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Representative Office deregistration (Closure) in China

Last Updated: Feb. 10, 2012

Information provided below will guide you to:

Representative Office De-Registration (Closing down A Rep. office) in China

To closing down a Representative office in China would be much more complicated than set up a New Rep. office. It could be stuck there if the liquidation report can't be approved by local tax authority, thereafter, investor has to spend great amound of time and efforts on the closure of a Rep. office. Below is a brief introducation of how Path To China helps to closing down a Rep. office in China:

First, we need to contact the revenue officer, who was designated to manage your rep. office's taxation affairs in the process of the establishment of your rep office

A cancellation form will be send from the revenue officer. We will arrange to fill out the form, so the tax bureau will know your tax payment history.

There are a couple of documents need to be submitted:

1. A board resolution to the closure of representative office with the chairman of board of directors' signature and seal of the holding company together with the cancellation application form signed by the chief representative of the rep office should be submitted to tax bureau.

A cancellation application usually includes

a. Time and registered number of approval of the office establishment

b. The operational situation after the establishment

c. Reasons and causes of the office cancellation Registration certificate (like business license of a company) and cancellation of tax registration certificate (original and copy) should also be provided at the same time.

Those are easy stuff to handle. The toughest and most time-consuming part is the tax audit report made by local CPA (Certified Public Accountant). Below documents needs to be give to the CPA, PtC could handle this as we helped your accounting:

2. Photocopy of the receipts of the representative office's tax return and the staff's personal income tax return Note that: foreign staff's overseas tax return also might to be given to the local CPA because the fact that some foreign employees might work in their own country. The tax bureau won't levy the tax on their overseas income, usually what they get is a paper approved by overseas CPA proving that the employee has not income in other countries.

3. Bank statement clarifying the rep office's entire payment history in China

4. Accrued expense certificate ( it's a little paper stating your expense to be paid for the cancellation procedures, like the fees charged by the consulting company and relevant authorities)

5. The lease contract of the office( stamp tax worthy of 1/1000 of one year's rent and invoice for the lease payment need to be glued on the contract)

After the submission of those papers, the CPA will work on the tax audit. In case some staff's tax return receipts are missing, an application can be submitted to the district tax bureau and they will give you the receipts. Yet the missing of the representative office's tax return receipts can cause a lot of trouble and you will be asked to repay the tax.

Your application can never be approved if the tax bureaus officials find you haven't pay sufficient tax or they suspect that you are guilty of tax evasion.

One month after the approval of the tax audit report, the tax bureau will issue a "notice of cancellation of tax registration". Now it's time to handle the cancellation online, and like one or two weeks later, two cancellation application forms will be sent to you by PtC After being filled out properly, together with the notice of cancellation for tax registration and a statement about the settlement of debts and credits, those two forms will be sent to Local administration of Industry & Commerce.

The following documents are also needed:

1. Registration Certificate( e-business license: CD and USB

2. Tax Registration Certificate( original and copy)

3. Organizational Code Certificate( original and copy)

4. Statistics Registration Certificate

5. Alien Employment Permit

6. Work Visa

7. Letter of Authorization ( in case the chief representative is not in China) Chief representative's signature required) (4 originals)

8. Representative office's written resolution to cancellation (chief representative's signature required) (7 originals)

9. photocopy of the chief representative's passport

10. stamps of Rep. office

After all those procedures are finished, the industry & commerce will send you a "notice of the approval of cancellation for registration". The end of the closure of your China representative office.

Service fee:

The service fee for the whole procedure of Rep. office closing down in Shanghai, Beijing, Shenzhen, Hangzhou:

RMB 12,000 (Service fee not includes cost for liquidation report nor audit report)

Liquidation report:

CPA’s liquidation report: RMB 3,000 ( For Rep. office be established for over 2 years, as our CPA has to check all the originals invoices, bookkeeping records for more than 2 years, the cost for liquidation report will be RMB 5,000)

More information about Rep. Office:

Contact Our Regional Partners in Beijing, Shenzhen, Shanghai, Hangzhou or Hong Kong for more details: