Application for Registration of Change for Merger (Separation) by Company Shareholders

2022-10-12

Basic Documents.jpg

Materials shall be submitted with applications for Registration of Change in companies experiencing a merger (separation) by shareholders. The following materials are required, when a company applies for Registration of Change for merger (separation) by shareholders.

I. The original Application Form for Company Registration (Recordation) 

II. A copy of the Merger Agreement. (For mergers, a copy of the Merger Agreement, and for separations, a copy of the Separation Resolution or Decision, shall be submitted.) Or, one copy of the Separation Resolution (Decision) (For mergers, a copy of the Merger Agreement, and for separations, a copy of the Separation Resolution or Decision shall be submitted.)

III. The original deregistration documents. (For company dissolution due to mergers (separations) by shareholders, a deregistration certificate describing the merger (separation) situation shall be submitted; for newly established companies due to mergers (separations), a certificate of the establishment shall be submitted; for companies still existing after the merger (separation), proof of change is to be submitted.)

IV. The original articles of association for the company. (To be signed by the legal representative of the company and stamped with the official seal.) Or, the original amended articles of association for the company. (To be signed by the legal representative of the company and stamped with the official seal.)

V. One copy of the certifications of eligibility for companies newly established or still existing after mergers (separations) by shareholders

VI. One copy of the approval documents (permit). (To be submitted for approval under laws, administrative regulations, and decisions of the State Council. The copy should be identical to the original and stamped with the official seal.)

VII. One copy of the business license duplicate. (Paper versions of original business licenses shall be returned if already issued)

VIII. The original Letter of Commitment to Registration Notification for Market Entities in Beijing Municipality. Entities choosing to use the Notification-Commitment System should also submit the Letter of Commitment of the Investor (Legal Representative) to Registration Notification for Market Entities in Beijing Municipality, and the Submitter's Letter of Commitment to Registration Notification for Market Entities in Beijing Municipality. 

Process, Time, Mode, Location, and Fees.png

1. Time

9:00–12:00, 13:30–17:00 {Extended service hours: Saturday: 9:00–13:00 (except statutory holidays, during which reservations are required)}

2. Mode and Location

On-site processing: Government Service Center of Beijing Municipality: Service Window for General Affairs, No. 1 West Third Ring South Road, Fengtai District, Beijing (southwest corner of Liuliqiao); Beijing Municipal Administrative Center Government Service Center: Service Window for General Affairs, Zone 2 (southeast corner), No. 48 Xinhua East Street, Tongzhou District, Beijing

Online: banshi.beijing.gov.cn

3. Process

(1) Application acceptance: immediate acceptance

(2) Review and decision: Immediate

(3)Issuance and delivery: immediate issuance

4. Fees

Free of charge

5. Authority in charge

Beijing Municipal Administration for Market Regulation 

Notes.jpg

1. Registration application documents and other application materials shall be submitted on white A4 paper, neatly filled out, and signed with fountain pens or ballpoint pens in either black or blue ink. 2. Materials submitted on-site at service windows shall be originals unless otherwise specified. Photocopies shall contain a statement verifying that they are identical to the originals and shall be signed by the applicant, the designated representative, or the jointly entrusted agent. 3. Where the applicant chooses the fully electronic registration procedure, qualification certificates, identity certificates, approval certificates, articles of association, resolutions, and other documents can be submitted in scanned originals (photocopies) via the fully electronic registration system, or in the formats specified by the registration service system. 4. If the materials being submitted in the application process require a signature but no signatory is specified, natural persons shall sign their own names personally. For legal persons and other institutions, the materials shall be signed by the legal representatives, persons in charge or authorized signatories, and stamped with official seals. People unable to sign in person shall submit a power of attorney with their in-person signatures to authorize another person to sign. The power of attorney should be submitted in the original, and the entrusted person shall cooperate with the registration authority for real-name authentication. 5. If submitted materials and notarized and certified documents are in foreign languages, they shall be immaculately translated into Chinese. The Chinese translations and the original documents in a foreign language shall be submitted at the same time, with an explicit expression that "This translation is accurate". The translation company shall affix its official seal (special seal for translation) on the translated copy or attach copies of the business license and other qualification certifications, and specify the translator and contact information. In the case of translation by a natural person, the natural person shall sign the translation, specify contact information and attach a copy of the corresponding translation qualification certificate or identity certificate of the translator. 6. During registration and recordation, applicants shall cooperate with registration authorities in the process of real-name authentication for relevant personnel via face authentication and other methods in the real-name authentication system. In cases where natural persons are unable to verify identity information through the real-name authentication system due to special reasons, the lawfully notarized identity documents can be submitted, or the natural persons can bring their identity documents to a service center for on-site processing.


Attachment