
 
6. Contract and articles of association approved by the approving authority (1 copy of each; the foreign-capital enterprise shall submit only the articles of association) 
 
7. Counterpart of legal representative business license of the enterprise (1 copy, with seal of the enterprise) 
 
8. Original of enterprise permit (original, counterpart 2)
 
9. Counterfoil of Permit for Foreign-invested Enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy; only the modification issues need to be completed on the document) 
 
10. Latest existing capital verification report of the enterprise issued by a Chinese CPA firm (1 copy, omissible if the registered capital is paid in full as revealed on the legal person business license of the enterprise)
 
Documents required for modification of contractual articles of association:
 
1. Application report signed by the legal representative of the enterprise (1 printed original, with the corporate seal). 
 
2. Resolution of the board of directors or other authority of the enterprise with respect to modifying contract and articles of association (1 printed original, signed by the directors or other authority of the enterprise) 
 
3. Supplementary contracts and articles of association concerning the modification content signed by the investing parties (4 printed originals, signed by the legal representative of the investor, sealed by the investor; the foreign-capital enterprise shall submit only the supplementary articles of association) 
 
4. One copy of the enterprise incorporation approval and the approval of other modifications, contracts and articles of association approved by the appropriate authority (1 copy of each; the foreign-capital enterprise shall submit only the articles of association)
 
5. Counterpart of the legal representative business license of the enterprise (1 copy, with seal of the enterprise) 
 
6. Original enterprise permit (1 copy; in case the permit content is modified, the original and counterpart 2 of the permit shall be submitted) 
 
7. Latest existing capital verification report of the enterprise issued by a Chinese CPA firm (1 copy, omissible if the registered capital is paid in full as revealed on the legal person business license of the enterprise) 
 
8. Counterfoil of Permit for Foreign-invested Enterprise, applicable to overseas investors from Taiwan, Hong Kong and Macao (1 completed copy, submitted only if any permit modification issue is involved; only the modification issues need to be completed on the document) 
 
Documents required for extension of operation term:
 
1. Application report on extending operation term signed by the legal representative of the enterprise (1 printed original, with the corporate seal) 
 
2. Resolution of the board of directors or other authority of the enterprise with respect to extending operation term (1 printed original, signed by the directors or other authority of the enterprise) 
 
3. Supplementary contracts and articles of association concerning extending the operation term signed by the investing parties (4 printed originals, signed by the legal representative of the investor, sealed by the investor; the foreign-capital enterprise shall submit only the supplementary articles of association) 
 
4. Enterprise incorporation approval or the approval of other modification, if any (1 copy of each) 
 
5. Contract and articles of association approved by the appropriate authority (1 copy of each; the foreign-capital enterprise shall submit only the articles of association) 
 
6. Counterpart of the legal representative business license of the enterprise (1 copy, with the seal of the enterprise), original and counterpart 2 of the enterprise permit (original)
 
7. Latest capital verification report of the enterprise issued by a Chinese CPA firm (1 Xerox, omissible if the registered capital is paid in full as revealed on the legal person business license of the enterprise), accounting (audit) report of the enterprise for the last fiscal year verified by a Chinese CPA firm (1 copy) 
 
8. Counterfoil of Permit for Foreign-invested Enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy; only the modification issues need to be completed in the document) 
 
Documents required for early termination of contract and early dissolution:
 
1. Application report on dissolving the enterprise prematurely signed by the legal representative of the enterprise (1 printed original, with the seal of the enterprise) 

2. Resolution of the board of directors or other authority of the enterprise with respect to early dissolution of the enterprise (1 printed original, signed by the directors or other authority of the enterprise) 

3. Enterprise incorporation approval or the approval of other modifications, if any (1 Xerox of each)

4. Contract and articles of association approved by the appropriate authority (1 copy of each; the foreign-capital enterprise shall submit only the articles of association) 

5. Counterpart of legal representative business license of the enterprise (1 copy, with seal of the enterprise)

6. Original of enterprise permit (original, counterpart 2) 

7. Accounting (audit) report for the last fiscal year of the enterprise verified by a Chinese CPA firm (1 copy) 

Documents required for shareholding transfers

I. Primary documents: 

1. Application report signed by the legal representative of the enterprise (1 printed original, with seal of the enterprise) 

2. Resolution on shareholding modification unanimously agreed by the board of directors or other authority of the enterprise (1 printed original, signed by the directors or other authority of the enterprise) 

3. Written approval of shareholding modification granted by all shareholders of the enterprise (signed by the legal representative of the shareholders, and sealed by the shareholders) 

