Corporate restructuring support in China.

Closing down a representative office in China can be a lengthy process if it is not handled in the correct way, particularly if the office was not originally established entirely in accordance with the law, but rather through “back-door” connections. China’s legal system is becoming more and more transparent and administrative bodies are increasingly enforcing the law, so it pays to do things the right way. Simply walking out of the country is not the way to go!

There are several steps required to close down an office.

Firstly, tax payment certificates and receipts from the national and local tax bureaus must be given to the authority responsible for closing the office, along with a brief statement about the settlement of debts and credits. The Tax Bureau will require the closure audit report to be approved by a Certified Public Accounting firm.

Secondly, various documents need to be prepared and given to the relevant authorities. Cancellation forms need to be submitted to the Industrial and Commercial Bureau, along with a detailed explanation as to why the office is closing. Both Chief Representative and the authorised person of the parent company must sign the forms. A separate application also needs to be made by the holding company’s letterhead, and must be stamped with the holding company’s seal. There must also be a board resolution that agrees to the closure of the office or a statement expressing the company’s wish to close the office, signed by the chairman of the parent company. The Certificate of Incorporation must be returned to the Industrial and Commercial Bureau.

Furthermore, the bank must provide a notice that confirms the cancellation of the office’s bank account. The official seal and financial seal should be returned to Public Security Bureau. If all the necessary documents are provided and taxes have been paid, the closure procedure should take roughly 9 to 18 months.