893.5034 Registration/68

The Ambassador in China (Gauss) to the Secretary of State

No. 2364

Sir: I have the honor to refer to the Department’s telegram no. 370, March 22, 8 p.m., in which inquiry is made whether the Chinese authorities have set any “deadline” for the registration of American and other foreign companies which have offices or representatives in free China, and to enclose a copy of a memorandum of conversation of March 24, 19443 between an officer of the Embassy and Dr. Wong Wen-hao, Minister of Economic Affairs, on this subject. The substance of the memorandum was given in the Embassy’s telegram no. 540, March 28, 1944, in reply to the Department’s inquiry.

On August 21, 1943, there appeared in the Ta Kung Pao, a Chungking newspaper, a notice signed by the Director of the Bureau of Social Affairs of Chungking Municipality, quoting an order of the Ministry of Economic Affairs requiring all corporations to register in accordance with the Company Law and all “shops” (small business enterprises operated as partnerships or individual proprietor-ships) to register in accordance with the Commercial Registration Law, by September 30, 1943. The notice stated that this requirement applied to foreign companies. The Embassy had previously received a third-person note from the Foreign Office, dated July 21, 1943, stating that alien merchants transacting business in China should apply for registration, but mentioning no “deadline”. The Commercial Attaché called on the Director of the Department of Commerce of the Ministry of Economic Affairs and pointed out that representatives in China of American companies did not have the authority to register without first taking the matter up with their home offices and that much of the information required for registration was not available locally. As a result, it was agreed that these representatives, if their offices were in Chungking, should write letters to the Bureau of Social Affairs of Chungking Municipality requesting deferment of registration until they could obtain instructions from their home offices. No [Page 985]“deadline” was set and the Director of the Department of Commerce indicated orally that the actual registration was not urgent.

It is believed that all the Chungking representatives of American companies sent the required letters, accompanied, at the request of the Director of the Bureau of Social Affairs, by letters signed by the Consul for Kunming, stating that according to our records, the companies were incorporated under the laws of specified American states or under the China Trade Act.4 It appears improbable that the question of registration of branch offices of foreign companies will be brought up again in the near future and, in view of the fact that there is under consideration a proposal to simplify the registration procedure the Embassy suggests that American companies with branch offices in China defer registration until the situation is clarified. Dr. Wong Wen-hao has orally expressed agreement with that suggestion.

The Embassy does not know of any American companies incorporated under Chinese law. Any company which does so incorporate should register with the Bureau of Social Affairs, Chungking, if its office is in Chungking, or with the provincial authorities if its office is elsewhere. Registration would be in accordance with the Regulations Governing the Registration of Companies, promulgated June 30, 1931, as amended by the Articles amending the Regulations for the Registration of Companies, promulgated June 9, 1943. A copy of the latter is enclosed.5

Respectfully yours,

C. E. Gauss
  1. Not printed.
  2. Approved September 19, 1922; 42 Stat. 849.
  3. Not printed.