How to Change Your China Company's Legal Representative

Table of Contents

Changing Your China Company Legal Representative

With so many foreign companies looking to close down their Chinese entities (almost always a WFOE) and leave the country, my law firm’s China lawyers are having to deal with a lot of WFOEs whose legal representatives are no longer with the foreign company. These companies need their legal representative to help steer the WFOE shutdown, but amidst this transition, they often face an unforeseen hurdle: their designated legal representative, key to facilitating the shutdown, left the company months or even years ago. Now, the company must scramble to appoint a new legal representative, and this will necessitate navigating a labyrinth of legal requirements under time pressure.

This scenario is not uncommon among foreign businesses in China. The role of a legal representative in a WFOE is pivotal, holding significant legal authority and responsibility for corporate decisions and compliance. Changes in corporate structure, strategy, or personnel often necessitate a change in this crucial position. Understanding why and how to efficiently manage this change is essential for any foreign company operating in China.

The Sad Reality of Changing a Legal Representative in China

But this being China, nothing could be further from reality. Changing your WFOE’s legal represenative in China is a complicated and document intensive process.

The Long List of Required Documents

The last time we executed a change of Legal Representative for a China WFOE (in Beijing), we had to draft/provide the following:

Amendment of the Articles of Association in Chinese. Four originals.
Amendment of the Articles of Association in English. For reference only.
Application letter for commercial bureau in Chinese. Two originals.
Application letter for commercial bureau in English: For reference only.
Application letter for SAFE in Chinese. Two originals.
Application letter for SAFE in English. For reference only.
Appointment letter in Chinese. Four originals.
Appointment letter in English. For reference only.
Introduction letter in Chinese. One original, with Beijing company chop.
Introduction letter in English. For reference only.
Letter of undertaking in Chinese. Four originals.
Letter of undertaking in English. For reference only.
Removal letter in Chinese. Four originals.
Removal letter in English. For reference only.
Resolution of the Investor/WFOE owner in Chinese. Four originals
Resolution of the Investor/WFOE owner in English. For reference only.
Power of attorney in Chinese for seal record. Two Originals.
Power of attorney in English for seal record in English. For reference only.
Power of attorney in Chinese. Four originals.
Power of attorney in English. For reference only.

We also needed the following documents from our client:

Business license. Original and two copies with the Company Chop.
Approval certificate. Original and two copies with Company Chop.
Most recent full year audit report. Two copies with Company Chop.
Most recent capital verification report. Two copies with Company Chop.
Foreign exchange IC card. Original.
Enterprise code certificate. Original and one copy.
Tax certificate. Original and one copy.
Custom registration certificate. Original.
Financial certificate. Original and one copy.
Registry Book for Foreign-Invested Enterprises. Original.
Notice of annual inspection. One copy with Company Chop
Annual examination certificate. Two copies with Company Chop

The Variability and Complexity of Changing a China Legal Representative

The above was what was required the last time we did this in Beijing. The requirements vary by city and even by district and even by examiner within each city. And they do sometimes change. Therefore, you should not rely on the above as gospel for switching out your WFOE’s legal representative, but this should convince you that the switching-out of your China Legal Representative will not be fast or easy. So, if you are looking to be out of China in the next few months, I suggest you start now to figure out your legal representative situation.