How To Change Your China WFOE’s Legal Representative

Our China corporate lawyers are often called on to get rid of out of control Legal Representatives of China WOFEs. Typically, the company calling us thinks this can be accomplished simply by issuing a resolution making it so.

Wrong.

The last time we executed a change of Legal Representative for a Beijing WFOE, 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 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 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.

Bottom Line: Choose your legal representative wisely because it will take a lot of time and money and effort to get them out involuntarily.