China WFOE Registration Guide (12) - Legalisation of Shareholder’s Identity Documents

1. Introduction

For an incorporation of an entity in China, there are many procedures, legal documentation and various governmental requirements. One of the documents to be submitted for the purpose of registration of a WFOE is the duly legalized Certificate of Incorporation or identity document of the shareholder of the WFOE.

2. Definition of Certificate of Incorporation

A Certificate of Incorporation is a legal document relating to the 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.

Content of the Certificate of Incorporation
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

3. Legalisation of Certificate of Incorporation

The foreign investor needs to prepare a copy of the Certificate of Incorporation or get a copy of the Certificate of Incorporation from the 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 Embassy in the investor’s country.

4. Legalisation of Identity Documents in Hong Kong and Macau

Hong Kong and Macau are Special Administrative Regions within China and there consulate certification is not available. Instead, the identity documents of the shareholder(s) are certified by an attesting officer recognized by the Chinese Government and further be authenticated by China Legal Service Ltd.

The corporate documents required to be legalized, in the case of a Hong Kong incorporated company, include the Certificate of Incorporation, Business Registration Certificate, Memorandum and Articles of Association and Form NC1 etc.

5. Natural Person

If the investor is a Natural Person, the Passport or Hong Kong Identity ID and Home Return Card (Hong Kong residents) or Macau Identity Card and Home Return Card (Macau Residents) should be legalized.

6. 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.