Specification for Materials Submitted for Incorporation and Registration of a Company
1. Application for Company Registration (Record).
2. Articles of Association (signed by all stockholders of a limited liability company or by all promoters of a joint-stock limited company).
3. Subject qualification document or natural person identity certificate of each stockholder and promoter.
◆ If the stockholder or promoter is an enterprise, a copy of the Business License shall be submitted.
◆ If the stockholder or promoter is an institutional legal person, a copy of the Registration Certificate of the legal person shall be submitted.
◆ If the stockholder or promoter is a social organization legal person, a copy of the Registration Certificate of the legal person shall be submitted.
◆ If the stockholder or promoter is a private non-enterprise organization, a copy of the Registration Certificate of the organization shall be submitted.
◆ If the stockholder or promoter is a natural person, a copy of his/her ID card shall be submitted.
◆ If the stockholder or promoter is a foreign investor, the subject qualification document or identity certificate shall be notarized by the notary organ of the country where it is located, and shall be certified by the Chinese embassy (consulate) in that country. If such country has not established the diplomatic relations with China, they shall be firstly certified by the embassy (consulate) of a third country in such country (the third country must have already established the diplomatic relations with China), and then further certified by the embassy (consulate) of China in the third country. Documents issued in overseas territories of a country shall be notarized in the territories first, then certified by a foreign diplomatic institution of the country, and finally certified by the embassy (consulate) of China in the country. These documents shall be such certified unless otherwise stipulated in the international treaties concluded or acceded to by and between China and relevant countries. A Foreign Permanent Resident ID Card submitted by a foreign natural person who invests in and establishes an enterprise in China as the identity certificate will not be required to notarize and certify. A passport that has been endorsed by the embassy (consulate) of China and confirmed by a Chinese entry-exit administration authority submitted by a foreign natural person as the identity certificate will not be required to notarize after checking its original.
For the subject qualification documents or identity certificates of investors from the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan Region, according to the special provisions or agreements, the notarized documents of the local notarial institutions shall be provided according to law. The identity certificates of natural person investors from the Hong Kong Special Administrative Region and the Macao Special Administrative Region shall be local permanent identity cards, passports of the Special Administrative Region, Residence Permit for Hong Kong and Macao Residents issued by a mainland public security authority, and Mainland Travel Permit for Hong Kong and Macao Residents issued by a mainland entry-exit administration authority. The Residence Permit for Hong Kong and Macao Residents and the Mainland Travel Permit for Hong Kong and Macao Residents submitted will not be required to notarize. The Residence Permit for Taiwan Residents of the People's Republic of China issued by a mainland public security authority and the Mainland Travel Permit for Taiwan Residents issued by a mainland exit-entry administration authority can be used as the identity certificate of natural person investors from Taiwan without notarization.
◆ If the stockholder or promoter is other types of legal person, the copy(ies) of qualification certificate(s) specified in relevant laws and regulations shall be submitted.
4. Appointment documents of the legal representative, director(s), supervisor(s) and senior management. Copies of identity documents of the legal representatives, directors, supervisors and senior management (if paper materials are submitted for registration, the copies of ID cards shall be pasted in the application).
◆ According to the provisions in the Company Law and the articles of association, a limited liability company shall submit stockholder decisions or resolutions of stockholder' meetings, and a joint-stock limited company established by initiation shall submit the minutes of general meeting of stockholders (a joint-stock limited company established by public offering shall submit the minutes of the founding meeting). Where the Company Law and the articles of association stipulate that the appointment of persons in the company organization must be decided by the board of directors, the board of supervisors, the workers' congress, etc., relevant materials such as the resolution of the board of directors signed by the directors, the resolution of the board of supervisors signed by the supervisors, and the resolution of the workers' congress signed by the workers' representatives shall also be submitted.
5. Relevant documents for residence use.
6. For a joint-stock limited company to be established by public offering, a capital verification certificate from a legally-established capital verification organization, and a certificate for property right transfer procedures in case that the initial capital contribution of the promoter(s) is non-monetary property.
7. For a joint-stock limited company to be established by issuing stocks to the public, a verification and approval document of a securities regulatory authority under the State Council.
8. Copies of relevant approval or license documents in case that any item to be reported for approval before registration according to laws, administrative regulations and the decisions of the State Council is within the business scope to be reported for approval or applied for registration according to laws, administrative regulations and the decisions of the State Council for the purpose of incorporation of a company.
注：依照《公司法》、《外商投资法》、《市场主体登记管理条例》设立的公司申请设立登记适用本规范。禁止引进《外商投资产业指导目录（2017 年修订）》中所列禁止类；禁止引进《市场准入负面清单》（2018 年本）中所列禁止类项目以及《禁止用地项目目录》（2012 年本）中所列项目。
Note: The specification applies to the application for incorporation and registration of companies established in accordance with the Company Law, the Foreign Investment Law and the Regulations on the Registration Administration of Market Entities. It is prohibited to introduce the prohibited categories listed in the Catalogue for the Guidance of Foreign Investment Industries (Amended in 2017), the prohibited items listed in the Negative List for Market Access (2018 version), or the items listed in the Catalogue of Prohibited Land Use Items (2012 version).