Guidelines on Registering a Representative Office and Filing to Conduct Temporary Activities for Overseas NGOs

Ministry of Public Security

(For the original document on the Ministry of Public Security’s website, see here)

 

To facilitate the process of registering representative offices and or filing to conduct temporary activities in China for overseas Non-Governmental Organisations ( hereinafter referred as NGOs) we thereby issue the following guidelines in accordance with the relevant provisions contained in the “the PRC Law on the Management of the Activities of Overseas NGOs within Mainland China.”

 

Ⅰ. Registration for establishing representative offices for overseas NGOs

a) Registration to establish a representative office

i. Registration requirements

Overseas NGOs refers to non-profit, non-governmental social organizations such as foundations, social groups and think tanks that have been lawfully established outside of Mainland China. Overseas NGOs may work in fields such as the economy, education, science and technology, culture, health, sports, environmental protection and in areas such as poverty alleviation and disaster relief and may carry out activities that legally aid the development of public welfare. In order to establish representative offices in Mainland China, overseas NGOs should meet the following requirements:

1. Lawfully established outside of Mainland China;

2. The NGO is independently able to assume civil liability;

3. The NGO’s aims and scope of activities as stipulated in the organizational charter are beneficial to the development of the public benefit sector;

4. The NGO has been existence for a continuous period of at least two years outside of Mainland China and has conducted substantial activities during that time;

5. Conditions provided by other laws and regulations.

 

ii. Registration procedure

1. Based on its scope of operations, geographic area of activities and the specific needs arising from carrying out activities, an overseas NGO should apply with the relevant department and obtain its consent to serve as its professional supervisory unit in accordance with the“2017 List of Fields of Activities, Categories of Projects and Professional Supervisory Units for Overseas NGOs to Carry Out Activities in Mainland China”.

2.Upon obtaining a consent from the professional supervisory unit, an application along with supporting documentation should be submitted to the overseas NGOs administration office within the provincial level public security bureau (the registration management authority) where the proposed office is located.

3.The registration management authority shall review overseas NGOs’ application to establish a representative office, and commission experts to conduct evaluations when necessary.

4. For those overseas NGOs whose application to establish a representative office has been approved, the registration management authority shall issue a registration certificate and make a public announcement. The registration shall include information such as name, address, scope of operation,and geographic areas of activity, chief representative and professional supervisory unit.

5. The representative office of an overseas NGO shall proceed to register for filing tax, getting an official seal, opening a bank account at a bank within Mainland China, and file copies of the mentioned documents with the registration management authority.

 

iii. Documentations required for submission

1. Application for Establishing Representative Offices for Overseas NGOs (Form 1)

2. Registration of Overseas NGO’s Representative Office (Form 2)

3. Registration of Chief Representative for Overseas NGO’s Representative Office (Form 3)

4. Letter of authorisation on establishing a representative office for overseas NGO

5. Proof of overseas NGO’s legal registration outside of China

6. Organisational charter of overseas NGOs

7. Proof that the overseas NGO has been in existence for a continuous period of at least two years outside of Mainland China and has conducted substantial activities during that time

8. Identification document and CV of the proposed chief representative for the representative Office

9. No Criminal Conviction Certificate for the Chief Representative of the Overseas NGO’s Representative Office (Form 4)

10. Proof of office location of the proposed representative office

11. Proof of financial sources

12. Consent from the professional supervisory unit

 

iv. Notarisation and certification on documents required for establishing the overseas NGO’s representative office and procedures thereof

Supporting documents and organisation charters submitted by overseas NGOs along with the identification documents for the proposed chief representative who is a resident of foreign country and or resident of Macao, Hong Kong and Taiwan should be verified in accordance with the followings:

1. Documentation pertaining to foreigner’s identification, the organisation’s charter and the proof that the overseas NGO has registered lawfully outside of Mainland China and that it has been in existence for a continuous period of at least two years and has conducted substantial activities during that time, should be notarised by the relevant notary department or by a notary public in its respective country of origin (except for if the laws of the country of origin provided otherwise), and certified by relevant authorities and Chinese embassy (or consulate) located within the country of origin;

2. Documentation pertaining to Hong Kong resident’s identification, organisation’s charter and proof that the NGO has registered lawfully in Hong Kong, it has been in existence for a continuous period of at least two years and has conducted substantial activities during that time, should be notarised by a notary public recognised in Mainland China;

3. Documentation pertaining to Macau resident’s identification, organisation’s charter and proof that the NGO has registered lawfully in Macau,it has been in existence for a continuous period of at least two years and has conducted substantial activities during that time, should be notarised by the notary department within the Special Administrative Region Government of Macau or by a notary public recognised in Mainland China;

4. Documentation pertaining to Taiwan resident’s identification (Taiwan residents should submit the “The Mainland Travel Permit for Taiwan Residents” as proof of identification), organization charter, proof that the NGO has registered lawfully in Taiwan and has been in existence for a continuous period of at least two years and has conducted substantial activities during that time should be notarized by a local notary public.

