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Incorporation Capacities –

A Certification & Notarisation Perspective

Introduction For an incorporation of an entity in China, there are many procedures,
legal documentation and various governmental requirements. The
foreign investor must provide some documents to support their
qualifications. Two of the basic supporting documents are
Certificate of Incorporation
Bank Reference Letter

Definition of Certificate A Certificate of Incorporation is a legal document relating to the
of Incorporation formation of the investor corporation. It may differ among different
countries. It is a certificate issued by the relevant government registry
as confirmation of the due incorporation and valid existence of the
company.

American Legal system The meaning of a Certificate of Incorporation in the American context
usually refers to the Articles of Incorporation or the Articles of
Association.

Despite the differences in the meaning of a Certificate of
Incorporation, the usage of the Certificate of Incorporation in the
incorporation of a legal business in China is the same.

What it contains 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 incorporation

How to certify & The foreign investor needs to prepare a copy of the Certificate of
notarize the Certificate Incorporation or get a copy of the Certificate of Incorporation from the
of Incorporation relevant government registry. The copy should be notarized by a
Notary Public or a lawyer to prove that it is a true copy. Next, the
notarized copy should be authenticated by the Chinese Consulate or

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Embassy in the investor’s country.

Hong Kong & Macau For Hong Kong & Macau, which are Special Administrative Regions
within China, the certified copy should be authenticated instead by
China Legal Service Ltd (as a Chinese Consulate is not present in the
region).

Natural Person If the investor is a Natural Person, the Passport and the ID card can
be provided instead of the Certificate of Incorporation.

No diplomatic relations If there is no diplomatic relations between China and the foreign
country, it is possible to seek the authentication from a 3rd country’s
consulate that has diplomatic relations with both countries. This is
done before seeking another additional authentication from the
China’s consulate.

All these processes are done in the investor’s country. Differing
regulations and agreements depending on the country have to be
followed for the proper notarization and authentication of the
documents.

After these are done, the Certificate of Incorporation is translated into
Chinese by a qualified translator and it can be then used for the
incorporation of a business in China. Two original copies of the
authenticated and notarized Certificate of Incorporation are required.
One is for the Municipal of Foreign Economic Relation & Trade
Commission and another is for the Administration Bureau for Industry
and Commerce.

Definition of Bank A Bank Reference Letter provides important information regarding a
Reference Letter company’s relationship with primary lending and depository
institutions. It is used generally to verify the existence of a bank
account with the bank and that the account has no bad record.

What it contains A Bank Reference Letter usually contains these details
The bank header
The letter is addressed to the specified agency
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A short paragraph on the record of the company by the bank and
verified 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 with
the stamp of the bank.

How to get the Bank The bank reference letter is needed to verify the financial
Reference Letter circumstances of the foreign investor before allowing the investor to
set up the company in China.

Responsibility The bank reference letter is requested by the foreign investor from the
Bank. The investor can request this information from the Bank using
several methods such as calling, emailing or requesting online etc.

Two original copies of the bank reference letter are needed again for
the Municipal Foreign Economic Relation & Trade Commission and
the Administration Bureau for Industry and Commerce.

In the bank reference letter, the declaration usually does not involve
any responsibility on the bank’s part and that the bank is normally not
held liable or responsible for or by reason of the contents of the letter.

Corporate Services By SBA Stone Forest Corporate Advisory Company offers the following
SBA Stone Forest Corporate 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 Singapore
and 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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For more information, please visit www.SBASF.com or contact us at:

SBA Stone Forest Corporate Advisory (Shanghai) Co., Ltd.
12th Floor, Shartex Plaza No. 88 Zun Yi Rd (South), Shanghai PR China,
Postal Code: 200336
Tel: (86-21) 6270 2215 Fax: (86-21) 6270 2275
Contact Person: Mr Ching Mia Kuang, Managing Partner

Copyright and Disclaimer:
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Co., Ltd. No part may be reproduced, copied, transmitted in any form or by any means without the written permission of SBA Stone Forest
Corporate Advisory (Shanghai) Co., Ltd.

While utmost care has been taken to ensure accuracy with the relevant laws at the time of writing, no person should rely on the
contents on this article without first obtaining advice from a qualified professional person. This article is issued on the terms and
understanding that (1) the author is not responsible for the results of any actions taken on the basis of information in this article,
nor for any error in or omission from this article; and (2) author expressly disclaims all and any liability and responsibility to any
person, whether a reader of this publication, in respect of anything, and of the consequences of anything, done, or omitted to be
done by any such person in reliance, whether wholly or partially, upon the whole or any part of the contents of this article.

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