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Introduction
 
Definition of Certificateof IncorporationAmerican Legal systemWhat it containsHow to certify &notarize the Certificateof Incorporation
For an incorporation of an entity in China, there are many procedures,legal documentation and various governmental requirements. Theforeign investor must provide some documents to support theirqualifications. Two of the basic supporting documents are
Certificate of Incorporation
Bank Reference LetterA Certificate of Incorporation is a legal document relating to theformation of the investor corporation. It may differ among differentcountries. It is a certificate issued by the relevant government registryas confirmation of the due incorporation and valid existence of thecompany.The meaning of a Certificate of Incorporation in the American contextusually refers to the Articles of Incorporation or the Articles ofAssociation.Despite the differences in the meaning of a Certificate ofIncorporation, the usage of the Certificate of Incorporation in theincorporation of a legal business in China is the same.The Certificate of Incorporation usually contains these details:
The name of the company
The company registration no/document no
The type of the company
The date of official incorporationThe foreign investor needs to prepare a copy of the Certificate ofIncorporation or get a copy of the Certificate of Incorporation from therelevant government registry. The copy should be notarized by aNotary Public or a lawyer to prove that it is a true copy. Next, thenotarized copy should be authenticated by the Chinese Consulate or
Incorporation Capacities –A Certification & Notarisation Perspective
 
 
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 Hong Kong & MacauNatural PersonNo diplomatic relationsDefinition of BankReference LetterWhat it contains
Embassy in the investor’s country.For Hong Kong & Macau, which are Special Administrative Regionswithin China, the certified copy should be authenticated instead byChina Legal Service Ltd (as a Chinese Consulate is not present in theregion).If the investor is a Natural Person, the Passport and the ID card canbe provided instead of the Certificate of Incorporation.If there is no diplomatic relations between China and the foreigncountry, it is possible to seek the authentication from a 3rd country’sconsulate that has diplomatic relations with both countries. This isdone before seeking another additional authentication from theChina’s consulate.All these processes are done in the investor’s country. Differingregulations and agreements depending on the country have to befollowed for the proper notarization and authentication of thedocuments.After these are done, the Certificate of Incorporation is translated intoChinese by a qualified translator and it can be then used for theincorporation of a business in China. Two original copies of theauthenticated and notarized Certificate of Incorporation are required.One is for the Municipal of Foreign Economic Relation & TradeCommission and another is for the Administration Bureau for Industryand Commerce.A Bank Reference Letter provides important information regarding acompany’s relationship with primary lending and depositoryinstitutions. It is used generally to verify the existence of a bankaccount with the bank and that the account has no bad record.A Bank Reference Letter usually contains these details
The bank header
The letter is addressed to the specified agency
 
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How to get the BankReference LetterResponsibility
A short paragraph on the record of the company by the bank andverified on a particular date
The date that company set up the bank account with the bank
The signature of the authorized personal of the bank together withthe stamp of the bank.The bank reference letter is needed to verify the financialcircumstances of the foreign investor before allowing the investor toset up the company in China.The bank reference letter is requested by the foreign investor from theBank. The investor can request this information from the Bank usingseveral methods such as calling, emailing or requesting online etc.Two original copies of the bank reference letter are needed again forthe Municipal Foreign Economic Relation & Trade Commission andthe Administration Bureau for Industry and Commerce.In the bank reference letter, the declaration usually does not involveany responsibility on the bank’s part and that the bank is normally notheld liable or responsible for or by reason of the contents of the letter.
Corporate Services BySBA Stone Forest
 SBA Stone Forest Corporate Advisory Company offers the followingCorporate Compliance and Corporate Secretarial Services:
Entity establishment/incorporation advisory for WFOE, JV, FICE,RO etc.
Branch companies establishment in China
Intermediate holding companies establishment eg. in Singaporeand Hong Kong, BVI etc.
Corporate Secretarial Services
Custodian for key documents
Custodian for seas/stamps
BOD meeting and minutes
Company de-registration and Liquidation
Non-routine Corporate Secretarial Services
Change of directors
Change of business address
Change of Chief Representative
etc.
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