4. Approval/sanction document for incorporation of the enterprise and the approval/sanction document for the modification issues (1 copy of each), original of enterprise permit (original, counterpart 2), counterpart of legal representative business license of the enterprise (1 copy, with seal of the enterprise) 

5. Latest capital verification report of the enterprise issued by a China registered CPA and its agency (1 copy) 

6. Previous contract and articles of association approved by the appropriate authority and submitted by the equity joint venture or contractual joint venture, including the supplementary contracts and articles of association (1 copy of each); previous articles of association approved by the appropriate authority and submitted by the foreign-capital (solely-funded) enterprise, including the supplementary articles of association, (1 copy) 

7. Enterprise modification contract, articles of association or supplementary contract after shareholding modification (4 printed originals of each, signed by the legal representative of shareholders of the enterprise after shareholder modification, sealed by the shareholders (submission of the enterprise contract is not necessary if the enterprise after shareholder modification is a foreign-capital enterprise; hereinafter the same) 

8. Counterpart of the enterprise legal representative business license of the new Chinese shareholders with the official seal of the enterprise (1 copy); registration certificate or identity certificate of the new foreign shareholders (1 original, notarized by the authorized organization in the country of the foreign investor and accredited by the Chinese embassy/consulate in that country; investors from Hong Kong, Macao and Taiwan shall furnish the registration certificate or identity certificate notarized by the local authorized organization according to law); certification of credit standing (1 original), both Chinese and English versions shall be submitted for the documents specified in this paragraph) 

9. Counterfoil of Permit for Foreign-invested Enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao, of the enterprise after shareholding modification (1 completed copy; only the modification issues are to be completed in the document) 

10. Power of attorney for serving legal documents (1 original) signed between the Chinese recipient of the legal documents and the investor from abroad or from Hong Kong, Macao and Taiwan 

II. In the event that the following cases are present in shareholder modification and relevant circumstances, additional relevant documents are required:

1. In case the shareholdings are transferred in full or in part through agreement between the shareholders of the enterprise, or from the shareholder of the enterprise to an investor other than the existing shareholders, the shareholding transfer agreement shall be submitted (1 original). 

2. In case the enterprise increases the registered capital, but a shareholder does not pay the increased capital in the original proportion; or the enterprise introduces a new shareholder and increases the registered capital, the shareholding modification agreement signed by the shareholders shall be submitted (1 original, signed by the legal representative of the shareholders, sealed by the shareholders). Note: In case the enterprise modification contract concluded after shareholding modification previously included relevant shareholding modification agreement, the shareholding modification agreement required in this paragraph is omissible.

3. In case a shareholder of the enterprise fails to pay the contributable capital (including provision of cooperation conditions) and quits the enterprise willingly, and another shareholder or a new shareholder intends to take over the contribution (including provision of cooperation conditions) of the withdrawing shareholder, the voluntary shareholding withdrawal announcement of the quitting shareholder shall be submitted (1 original, signed by the legal representative of the shareholders, sealed by the shareholders).  Note: In case no investor takes over the contribution (including provision of cooperation conditions) of the withdrawing shareholder and it leads to the decrease of the registered capital of the enterprise, and it is compliant with relevant provisions on legal adjustment of the total investment and registered capital, the enterprise shall declare a decrease of total investment and registered capital at the approving organization. 

4. In case the shareholder of the enterprise has paid part instead of full of the contributable capital without violating legal contribution provisions, and this shareholder waives the shareholding of the unpaid contribution, and another shareholder or a new shareholder intends to take over it, the declaration of waiving the shareholding of the unpaid contribution of the shareholder shall be submitted (1 original, signed by the relevant shareholders' legal representative, sealed by the shareholders) Note: In case the enterprise modification contract concluded by the shareholders after shareholding modification already includes relevant shareholding modification agreement, the shareholders' declaration required in this paragraph is omissible.

5. In case an enterprise shareholder defaults on the contribution obligation (including provision of cooperation conditions) stipulated in the enterprise contract, and the observant shareholders apply for replacing the shareholder and modifying the shareholding, these documents shall be submitted: (1) Document that witnesses the observant party in urging the breaching party to pay or pay off the due capital; (2) 1 copy of Enterprise Registered Capital Dunning Notification issued by the municipal administration for industry & commerce (in addition to checking the original); (3) In case the breaching party has paid part of the contributable capital according to the existing contract of the enterprise, the original of relevant enterprise document about liquidating the contributed part of the breaching part. Note: In the circumstance mentioned above, the 'enterprise application report' and 'resolution of the board of directors' specified in the mandatory basic documents are replaced by 1 copy of application report of the observant shareholder (printed, signed by the legal representative of all shareholders, sealed by the shareholders). 

