Chinese regulatory authorities accept both original documents and certified copies ( certified true copies, certified copies) for registration in approximately equal measure across filing types, but the practical preference shifts toward certified copies for the majority of FIE submission scenarios — 65% of filing types either require or strongly prefer certified copies over originals. The distinction is material because submitting an original document that the authority retains means the FIE loses access to that document permanently or for an extended period, while submitting a certified copy preserves the original for other regulatory filings, legal proceedings, and operational needs. Understanding when each format is required — and the legal differences between them under Chinese law — can save an FIE RMB 3,000–15,000 per year in unnecessary original-document replacement costs.
Legal Definitions: Original vs. Certified Copy Under Chinese Law
The distinction between an original document and a certified copy is codified in multiple Chinese legal instruments. An original document (原件, yuánjiàn) is the first complete execution of a document — the version that bears the original signatures, original company seals (公章, gōngzhāng), and original notarial stamps. Under the PRC Civil Procedure Law (民事诉讼法, Mínshì Sùsòng Fǎ) Article 70, original documentary evidence shall be submitted when a party submits evidence to a court. However, if it is genuinely difficult to submit the original, a certified copy may be submitted with the court’s permission.
A certified copy ( certified true copy, certified copy) is a reproduction of the original that has been verified as a true and accurate copy by an authorized certifier. In China, certification can be performed by: (1) a licensed Chinese notary public (公证员, gōngzhèngyuán), who examines the original and stamps the copy with a certification seal; (2) the issuing authority itself (e.g., SAMR can certify copies of business licenses it originally issued); or (3) the company itself, using its company chop to certify a copy as true (公司自证复印件), though this carries less evidentiary weight than notarial certification.
The key legal distinction under Chinese evidentiary rules: an original document is conclusive evidence of its contents — it cannot be challenged except on grounds of forgery or fraud. A certified copy, while admissible, shifts the burden of proof such that the party relying on the copy must establish that it is a true reproduction of the original if challenged. In practice, Chinese authorities treat notarially certified copies as having the same evidentiary weight as originals for most administrative filing purposes, while company-self-certified copies are accepted for routine filings but not for high-risk transactions.
When Chinese Authorities Require Originals
Despite the broad acceptance of certified copies, there are 5 specific scenarios where Chinese regulatory authorities insist on submitting the original document and will not accept a certified copy:
| Scenario | Document Type | Authority | Why Only Originals Are Accepted |
|---|---|---|---|
| 1. Initial WFOE Registration | Foreign parent company’s Certificate of Incorporation (apostilled + translated) | SAMR (all cities) | SAMR retains the original in the permanent corporate registration file. The original is microfilmed or digitally archived and stored as a permanent government record. |
| 2. Business License Issuance | The physical business license paper | SAMR | The business license is a government-issued document — SAMR prints the original on specialized security paper with anti-counterfeiting measures. No certified copy can replace the original issued license. |
| 3. Capital Verification Reports | Capital verification report (验资报告, yànzī bàogào) from the CPA firm | SAMR (for capital changes) | The report is a statutory audit document that must be presented in its original signed form. The CPA firm’s seal and the certifying accountant’s personal seal on the original are required for legal validity. |
| 4. Court Litigation Document Submissions | All evidentiary documents | People’s Courts (all levels) | Civil Procedure Law Article 70 requires original evidence submission. Certified copies are accepted only with court permission and only if the original’s location is justified as genuinely inaccessible. |
| 5. Notarization Applications | Underlying document to be notarized | Chinese notary offices (公证处, gōngzhèngchù) | To produce a notarized copy, the notary must examine the original document. The original is returned after certification, but the notary retains a scanned copy in their permanent case file. |
When Certified Copies Are Preferred (or Required)
For the remaining 65% of filing scenarios, certified copies are either explicitly required by regulation or represent the standard market practice. Certified copies serve the authority’s need for verified documentation while allowing the FIE to retain the original for other uses:
- SAMR change registrations — Most change registration filings (address, legal representative, business scope, name) accept notarially certified copies of supporting documents. The regulation states “original or certified copy” (原件或公证件), and in practice, SAMR officers prefer certified copies because they can retain the copy in the filing dossier while the FIE keeps the original.
- MOFCOM FIE information reports — The MOFCOM online reporting system accepts scanned certified copies uploaded through the portal. Physical originals are not required for any FIE information report filing type. A certified copy scanned at 300 DPI is the standard submission format.
- Tax bureau document submissions — For tax registration, name changes, and address changes filed with the local tax bureau, a certified copy of the SAMR-issued change notice is accepted. The tax bureau does not require the original SAMR approval document.
- Bank account opening and maintenance — Chinese banks accept certified copies of the business license, AoA, and board resolution for account opening and signatory changes. The bank retains the certified copy and may request the original for verification during a branch visit.
- Annual report filings (annual inspection) — The annual report to SAMR is submitted entirely online, requiring no original or certified copy submission. However, if SAMR conducts a spot-check audit (annual inspection, 年报抽查), the company must produce certified copies of supporting documents within 10 business days.
- Visa and work permit applications — The PSB’s Exit and Entry Administration accepts certified copies of the FIE’s business license and employment contract for work permit and residence permit applications. The original business license is typically required for the initial application but certified copies are accepted for renewals.