 

v. Determining a name for an overseas NGO’s representative office

The name of an overseas NGO’s representative office shall consist of components in the following order: “name of the overseas NGO”, “the site of the representative office”, and “representative office (regional office or liaison office etc.)

“The site of the representative office” refers to the appellation of the administrative division at or above county-level where the representative office is located.

For those overseas NGOs whose name does not contain the site of its original registration (country or region), the name of the representative office to be registered should be: “name of the overseas NGO”, “site of its original overseas registration in parenthesis”, “site of the representative office”, and “representative office (or regional office,liaison office etc.)”.

 

vi. Determining the overseas NGOs’ geographic areas of activities

The registration to establish a representative office for the overseas NGO should specify the geographic areas within which it intends to conduct activities. Such areas may be within the confines of provincial administrative divisions or go beyond such divisions. However the choice of activity areas should be consistent with the representative office’s scope of operation and the activities being carried out.If the overseas NGO intends to establish two or more representative offices, there should be no overlapping of the geographic areas of activities.

 

b) Changes of registration

i. Registration requirements and procedures

Any change or modification on items such as the name of an overseas NGO’ representative office, chief representative, location, scope of operation, geographic areas of activities, the professional supervisory unit and the representative office should apply for modification with the registration management authority within 30 days upon obtaining approval from the professional supervisory unit, and the registration management authority should promptly approve such application.

 

ii. Documentation required for submission

1. Modification of office’s name

Should any change occurs to the name of the overseas NGO, the name of its representative office in Mainland China should be modified accordingly

1) Consent of the professional supervisory unit

2) Copies of registration certificate of the overseas NGO

3) Registration Form for Changes in the Representative Office for Overseas NGO (Form 6)

4) Document proving the name change of the overseas NGO (needs to be notarized and certified)

Upon the completion of the name change application, the overseas NGO’s representative office shall renew its filing with the registration management authority on items including copies of tax registration, official seal and bank account information.

 

2. Change of chief representative

1) Consent from professional supervisory unit

2) Copies of registration certificate of the overseas NGO

3) Registration Form for Changes in the Representative Office of Overseas NGO (Form 6)

4)The appointment letter of the proposed chief representative of the overseas NGO (needs to be notarized and certified);

5) Registration of Chief Representative for Overseas NGOs’ Representative Office (Form 3)

6) If the proposed chief representative of the overseas NGO is a resident of foreign country ora resident of Hong Kong or Macau, notarized and or certified identification documents should be submitted.

7) No Criminal Conviction Certificate for the Chief Representative of Overseas NGOs’ Representative Office (Form 4)

 

3. Change of office location

1) Consent from the professional supervisory unit

2) Copies of the registration form for the overseas NGO’s representative office

3) Registration Form for Changes in the Representative Office of Overseas NGO (Form 6)

4) Proof of new location

 

4. Changes in the scope of operation and the geographic areas of activities

1) Consent from the professional supervisory unit

2) Copy of registration form for the representative office of the overseas NGO

3) Registration Form for Changes in the Representative Office of Overseas NGO (Form 6)

4) An overseas NGO that needs to change its professional supervisory unit as a result of changes occurring in its geographic areas of activity, shall apply for change of professional supervisory unit and for change of geographic areas of activity simultaneously

 

5. Change of professional supervisory unit

1) Copy of registration form for overseas NGO’s representative office

2) Registration Form for Changes of Representative Office of Overseas NGO (Form 6)

3) Consent from the previous professional supervisory unit

4) Consent from the proposed professional supervisory unit

 

When applying for changes in more than the two categories outlined above, there is no need to submit duplicate documents for each application.

 

c) Filing of annual activity plan and annual review

i. Filing of annual activity plan

1. The representative office of an overseas NGO shall submit to the professional supervisory unit an activity plan detailing next year’s activities, including project implementation and use of funds prior to December 31st of every year. Upon receiving the consent from the professional supervisory unit, the representative office needs to fill in a Filing Form on Annual Activity Plans for Overseas NGO (Form 7) as specified in the annex.

2. Should adjustment needs to be made to the plan as a result of extraordinary situations, (the representative office) should fill in the Filling Form on Modifying Annual Activity Plans for Overseas NGOs (Form 8) and file with the registration management authority in a timely fashion.