6. In case an enterprise shareholder goes bankrupt, dissolved, cancelled or revoked or deceased, and its inheritor, creditor or other beneficiary obtains the shareholding of this shareholder in the enterprise according to law, the effective certification of the shareholding acquirer in acquiring this shareholding shall be submitted (1 copy, in addition to verifying the original). 

7. In case an enterprise shareholder is forced to modify shareholding under the verdict of the court or the arbitration organization, the civil verdict or reconciliation document issued by the court or the award made by the arbitration organization (1 copy, in addition to verifying the original) shall be submitted. 

8. In case an inheritor inherits the shareholding of a shareholder of the enterprise after merger, division or reshuffle of the enterprise, the valid certification of the inheritor in acquiring the shareholding (1 copy, in addition to verifying the original) of the shareholder shall be submitted. 

9. In case a shareholder of the enterprise hypothecates its shareholding to its creditor under consent of other shareholders and approval of the approving authority, and the hypothecatee or other beneficiary acquires this shareholding according to law and contract, these shall be submitted: (1) Approval on hypothecation granted by the approving authority (1 copy); (2) Hypothecation contract signed between the hypothecating shareholder and the hypothecatee (1 copy); (3) Valid certification for the hypothecatee or other beneficiary in acquiring the hypothecated shareholding (1 copy, in addition to verifying the original). 

10. In case the shareholding modification reasons set out in the foregoing paragraphs (1) and (2) apply, and the shareholding structure of the Chinese shareholder (including the new shareholder) in the modified shareholding involves contribution of state-owned assets, the Provisional Practice on Managing Transfer of State-owned Property Rights of Enterprise (No. 3 decree [2003] of the State-owned Assets Supervision & Management Committee under the State Council) shall apply. 

11. In case the Chinese shareholder in the modified shareholding fails to clarify preclusion of contributing in the form of state-owned assets, the relevant registration documents or other relevant documents (1 copy, in addition to verifying the original) issued by the Administration for Industry & Commerce shall be submitted. 

12. In case the new shareholder after shareholding modification is a foreign-invested enterprise, these shall be submitted: 
(1) Resolution that the board of directors of the new shareholder unanimously agree to changing to a new shareholder (1 copy); 
(2) Enterprise capital verification report of the new shareholder (1 copy); 
(3) Latest enterprise balance sheet (1 copy); 
(4) Certification on new shareholder's payment of income tax issued by the tax bureau (1 copy, in addition to verifying the original). 

Documents required for foreign-invested enterprise applications for merging with other companies

I. Documents to be submitted for preliminary declaration:

1. Application report signed by the legal representative of the merging enterprises (1 printed copy of each, with seal of the enterprises) 

2. Corporate merger agreement (1 original, signed by the legal representative of the investors of the merging enterprises, sealed by the investors) 

3. Resolution on corporate merger made by the top authority of each merging enterprise (1 printed original of each, signed by the members of the top authority of each merging enterprise) 

4. Approval/sanction document for incorporation of each merging enterprise and the approval/sanction document for the modification issues (1 copy of each), original of enterprise permit (1 copy), counterpart of legal person business license of the enterprises (1 copy, with seal of the enterprise)

5. Enterprise capital verification report issued by a Chinese CPA firm (1 copy)

6. Audit report of the merging enterprises for the last fiscal year issued by a Chinese CPA firm (1 copy) 

7. Balance sheet, list of assets, and roster of creditors of the company (1 original of each) 

II. Documents for further declaration 90 days after the preliminary declaration is approved and is first announced on the newspaper of a provincial level or a higher level (the format of the announcement is available on the website of the Trade & Industry Bureau for downloading) 

1. Hard copy newspaper which publishes the merger announcement for three times on Dalian Special Zone Daily or Dalian Economic Daily or another newspaper of a provincial level or higher level (1 original of each) 

2. Certification that the company notifies its creditors (1 copy of each) 

3. Clarification on the status of the enterprises dissolved for merger in liquidating their liabilities (1 printed original of each, signed by the legal representative of each enterprise, with seal of the enterprise) 

4. Debt payment guarantee provided by the companies which survive the merger or are newly incorporated after the merger for the outstanding debts of the enterprises dissolved for merger, guarantee issued by the surviving company (printed, signed by the legal person of the enterprise, with seal of the enterprise); clauses of the enterprise contract and articles of association of the new company with respect to debt payment guarantee and liability inheritance 

5. Advice of Pre-approved Company Name (1 copy) of the new company incorporated after merger, issued by the Municipal Administration for Industry & Commerce 

6. Enterprise contract and articles of association of the companies which survive the merger or are newly incorporated after the merger (4 originals of each. The contract is omissible for foreign-capital enterprises) 

