7 things you must do when changing a Chinese company’s registered details

A change to a Chinese company’s name, address, business scope, registered capital, legal representative or shareholders must be filed with the registry within 30 days of the decision. Changes of directors and articles are filed in the same window. Foreign-invested companies also report to MOFCOM and update their bank. An unregistered change cannot be used against a good-faith counterparty.

A Chinese company’s registered details are public. The registry publishes them on the National Enterprise Credit Information Publicity System (国家企业信用信息公示系统) (Company Law Article 32).^⁠[1] Any bank, customer or court can read them there.

Keeping them current is the company’s job, through change registration (变更登记). The rules sit in the Company Law and the Regulation on the Administration of Registration of Market Entities (市场主体登记管理条例), both read here in Chinese. This page covers the limited liability company (有限责任公司), the usual vehicle for a foreign-owned business.

Seven things follow from a change of registered details. Numbers 4 and 5 apply only to a foreign-invested company, and 6 and 7 only when a shareholder sells its stake.

1. Register the change within 30 days of the resolution. This covers the name, address, registered capital, business scope, legal representative and shareholders (Company Law Article 32; Regulation Article 24).^⁠[1,2]
2. File a change of directors, managers or articles in the same 30 days. These are filed items, not registered ones (Regulation Articles 9 and 29).^⁠[2]
3. Have the legal representative sign the application. Where the legal representative is the item being changed, the new one signs (Company Law Article 35).^⁠[1] The applicant also goes through the registry’s real-name identity check (Regulation Article 15).^⁠[2]
4. Send MOFCOM a change report. It goes in at the same time as the registration or filing (Measures for Reporting Foreign Investment Information, Article 11).^⁠[3]
5. Update the foreign exchange registration at the bank. A new name, scope, legal representative or address triggers it, as well as new capital or investors (SAFE guidelines, item 7.2.3.2).^⁠[4]
6. Offer the stake to the other shareholders before selling to an outsider. Silence for 30 days counts as a waiver, unless the articles set other rules (Company Law Article 84).^⁠[1]
7. Publish the change of shareholding within 20 working days. The company does this itself, on the publicity system (Company Law Article 40; Interim Regulation on Enterprise Information Publicity, Article 10).^⁠[1,5]

Which changes to a Chinese company have to be registered?

Six items are registered, and changing any of them needs a change registration. They are the name, the domicile (registered address), the registered capital, the business scope, the legal representative’s name and the shareholders’ names (Company Law Article 32).^⁠[1] The Regulation adds the entity type (Article 8).^⁠[2] A second list is filed (备案) rather than registered. It is lodged with the registry, and changes to it have their own deadline and penalty.

	What is on the list	Where
Registered items(登记事项)	Name; entity type; domicile; registered capital; business scope; legal representative’s name; the shareholders’ names	Company Law Article 32; Regulation Article 8
Filed items(备案事项)	Articles of association; business term; each shareholder’s subscribed contribution; directors, supervisors and senior managers; the registration liaison; for a foreign-invested company, the person appointed to receive legal documents; beneficial-owner information	Regulation Article 9

A new director or a new general manager is therefore a filing, not a registration. Who the company must have in those posts is set out in what directors and officers a Chinese company must have.

How long do you have to register a change?

30 days from the resolution or decision that makes the change, or from the day a change required by law occurs (Regulation Article 24).^⁠[2] Filed items follow the same 30 days (Article 29).^⁠[2] Read the date on the resolution, not the date the new person starts: the Regulation counts from the former. A shareholder resolution removing a director takes effect on the day it is made (Company Law Article 71).^⁠[1]

The change	When and where it is filed
Moving to an address under another registry	Before moving in, with the registry for the new address, with documents showing the right to use the new premises. The old registry may not refuse to hand over the file without good reason (Regulation Article 27; Order 52 Article 35)
Adding a business-scope item that needs approval	Within 30 days of the approval (Article 26). Any change that needs approval is filed while the approval is valid (Article 24)
A licence behind a scope item is revoked, cancelled or expires	Within 30 days, either a change registration or deregistration (Article 26)
The legal representative becomes disqualified	For example by a large personal debt left unpaid when due. The company must apply to change the legal representative (Articles 12 and 25)

A complete application in proper form is registered on the spot. Otherwise the registry has 3 working days, extendable by 3 more in a complex case (Regulation Article 19).^⁠[2] Where the change touches an item printed on the business licence, the registry issues a new licence (Company Law Article 36).^⁠[1]

Who signs a change registration, and does anyone need to be in China?

The legal representative signs the application. It goes in with the resolution or decision and, where the articles change, the amended articles (Company Law Article 35).^⁠[1] When the legal representative is the item being changed, the new legal representative signs (Article 35, third paragraph; Order 52 Article 33).^⁠[1,6] The outgoing one does not have to.

