Where a company intends to involve notarization procedures and require the related documents to be notarized during the business operation in the People’s Republic of China(“China”), the public notary of China would request for documents as certification.
Understanding which certification documents to submit ensures efficient processing, but the list of basic documents may vary from one notary office to the other.
To standardize the list of basic documents, the Public Legal Services Administration of the Ministry of Justice and the China Notary Association formulated the “List of Notarization Matters Certification Materials (2023 Edition)” (“List”), effective 23 June 2023. Based on the “List of High Frequency Notarization Matters Certification Materials. The List improves the quality and efficiency of notarization services to benefit enterprises and citizens.
Below, we summarise the main points and which documents are required for certification.
Guide notary institutions in various regions to implement this guidance. Notary institutions can streamline their notarization certification materials based on their business operations. According to the Notarization Procedure Rules, if the proof materials can be obtained by the sharing government information resources, the parties involved shall not be required to provide them again.
Any inconsistency in published lists of notarized certification materials shall refer to the below list for accuracy. All regions are encouraged to develop a list of certification materials for notarized matters outside of this list based on actual situations.
According to the actual practice of notarization, if it is necessary to supplement proof materials beyond the below list, the notarization institution shall actively collect them based on the clues provided by the parties involved. If the collection of proof materials cannot be completed through the above measures, resulting in the inability to meet the conditions for issuing a notarial certificate, the relevant provisions of the “Notarization Procedure Rules” shall be adhered.
The below list specifies what basic certification documents should be submitted. The notarization institution must fulfill its review responsibilities by relevant regulations.
List of Certification Materials for Notarized Matters (2023)
(Intercept parts related to the corporate)
Articles of Association
- The identity of the applicant;
- Text of the Articles of Association;
- Initiator agreement or register of shareholders;
- List and identification of attendees with voting rights;
- Meeting notices (or announcements) and meeting documents;
- If approved by relevant departments in advance, approval documents shall be submitted.
Corporate Capacity
- The identity of the applicant;The identity Certificate of Legal Representative.
- The identity Certificate of Legal Representative.
Shareholders’ Meeting of Limited Liability Company
- The identity certificate of the applicant;
- The company’s Articles of Association and register of shareholders;Identification of attendees and on-site attendance roster;
- Meeting notice and delivery voucher;
Resolutions of the Shareholders’ Meeting.
- Intellectual Property Use License (Transfer) Contract
- The identity certificate of the applicant;
- Proof of intellectual property rights;
- If the licensor (transferor) is a legal person or an unincorporated organization, the Articles of Association (agreement) shall be submitted.
- If laws, regulations, and Articles of Association (agreement) require approval from the authority or relevant departments, the resolution or approval shall be submitted.
Lease Contract
- The identity certificate of the applicant;
- Proof of ownership of real estate and other evidence of the right to rent out the property;If there are co-owners of the real estate, a written document from the co-owners agreeing to rent out the property is required;
- If the applicant is a legal person or an unincorporated organization, the Articles of Association (agreement) shall be submitted.
- If laws, regulations, and articles of association (agreement) require the approval of the authority or relevant departments, the resolution or approval shall be submitted.
Equity Transfer Agreement
- The identity certificate of the applicant;
- The identity certificate of the target company;
- Equity certificate;
- Articles of Association;
- If an applicant is a legal person or an unincorporated organization, and the laws, regulations and articles of Association (agreement) require the resolution of the authority, the approval of the relevant departments or the consent of other shareholders to waive the pre-emptive right, the resolution, approval or shareholder consent shall be submitted.
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