7. Original of the permit of the merging enterprises (original and counterpart 2)

8. Counterfoil of Permit of Foreign-invested Enterprise, applicable for investors from Taiwan, Hong Kong and Macao (1 original)

Documents required for the division of foreign-invested enterprises 

I. Documents to be submitted for preliminary declaration:

1. Application report signed by the legal representative of the enterprise (1 printed original with seal of the enterprise, specifying whether any economic dispute exists, whether any jurisdictional procedure or arbitration procedure begins)

2. Resolution on corporate division made by the top authority of the enterprise (1 printed original, signed by the members of the top authority) 

3. Corporate division agreement signed by the companies which are planned to survive the division or to be newly incorporated after division (1 original, signed by the legal representative of each investing party of the declaring enterprise, with seal of the investors)

4. Enterprise incorporation approval and the approval of other modifications (1 copy of each), enterprise permit (1 copy, with seal of the enterprise), counterpart of the legal person business license of the enterprise (1 copy of each, with seal of the enterprise); contract and articles of association approved by the approving authority (1 copy; the foreign-capital enterprise shall submit only the articles of association) 

5. Enterprise capital verification report issued by a Chinese CPA firm (1 copy) 

6. Audit report of the merging enterprises for the last fiscal year issued by a Chinese CPA firm (1 copy) 

7. Balance sheet, list of assets, and roster of creditors of the company (1 original of each) 

8. Advice of Company Name Pre-approval for the enterprises incorporated after division (1 copy)

II. Documents for further declaration 90 days after the preliminary declaration is approved and is first announced on the newspaper of a provincial level or a higher level (the format of the announcement is available on the website of the Trade & Industry Bureau for downloading) 

1. Witness of newspaper which publishes the division announcement (including decrease of registered capital) for three times on Dalian Special Zone Daily or Dalain Economic Daily or another newspaper of a provincial level or higher level (1 original of each) 

2. Clarification on debt payment of the declaring enterprise (1 printed original, signed by the legal representative of the enterprise, with seal of the enterprise) 

3. Contract and articles of association of the equity joint venture or contractual joint venture after division (4 printed originals of each, signed by the legal representative of each investing party, with seal of each investing party); articles of association of the foreign-capital enterprise after division (4 printed originals, signed by the legal representative of the investors, with seal of the investors) 

4. Original of the permit of the declaring enterprises (original and counterpart 2)

5. Counterfoil of Permit for Foreign-invested Enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao completed by each enterprise after division (1 copy). 

Documents required to apply for decreasing total investment and registered capital

I. Documents to be submitted for preliminary declaration:

1. Application report on decreasing total investment and registered capital signed by the legal representative of the enterprise (1 printed original, with seal of the enterprise) 

2. Resolution of the board of directors or other authority of the enterprise with respect to decreasing total investment and registered capital (1 printed original, signed by directors or other authority of the enterprise) 

3. Enterprise incorporation approval or the approval of other modifications, if any (1 copy of each) 

4. Original of enterprise permit (1 copy) 

5. Counterpart of business license of the enterprise (1 copy, with seal of the enterprise) 

6. The last existing capital verification report of the enterprise issued by a CPA firm (1 copy)

7. Audit report, including the balance sheet, list of assets, and roster of creditors for the two months before declaration, verified by a Chinese CPA (1 copy)

8. Contract and articles of association approved by the government (1 copy of each) 

9. Clarification on whether the enterprise is entangled in economic disputes or a jurisdictional or arbitration procedure (1 printed copy, signed by the legal representative of the enterprise, with seal of the enterprise) 

II. The following documents shall be submitted 90 days after the preliminary declaration is approved and first announced on newspaper of a provincial level or higher level (the format of the announcement is available on the website of the Trade & Industry Bureau for downloading)

1. Witness of newspaper which publishes the decrease of registered capital for three times on Dalian Special Zone Daily or the Dalian Economic Daily or another newspaper of a provincial level or higher level within 30 days (1 original of each) 

2. Clarification on pay-off of debts and the guarantee for possible outstanding debts (1 printed original, signed by the legal representative of the enterprise, with seal of the enterprise)

3. Supplementary contracts and articles of association about the issue of decreasing capital signed by investing parties (4 printed originals, signed by the legal representatives of the investors, sealed by the investors. The foreign-capital enterprise shall submit only the supplementary articles of association) 

4. Original of permit of the enterprise (original and counterpart 2)

5. Counterfoil of Permit for Foreign-invested Enterprise, applicable for overseas investors from Taiwan, Hong Kong and Macao (1 completed copy, only the modification issues are to be completed on the document)