Notarization refers to the process where both the old and new entities, before and after the change, jointly appear either offline at a notary office (any legitimate notary institution) or use the notary office’s online notarization platform to sign the “WeCom Entity Change Application Letter”. They must also provide all required supporting materials, which will be notarized with an official seal on the complete application file by a notary officer.
I. Application Materials Overview
The enterprise must provide the materials required for the following three reviews:
1. Change review for both old and new entities
After having the “Application Letter for WeCom Entity Change Verification“ (the “Application Letter”, template available for download) notarized with official seals, either online or offline, you must upload the “Application Letter” (stamped by both the old and new entities) and the corresponding “Notarial Certificate”. Please refer to the “Guidelines for Notarization of Application Materials” in Section 2.
Change types exempt from notarization:
① Individual Business to One-person Company: If the individual business operator and the shareholder or legal representative of the one-person company are the same natural person, no notarization is required. An “Application Letter” signed by the natural person and stamped by the one-person company is required. Additionally, in the system’s “Application Letter Notarization Certificate” upload section, provide the following: pictures of both sides of the natural person’s ID card, as well as a picture of the natural person holding the ID card (all the above pictures must be signed by the natural person and stamped by the one-person company). Identification materials stamped by the Market Supervision and Administration Bureau, showing the name and ID number of the individual business operator, shareholder of the one-person company, and legal representative (Note: If the legal representatives of other types of old and new entities are the same natural person, notarization is still required.)
② Subsidiary to Parent Company: If the subsidiary is 100% owned by the parent company, no notarization is required. An “Application Letter” stamped by both entities and signed by the legal representatives of both entities is required. Additionally, pictures of both entities of the legal representatives’ ID cards, as well as pictures of them holding their ID cards, should be provided in the “Application Letter Notarization Certificate” upload section of the system (all the above pictures must be signed by both legal representatives and stamped by both companies); (Note: If a non-subsidiary company changes to its 100% holding parent company, or if a parent company changes to a subsidiary or sub-subsidiary, or if a subsidiary changes to another subsidiary, notarization is still required);
③ Branch to Head Office: If changing from a branch office to its head office, no notarization is required. An “Application Letter” stamped by both parties and signed by the legal representatives of the head office is required. Additionally, pictures of both sides of the legal representatives’ ID cards, as well as pictures of them holding their ID cards, should be provided in the “Application Letter Notarization Certificate” upload section of the system (all the above pictures must be signed by the legal representative and stamped by the head office); (Note: If a head office changes to its branch office, or if a branch office changes to other branch offices, notarization is still required).
2. Review of the Relationship Between the Old and New Entities
(1) To apply for a change under Scenario I, please submit a Notarial Certificate that includes: The old entity’s deregistration proof, with the authenticity of its seal imprint notarized (either online or at a notary office). And a statement confirming that all business operations of the old entity will be fully transferred to and assumed by the new entity as part of the deregistration process.
(2) To apply for a change under Scenario II: The following materials are required to be submitted:
① Share the same legal representative: Internal file materials or official documents obtained from the Market Supervision Administration, showing that the name and ID number of legal representatives from the old and new entities are identical and refer to the same natural person.
② Holding parent-subsidiary relationship, subsidiary-subsidiary relationship under the same holding parent company, or grandparent-subsidiary relationship with two-tier holding structure: Submit internal archived materials or issued documents from the Market Supervision Administration that clearly reflect the above shareholding relationships between the old and new entities.
③ Direct head office-branch structure or branches under the same head office: Submit internal archived materials or issued documents from the Market Supervision Administration that clearly reflect the above affiliation between the old and new entities.
