One stop servie for company registration.

To start a success business in China would have to be choose a legal entity to register. China’s registration process is rather complicated compare to some western countries. China’s registration entity has different classifications. They each serve different purpose for your company’s interest. As a platform certificated by Shanghai Municipal Commission of Commerce, BIS provides customers around the world of with company registration, bank accounts in our one-stop professional advisory services.

 

ENQUIRE NOW

What is the WFOE?

WFOE or sometimes  WOFE abbreviate from Wholly Foreign Owned Enterprise, is the most popular Limited liability company in China. The advantage of WFOE is that this entity is 100% owned and capitalized by foreign investor and operating without a local Chinese partner. This maintains greater control over your businesses operations, targets and profits of the company, allowing the mother company to concentrate on its own operations. Because foreigners have full control over it’s company. WFOE does not require any investment from mainland China, and no minimum registered capital. It offers a big scope of business including consulting, retailing and technology. It’s gives you the full authority to your own company, and it’s your best registration entity choice in China.

Documents Needed:

No Document Requirement Number
1 Identification Certificates or Certificate of Registration of the investor Identification Certificates for personal investor, Certificate of Registration/Business Certificates for company investor, and both should be notarized by local, state or national registration office or authentication deparment and then be authenticated by chinese embassy or consulate HongKong, Macou and Taiwan companies should be notarized by local registration office or authentication department only 1 original, 2 copies
2 Certificate of legal representative of the investor Certificates of legal representative of the investor should be notarized by local, state or national registration office or authentication department and then be authenticated by chiniese embassy of consulate 1 original, 1 copy
3 Credibility Certificate issued by the investor’s cooperation bank The certificate has a validity of a half year 1 original, 1 copy
4 Application letter Signed by the legal representative of foreign investor 1 original, 1 copy
5 Feasibility report Signed by the legal representative of foreign investor 1 original, 1 copy
6 Article of Association Signed by the legal representative of foreign investor 3 originals, 1 copy
7 Appointment letter for general manager and for directors of the board (executive director) Signed by the legal representative of foreign investor There should be at least 3 directors for the Board of directors 1 original, 1 copy
8 Identificaiton Certificate for the directors of the new company Foreigners provide passport copy and chinese citizens provide ID card copy 2 copies / each
9 Resume of the directors of the new company The resume should cover period from age 18 to now without time interruption and detailed to month 2 copies / each
10 Name list of the board Each person in the board signs at the list and provide your own chinese name according to the orders of the relevant departments in China 1 original, 1 copy
11 Identification Certificate of general manager and supervisor,and their resumes Foreigners provide Passport copy, chinses citizens provide ID card copy Provide chinese name on the chinese translation of the resume 2 copies / each
12 Photo of the legal representative 2 inch size or passport size 2
13 Lease Agreement At least one year agreement 1 original, 3 copies
14 Property Certificate Copy and stamped with property owner’s chop 1 original, 4 copies
15 The last year audit report of the investor Provide the original copies and the translation 1 original, 2 copies
16 The name of the new company Need to provide five Chinese name of new company
17 Filling Forms BIS provide all requisite application forms

* The list above was prepared based upon the relevant PRC laws and our experience in assisting foreign companies in establishing a WFOE in Shanghai. However, the approval and registration process in the PRC may request additional documents.

What is Joint Ventrue(JV) Company in China?

Joint Venture is another common China Foreign Invested Entreprise in China .

A joint venture is a business arrangement in which two or more parties of different nationalities undertake a specific economic activity together for mutual profit. Generally each party contributes assets and share risks.

some requirements on JV.

1.Chineseinvestor should be a corporate. Individual investor is not allowed to be accept in Pudong district of Shanghai.

2.Foreigninvestor generally need to have minimum 25% share in JV: According to the latest Chinese law, there is no minimum capital for JV since March 1, 2014.

What is different between the WFOE and Joint Venture?

The answer is that Joint Venture Foreign Invested Entreprise in China requires at least one Chinese shareholder.

Each party’s capital contribution is converted into a certain proportion of capital contribution, and the proportion of investment of foreign investor is generally not less than 25%. However, it comes with advantages you can’t ignore. You can make full use of the Chinese company’s network and well-established brands to successfully enter the Chinese market; joint ventures can enable foreign investors to take advantage of the geographical advantages of Chinese companies, rationally and legally reduce various financial expenditures, greatly reduce operating costs and enjoy Foreign investor preferences.