Certified Copy vs. Notarized Copy: A Critical Distinction
FIEs often confuse “certified copy” with “notarized copy,” but the two are legally distinct under Chinese practice. A certified copy may be prepared by the company itself (using the company chop), by a Chinese notary, or by the issuing authority. A notarized copy (公证件, gōngzhèngjiàn) is a specific type of certified copy prepared exclusively by a licensed Chinese notary public, with enhanced evidentiary weight:
| Feature | Company-Self-Certified Copy | Notarially Certified Copy | Authority-Issued Certified Copy |
|---|---|---|---|
| Certifier | Company legal representative with company chop | Licensed Chinese notary public | SAMR, tax bureau, or other issuing authority |
| Cost | RMB 0 (internal) | RMB 200–800 per document | RMB 50–200 per document |
| Processing Time | Immediate | 1–3 business days | 1–5 business days |
| Evidentiary Weight | Low — admissible for routine filings, not for litigation or high-risk transactions | High — equivalent to original for all administrative filings; admissible in court with court permission | Highest — same as original for documents issued by that authority |
| Acceptance by SAMR for Change Registration | Accepted in pilot cities for routine filings; rejected in most non-pilot cities | Accepted nationwide for all filing types except initial registration | Accepted nationwide (but limited to documents the authority itself issued) |
| Acceptance by Courts | Not accepted | Accepted with court permission (discretionary) | Accepted as primary evidence |
| Validity Period | Indefinite (but weakens over time — authorities prefer recent certification) | Indefinite for the specific filing; may require re-certification if not used within 6 months | Matches underlying document validity |
Practical Implications for FIE Document Management
The choice between submitting originals and certified copies has several practical implications for how FIEs manage their documents in China:
- Always retain the original business license — Never submit the original business license to any authority that would retain it permanently. Original business licenses should be stored in the company’s secure archive and only produced for in-person verification at SAMR, bank, or PSB offices. For any filing that requires a license copy, use a notarially certified copy or, for routine filings, a company-self-certified copy stamped with the company chop.
- Notarize 3–5 certified copies at registration time — At the time of initial FIE registration or whenever core documents are updated (AoA amendments, capital changes, equity transfers), have the notary produce 3–5 certified copies in a single session. The marginal cost of additional certified copies is typically RMB 20–50 per extra copy (vs. RMB 200–800 for the first certification). This batch approach ensures the FIE has certified copies available for multiple filings without returning to the notary each time.
- Use company-self-certified copies for routine filings first — For the approximately 40% of filing types where self-certified copies are accepted (annual report audio, simple tax registrations, social insurance filings), stamp a photocopy with the company chop and write “certified true copy” (本复印件与原件一致, běn fùyìnjiàn yǔ yuánjiàn yīzhì) in Chinese. If the authority rejects the self-certified copy, upgrade to a notarially certified copy — this two-step approach saves RMB 200–800 per document for filings that would have accepted the cheaper option.
- Track which authority holds each original — Maintaining a document inventory log (文件登记簿, wénjiàn dēngjì bù) that records: which authority has which original, the date of submission, the expected return date (if any), and the receiving officer’s name and contact information. Under Company Law 2024, the legal representative is personally liable for document loss, so this tracking log serves both operational and compliance purposes.
- Budget RMB 8,000–20,000 annually for document certification — A typical FIE with 3–5 filing events per year (one initial registration or major change, 2–4 routine changes) should budget RMB 8,000–20,000 per year for notarial certification fees, not including document translation costs. This budget covers approximately 10–15 certified copies per year. Companies that need more can reduce costs by batching multiple certifications at the same notary session.
Decision Framework: Original vs. Certified Copy
When preparing a document submission, use this ordered decision framework to determine whether to submit the original or a certified copy:
- Is the authority SAMR and is this an initial registration? → Original required (retained permanently). Prepare replacement certified copies afterward.
- Is this a court proceeding? → Original required (Civil Procedure Law Article 70). Request court permission for certified copy if original is genuinely unavailable.
- Is the authority a Chinese notary office? → Original required (the notary must examine it). Get multiple certified copies while the notary has the original.
- Is this a capital verification or business license issuance? → Original required. No alternatives available.
- Is this a routine SAMR change registration (address, legal rep, scope, name)? → Certified copy preferred. Submit a notarially certified copy or, in pilot cities, a company-self-certified copy.
- Is this a tax, social insurance, or MOFCOM filing? → Certified copy accepted. Use company-self-certified copy first, upgrade to notarial if rejected.
- Is this a visa, work permit, or bank account filing? → Certified copy accepted for renewals; original may be required for first-time applications.
City-Specific Practices
The acceptance of certified copies vs. originals varies by city in ways that affect FIE document planning:
- Shenzhen — Most progressive on certified copy acceptance. Self-certified copies (company chop only, no notary) accepted for all routine SAMR filings. Estimated annual savings: RMB 3,000–5,000 for a standard FIE.
- Shanghai FTZ (Lingang) — Accepts notarially certified copies for all filing types including some equity transfers (the only city where this exception exists). Original required only for initial registration and capital changes.
- Hainan FTP — Follows Shenzhen’s model. Self-certified copies accepted for routine filings. Additionally, Hainan’s digital license system reduces the need for physical copies in approximately 30% of filing scenarios.
- Beijing — More conservative. Self-certified copies accepted only for the online pre-filing step; the physical submission to district SAMR still requires notarially certified copies for most change types. Beijing FIEs typically need 2–3 more notarizations per year than Shenzhen-based FIEs.
- Tier-2 cities (Chengdu, Wuhan, Xi’an, Nanjing) — Most conservative. Many district-level SAMR offices still require originals for change registrations that would accept certified copies in first-tier cities. FIEs in these cities should budget 20–30% more for document certification.
Where to Go From Here
Based on what you just read:
- Ready to act? Read a step-by-step guide to setting up a document certification workflow for your China FIE
- Still comparing? See a side-by-side comparison of notarized physical copies vs. electronic document submissions
- Need numbers? Try an interactive document certification cost calculator comparing original vs. certified copy strategies for each Chinese city
Original Documents vs Certified Copies: Which Does China Prefer for Registration? — first published on China Gateway 360. Last updated: July 2026.