3. Verification Review of the New Entity
Proof materials required for verifying the new entity to which the enterprise will be changed:
① Entity Proof Materials: Business License
② Entity Verification Method (choose one of the three options): Small-amount transfer to corporate account, real-name facial scanning of the legal representative, authorization via an electronic business license. For details, please refer to Guidelines for Verifying Entity
③ Abbreviation naming materials: The abbreviation may be derived from the trade name, trademark, or the company’s product/App/website. For details, please refer to Enterprise Abbreviation Naming Guidelines
II. Guidelines for Notarization of Application Materials
For the entity change, both the old and new entities must jointly complete the process. This involves signing the “Application Letter” (template available for download) either in person at a notary office or via the notary’s online platform. Additionally, they must submit compliant supporting materials and have all relevant application documents notarized by a notary officer. For different change scenarios, please refer to the following requirements to complete the notarization (The final requirements are subject to the rules of the local notary office, as they may vary by region).
Scenario I: The old entity needs an entity change verification due to a business merger
Scenario II: The old entity needs an entity change verification due to the enterprise split
Scenario III: The old entity needs an entity change verification due to enterprise dissolution
Scenario IV: The old entity needs an entity change verification due to the enterprise being declared bankrupt
Scenario V: The old entity needs entity change verification due to business operations or planning adjustments, and both entities fall Scenario II of the applicable scenarios: they have the same legal representative, or they are companies with equity holdings or affiliated relationships.
III. Examples of Application Material
Example of Change Application Letter:
View examples of a notarial certificate:
IV. Notarization Precautions and FAQs
Notarization Precautions:
1. Before notarization, please carefully review all information on the WeCom Entity Change Verification Application Letter to ensure its accuracy. This includes the ID information of the account administrator, the full name of the entity, dates, etc. (Please pay attention to distinguishing the following characters: 1 and l, b and 6, 0 and o, etc.).
2. If the content of the application letter spans two or more pages, both entities must affix a seam-sealing stamp across the page edges, and any signatures must also be made across the seam.
3. If any errors are identified in the notarial certificate after notarization, you should promptly contact the notary office for verification and correction.
FAQs about notarization:
1. Is it mandatory to perform the notarization in the locality of the original account entity?
No. A notarial certificate issued by any legally effective notary organization is acceptable.
2. Is legal counsel’s attestation acceptable?
It is currently not acceptable.
3. What content is mainly subject to notarization?
Notarization of seals/signatures and verification of the authenticity and legality of supporting materials. The notary office notarizes the authenticity and legality of the seals/signatures of both entities and the supporting materials, attesting that both parties appeared voluntarily, used authentic official seals, and submitted genuine, properly executed documents.
4. When I consulted a notary office, they said they don’t offer notarization for official letters. Is that correct?
Other users have successfully obtained notarization for official letters. If some notary offices indicate that they cannot provide this type of notarization, it is recommended to consider switching to a different notary organization.
5. How much does the notarization cost?
The fee varies by notary office and may range from several tens to several hundred CNY. The final cost will be subject to the notary office’s quotation.
6. Is there a template for the notarial certificate?
The notarial certificate is issued by the notary office, so there is no need to bring your own notarial certificate template.
7. What if one of the entities is based overseas, and both are unable to be present in the Chinese Mainland to notarize the Application Letter?
The notarization of seals/signatures on the Application Letter is supported by compliant pilot notary organizations and overseas service centers recognized by the Ministry of Justice that are capable of conducting overseas remote video notarization. Eligible entities may inquire and arrange for the service with the relevant pilot organizations or service centers based on their specific needs. Details are available on the website of the Ministry of Justice of the People’s Republic of China.
8. Is there a holding requirement for a parent company to change to a subsidiary, a subsidiary, or a subsidiary to change to another subsidiary?
- When requesting to change the parent company to a subsidiary or grandchild company, or to change a subsidiary to another subsidiary, the controlling stake must be greater than 50%, and notarization is required. If the controlling stake is 50% or less, entity change is not supported.
- When requesting to change a subsidiary to a parent company, notarization is waived if the parent company holds 100% of the shares; notarization is required if the parent company holds more than 50% of the shares; and entity change is not supported if the parent company holds 50% or less of the shares.
9. Is there a controlling stake requirement when the old and new entities have the same shareholder(s)?
When requesting an entity change, if the new and old entities are controlled by the same shareholder(s) (e.g., both are held by the same shareholder), a controlling stake of more than 50% is required, and notarization must be provided. Entity change is not supported if the controlling stake is 50% or less.