To simplify and unify business registrations and corporate
filings, the Chinese government has initiated a reform to combine
the business license, tax registration certificate and organization
code certificate of a PRC-registered entity into one certificate,
also known as the "3-in-1 Certificate". As the reform has
now been rolled out to the entire country after several pilot
periods in certain cities, we summarize below a few things you may
want to know about the 3-in-1 Certificate.
1. Before and After
A couple of weeks—to a couple of months—has
traditionally been the range of time needed to undergo all of the
registrations and filings needed to set up a business, even
after a foreign investment project has been approved. The
first necessary step has been obtaining a business license (issued
by the administration for industry and commerce ("AIC")),
followed by a tax registration certificate (co-issued by national
and local tax authorities) and then an organization code
certificate (issued by the technical supervision authority). Often,
the registration process has involved producing many supporting
documents during multiple visits to government agencies before
finally completing the process.
Now, however, an investor can apply through "a single
window" at the AIC. The AIC will in turn process the
application with the other two authorities. When the application is
approved, a new 3-in-1 Certificate with a "unified social
credit code" will be issued. There is no longer a need to
apply separately for tax registration and organization code
After implementation of the 3-in-1 Certificate scheme, the time
to set up an entity should be much shorter, with some authorities
reportedly able to complete the process in two or three days.
However, investors should bear in mind that the system is very new
and many local authorities are still finalizing their local
application forms and registration rules and policies.
2. Existing Entities and Transition Period
Existing entities are required to apply for the new 3-in-1
Certificate with a unified social credit code from the AIC, and
surrender their existing business licenses, tax registration
certificates and organization code certificates. There is no
application fee for such replacement filings, but all existing
entities must submit required application documents to the AIC.
In certain cities, such as Beijing and Shanghai, there is a
transition period for the reform: existing certificates that have
not yet been replaced with the new 3-in-1 Certificates will remain
valid during the transition period (until December 31, 2020 for
Beijing, and until December 31, 2017 for Shanghai). After the
transition period, the old "non-unified" certificates
will become void. Entities operating with void certificates may be
subject to administrative fines and other penalties.
If, during the transition period, an entity established before
October 1, 2015 needs to apply for any change to its registration,
the local AIC will take back the entity's existing non-unified
certificates and issue a new 3-in-1 Certificate. Local variations
in practice may exist when dealing with existing entities, so we
recommend that anyone considering a registration change review the
local practice first.
In some cities, such as Guangzhou, no transition period has yet
been instituted. In these cities, existing certificates will
continue to be effective and will not need to be replaced pending
further notice from the local AIC.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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