Registration is in real names, and the applicant must cooperate with the registry’s identity verification (Regulation Article 15).^⁠[2] The filing itself can be handed to someone else: a company may entrust another individual or an intermediary to handle its registration (Article 18).^⁠[2] Why identity verification is the step a foreign passport holder often cannot complete from abroad is explained in whether you can register a company in China without visiting.

What else does a foreign-invested company have to update?

Two more records, each tied to the registry filing. The Foreign Investment Law requires foreign-invested companies to report investment information to the commerce authorities through the registration and publicity systems (Article 34).^⁠[7] The foreign exchange registration for direct investment is kept at a bank.

Record	When	How
The registry(市场监管部门)	Within 30 days of the resolution or decision	Change registration, or a filing for a filed item
MOFCOM change report(变更报告)	At the same time as the registration or filing; where no registration or filing is involved, within 20 working days of the change	Through the enterprise registration system
Bank: foreign exchange registration(基本信息登记变更)	No deadline set in the guidelines. The bank asks for the amended business licence, so this comes after the registry	At a bank within the provincial SAFE branch’s area

SAFE’s list of triggers is not limited to capital. It covers basic information (the name, business scope, legal representative and address) as well as investment information (registered capital, the investors and their subscribed amounts) (item 7.2.3.2).^⁠[4] A change of address or legal representative therefore reaches the bank as well as a change of capital does.

What has to happen when a shareholder sells its stake?

Four steps under the Company Law, in this order. They apply to a limited liability company; a joint stock company (股份有限公司) follows different articles.

1. Offer to the other shareholders. A sale to an outsider needs written notice to the other shareholders of the quantity, price, payment terms and timing. They may buy on equal terms, and silence for 30 days after the notice counts as a waiver. The articles may set different rules (Article 84).^⁠[1]
2. Notify the company. The seller tells the company in writing and asks it to update the register of members (股东名册) and to apply for change registration (Article 86).^⁠[1] The buyer can exercise shareholder rights from the day it is entered in the register.
3. Amend the articles and the register. The company cancels the seller’s capital contribution certificate, issues one to the buyer, and amends the articles and the register. That amendment needs no shareholder vote (Article 87).^⁠[1] The change registration then runs on the 30-day clock above.
4. Publish the change. The company itself publishes the equity change on the publicity system within 20 working days (Company Law Article 40; Interim Regulation on Enterprise Information Publicity, Article 10).^⁠[1,5]

One article matters to both sides. Where the stake sold carries subscribed capital not yet due, the buyer takes over the duty to pay it. The seller is liable for any part the buyer fails to pay on time (Article 88).^⁠[1] A seller of a stake with unpaid capital is not free of it on the day of the sale. For a foreign-invested company, the MOFCOM report and the bank update in the previous section apply to the sale as well.

What happens if a change is never registered?

Outsiders may rely on the old record. A registered item that has changed but has not been registered cannot be asserted against a counterparty acting in good faith (Company Law Article 34).^⁠[1] The fines come later, and only after an order the company has ignored.

What was not done	First step	If it still is not done
A registered item changed but not registered	The registry orders registration by a deadline (Company Law Article 260) or orders correction (Regulation Article 46)	A fine of RMB 10,000 to 100,000. Under the Regulation, revocation of the business licence in a serious case
A filed item changed but not filed	An order to correct (Regulation Article 47)	A fine of up to RMB 50,000
An equity change not published	An order to publish by a deadline (Publicity Regulation Article 10)	Listing on the abnormal operations list (经营异常名录, Article 18)
A foreign-invested company’s change report not submitted	MOFCOM orders correction by a deadline (Foreign Investment Law Article 37)	A fine of RMB 100,000 to 500,000

The Regulation tells the registry to set a fine by the company’s type, its size and the circumstances (Article 49).^⁠[2]

What if the company will not file the change?

For a sale of shares, the Company Law gives the parties a route. If the company refuses, or does not answer within a reasonable time, the seller or the buyer may sue it (Article 86).^⁠[1] A legal representative who has resigned and cannot get the company to file has a different route. It runs through a court judgment and a notice from the court to the registry, set out in what a legal representative is and how to get out of the role.

The reverse also happens. Where a court declares void or revokes the resolution a registration was based on, or finds it was never validly made, the company must apply to cancel that registration. Dealings with good-faith counterparties made in reliance on it stand (Company Law Article 28).^⁠[1]

Our Annual Compliance Check compares a company’s public record with its resolutions and finds the changes that were never filed. Business Agency & Filing Support runs the filings at the counter.

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