Laws of the People's Republic of China

The People's Bank of China

Measures of the People's Bank of China on Administration of the Establishment of Resident Representative Offices in China by Foreign-capital Financial Institutions

June 11, 1991

Article 1

These Measures are formulated for the purpose of regulating the control of resident representative offices in China of foreign-capital financial institutions (hereinafter referred to as resident representative offices), in accordance with the Interim Provisions of the State Council of the People's Republic of China on Administration of Resident Representative Offices of Foreign Enterprises.

Article 2

Foreign-capital financial institutions mentioned in these Measures refer to foreign capital banks, securities companies, investment companies, insurance companies, financial companies, credit card companies and financial leasing companies.

Article 3

A resident representative office is an agency of its head office, called the "such-and-such Representative Office". Its principal member in charge is called chief representative and other members are called representatives, advisers, assistants or secretaries.

Article 4

The People's Bank of China (PBC) is the agency in charge of matters of examination and approval and of control in connection with resident representative offices. Foreign-capital financial institutions can apply to PBC for establishment of resident representative offices in the open cities of China in accordance with these Measures.

Article 5

A foreign-capital financial institution which applies for establishment of a resident representative office in China's open cities must submit to PBC the following documents and materials for the application:

(1)

written application signed by chairman of the board of directors or president of the head office of the applying institution and addressed to the President of the People's Bank of China;

(2)

a copy (or photocopy) of the license to do business or of the business registration certificate issued by the pertinent authorities of the country or region where the applicant institution is located;

(3)

the articles of association of the applying institution's head office and list of members of its board of directors or other similar bodies;

(4)

annual reports of the applying institution of the last 3 years;

(5)

other documents and materials as PBC may require.

Except for the foregoing item (4), all documents and materials listed in the above paragraphs originally written in foreign languages must have their Chinese translations attached.

A foreign-capital financial institution applying to set up a resident representative office in Beijing must submit its application documents and materials to the Head Office of PBC while an application for the establishment of such an office in other cities shall be submitted to the local branches of PBC which, after examination of the applicant's paper, shall report to the PBC Head Office.

Article 6

PBC, within 3 months of receiving the application papers from a foreign-capital financial institution, shall decide whether to accept its application or not. If an application is accepted, the applicant shall be issued a "Form of Application for Establishing Resident Representative Offices in China by Foreign-capital Financial Institutions". If no confirmation has been received from PBC after the three-months period, the application is deemed automatically invalidated.

A foreign-capital financial institution must, within 2 months of receiving the "Form of Application for Establishing Resident Representative Offices in China by Foreign-capital Financial Institutions" from PBC, submit to its Head Office for examination and approval the filled out Form, together with the certificate of authority signed by the applicant's chairman of the board of directors or president for the chief representative of the resident representative office and the personal resumes of the chief and other representatives.

The Head Office of PBC, after approving the establishment in China of a resident representative office of a foreign-capital financial institution, shall issue a certificate of approval to the applicant.

Article 7

Having obtained permission to set up a resident representative office in China, the foreign-capital financial institution must, in conformity with relevant regulations of the country, go to the industrial and commercial administrative office and public security office of the locality of the resident representative office to present the certificate of approval issued by PBC and perform the procedures of business registration and residence registration for its staff members and their relatives. It shall also open a bank account with a local state specialized bank and perform tax registration procedures at the local tax office.

Article 8

The work of a resident representative office falls within the scope of non-profit activities such as consultation, liaison and market investigation. In its performance of duties, the resident representative office is not allowed to engage in business operations on behalf of its home institution's head office or agencies, including those in China.

Article 9

For a change of the chief representative of the resident representative office, it must present to the Head Office of PBC a letter requesting approval of the change signed by the chairman of its board of directors or president and the documents authorizing the appointment of a new chief representative and giving a resume of his biography. The change has to be approved by the PBC Head Office.

For and addition to or a change in the representatives, assistants and employees of foreign nationalities or from Hong Kong and Macao in the Beijing based resident representative office, it must present to the Head Office of PBC a letter requesting approval of such personnel changes signed by the officer in charge of the pertinent department of its head office and personal resumes of the newly appointed personnel, the personnel changes have to be approved by the PBC Head Office.

For similar personnel changes in resident representative offices in other cities than Beijing, the offices concerned must present the same kinds of documents as in the case of Beijing based office to the local branches of PBC, which shall approve the requested personnel changes and report them to the PBC Head Office for record.

Article 10

For employment of Chinese citizens inside the country to work as advisers, secretaries, translators or ordinary workers at the recommendation of Chinese foreign affairs service units, the resident representative office must report to the Head Office or local branches of PBC the name list of the employed Chinese citizens and their resumes for record. Those whose employment is not reported for the record are not allowed to work for the resident representative office.

Article 11

For a change of its name, the resident representative office must present to PBC a letter requesting approval of the change signed by the chairman of the board of directors or president of its head office. On obtaining approval by the Head Office of PBC, the resident representative office shall present the certificate of approval to the local industrial and commercial administrative office and perform the formalities for a change in the registration.

Article 12

For a change of office location, the resident representative office shall present to PBC a letter requesting approval signed by its officer in charge. On obtaining approval by PBC, the resident representative office shall present the certificate of approval to the local industrial and commercial administrative office and perform for formalities for a change in the registration.

For a change of office location, the resident representative office based in Beijing shall report to the Head Office of PBC for approval while resident representative offices located in other cities shall report to the local branches of PBC for approval.

Article 13

The chief representative of a resident representative office should reside in China to take charge of its routine work. If the chief representative leaves China for more than 1 month or if he is unable to regularly stay in China to take charge of its routine work, he should appoint in advance a special person to act for him and send the letter of appointment to the Head Office of PBC or a local branch of PBC for record.

Article 14

Resident representative offices shall, before the end of February each year, present to PBC reports of their work in the previous year. The reports must be made in Chinese in the forms specified by PBC, and truly reflect the offices' work in China.

The resident representative office in Beijing should send its report to the Head Office of PBC while the resident representative offices in other cities should send their reports to the local branches of PBC which will forward the reports to their Head Office.

Article 15

If a foreign-capital financial institution decides to withdraw its resident representative office in China, it must present in advance a letter requesting approval signed by its head office to PBC. With approval from the Head Office of PBC, it shall proceed with the cancellation of registration at the relevant office. It's head office shall bear responsibility for any unsettled matters the resident representative office involved in.

Article 16

The Head Office of the PBC is responsible for the supervision, inspection and regulation of the resident representative office stationed in Beijing while it authorizes its branches to exercise supervision, inspection and regulation of the local resident representative offices in other cities.

Article 17

The resident representative offices must abide by Chinese laws and regulations and these Measures. If a resident representative office violates these Measures, the Head Office of PBC and its local branches have the right to take up the matter with the resident representative office involved in.

Article 18

These Measures are applicable to the financial institutions registered in Hong Kong, Macao and Taiwan for their establishment of resident representative offices.

Article 19

These Measures shall enter into force as of the date of promulgation. The Measures of the People's Bank of China on Administration of the Establishment of Resident Representative Offices in China by Overseas-Chinese-capital and Foreign-capital Financial Institutions promulgated by the People's Bank of China on February, 1983 are repealed simultaneously.