 

ii. Annual review

The representative office of an overseas NGO shall submit an annual work report to its professional supervisory unit prior to January 31st each year. Upon receiving feedback from the professional supervisory unit, it shall fill in the Work Report of 20** (Form 9), and the representative office shall submit the report to the registration management authority by March 31st for an annual review.

An annual work report shall include information including description of the activities, and changes in personnel or in the organizational structure, and an accounting report audited by a Chinese accounting firm and consistent with the standard Chinese accounting laws. The report shall be uploaded to a website managed by the registration management authority and open to public viewing.

 

d) Cancellation of registration

i. Cancellation requirements

The overseas NGO’s representative office may apply to cancel its registration with the registration management authority should the following occur:

1) The overseas NGO closed its representative office in China;

2) The overseas NGO ceases to operate;

3) The overseas NGO’s registration certificate was revokedor suspended in accordance with laws;

4) Other grounds

 

ii. Documentation requirements

1) Application to Cancel Registration for Overseas NGOs (Form 10)

2) Liquidation report (including information on social insurance)

3) Cancellation of tax registration or a statement stating that no tax registration was obtained in the first place provided by the taxation authority.

4) Proof that necessary settlement was completed or a statement stating that no registration was obtained in the first place by the foreign exchange controlling authority.

5) Proof of cancellation of bank accounts

6) Documents on surrendering official seals

7) The registration certificate, both original and duplicate

8) Other documents required by the registration and management authority

The overseas NGO shall assume any legal liabilities arising from any unresolved issues after the filing of the cancelation application by its representative office.

 

Ⅱ. Filing to Conduct Temporary Activities for Overseas NGOs

a) Filing requirements and procedures

i. Overseas NGOs that conduct activities in Mainland China shall legally register and establish a representative office. Overseas NGOs that wish to carry out temporary activities in China shall cooperate with Chinese state authorities, mass organizations, public institutions, and social organizations (hereafter referred to as the Chinese partner organizations)

ii. When overseas NGOs wish to conduct temporary activities, the Chinese partner organizations shall go through approval procedures according to national regulations and file documents with the local registration management authority within 15 days prior to the inception of the temporary activities. Where temporary activities are required due to emergencies such as disaster relief, the filing period is not confined by the aforementioned time frame.

iii. Should the registration and management authority determine that the temporary activities violate the provisions of article 5 of The PRC Law on the Management of the Activities of Overseas NGOs within Mainland China; it shall promptly notify the Chinese partner organization to cease carrying out such activities.

iv. The Chinese partner organization shall submit to the registration and management authority a written report detailing activities conducted and how funds were used within 30 days upon completion of the temporary activities.

v. The duration of the temporary activities shall not exceed one year. Should there exist a need for extension, a new filing shall be submitted.

 

b) Documentation requirement on filing a record for temporary activities

i. Filling Form on Overseas NGOs to Conduct Temporary Activities (Form 11).

ii. Proof of legal registration status of the overseas NGO;

iii. A written agreement between the overseas NGO and its Chinese partner organization;

iv. Proof of project funds, financial sources and the bank account of the Chinese partner organization;

v. Approval documents acquired by the Chinese partner organization

 

Documents mentioned above pertaining to the overseas NGOs should be notarized and certified.

 

Ⅲ. Other Related Issues

a) Professional supervisory units in charge of overseas NGOs shall be determined in accordance with the “2017 List of Fields of Activities, Categories of Projects and Professional Supervisory Units for Overseas NGOs to Carry out Activities in Mainland China”. Should the activities conducted by the representative office fall in various areas; the professional supervisory unit should be determined on the basis of the representative office’s primary field of activity.

b) All forms mentioned above can be submitted, downloaded and printed via the website: www.mps.gov.cn.

c) All documents should be printed on A4 paper. Materials in foreign languages shall be submitted with verified Chinese translation.

d) Where overseas schools, hospitals, scientific and engineering technology research institutions or academic organizations engage in exchange and cooperation activities with their counterparts within China, relevant state regulations shall be applied in handling such activities.

e) Contact information of the administrative office of overseas NGOs of the Ministry of Public Security: 010-58186465, 58186464.

f) Based on this guideline, the administrative offices of overseas NGOs within the provincial public security organs may issue appropriate guidelines taking into account local conditions to provide guidance and services to facilitate the registration and filing for overseas NGOs.

 

Ⅳ. Annex (relevant registration/filing forms and flowchart)

(the forms and the flowchart can be downloaded from the original document. See the link above.)

Translated by CDB

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