A joint venture is a business arrangement in which two or more parties of different nationalities undertake a specific economic activity together for mutual profit. Generally each party contributes assets and share risks.

some requirements on JV.

1.Chineseinvestor should be a corporate. Individual investor is not allowed to be accept in Pudong district of Shanghai.

2.Foreigninvestor generally need to have minimum 25% share in JV: According to the latest Chinese law, there is no minimum capital for JV since March 1, 2014.

Documents Needed:

Foreign investor needs to provide the materials as follows:

NO.1 Notarization and certification documents

Investors of foreign companies such as: business license required to provide foreign companies just file and Chinese Embassy in the two original certified documents

If the investment side for Hong Kong companies: to provide business registration certificate and registration certificate and copy of the original Hong Kong’s two original notarized documents.

Investors from Taiwan companies: Taiwan company must provide the registration certificate of the two original notarized documents.

Investors (personal): original passport, if unable to provide original passport, you need to provide two copies of passport notarization and certification documents.

NO.2 if investments have formed more than a year, providing the company with a copy of the annual audit report;

NO.3 Two copies of Proof of the original investors bank credit ;

Chinese investor needs to provide the materials as follows:

NO.1 The copies of Chinese company business license with the Articles of Association

NO.2 The original signed contract of Chinese and foreign joint venture

NO.3The copy of ID card of the legal representative of China

NO.4 Copy of company’s assets assessment report

NO.5 Copy of company’s financial audit report.

NO.6 The 2 inch color photos of the legal representative of the new company

NO.7 The copies of passports or identity card of New foreign member of the Board and staff supervisors

NO.8 More than 5 Company names of new company

NO.9 The new companies business scope

NO.10 2 originals of the lease contract (company location), title certificate (with official seal), the certificate of registration house leasing.

How long to complete the registration and start to do business?

Normally it takes 3 months

Change service we can provide:

1.Company shareholder change

2.Company Name Change

3.Registered capital changes

4.Registered address changes

5.Transfer of shares

6.Business scope changes

What is Foreign Partnership Entreprise in China?

Foreign Partnership refers to a partnership set up by two or more foreign enterprises
Or individuals in China, and a partnership are set up by a foreign enterprise or individual with Chinese natural persons,legal persons and other organizations in China. Foreign Partnership includes General Partnership and Limited Partnership.General Partnership is a partnership in which partners share equally in both responsibility and liability.
A Foreign Limited Partnership is a form of partnership similar to a General Partnership,except that where a general partnership must have atleast two general partners,a Limited Partnership must have at least one general partner and at least one limited partner.

What is Represntive Office(RO)?

Representative Office (RO) is established by foreign companies to engage in business liaisons, quality control, product promotion, market research, exchange of technology and other permitted activities in China.

ROs are not allowed to directly engage in operational activities, RO can’t issue official invoices, nor receiving payments from it’s clients. State Administration of Industry and Commerce (SAIC) usually specifies in scope of business, as it shown in the Registration Certificate of ROs, that ROs can not engage in direct operational activities. Therefore, it’s not a form of foreign direct investment (FDI) in China. However, some ROs are engaged in operations in a lawful or tacitly permitted way and constitute one of the direct foreign Investment forms in China, for instance: ROs of foreign law firms, ROs of foreign airlines etc.

 

What important documents require to register a Representativeoffice in China?

1.       Non-ChineseInvestor business license, power of attorney, article of incorporation, chiefrepresentative appointment resolution and passport copy, credit standing issuedby bank which are authenticated by Chinese Embassy of investor country, itrequires this investor lasts at least two years. ( 1 originals, prepare it atinvestor country)

2.       Officelease contact, to register a JV the Chinese government requires a place tocarry out business, the place should be in commercial building or industrybuilding. The resident building is not allowed to register as a WOFE address.

3.       ROsminimum registered capital: no capital required by Chinese government.

RepresentativeOffices (ROs) are established by foreign companies to engage in businessliaison, product promotion, market research, exchange of technology and otherpermitted activities in China.

ROs are not allowed to directly engage in operationalactivities. The AIC usually specifies in the Business Scope, as shown in theBusiness License of ROs, that a RO should not engage in direct operationalactivities. Therefore, ROs are not a form of foreign investment in China.

However, some ROs are engaged in operations in alawful or tacitly permitted way and constitute one of the direct foreignInvestment forms in China.

The tacitly permitted way is applicable to thoseindustries that do not require special material conditions or environment fortheir operations. For example, a consulting business does not needmanufacturing equipment and raw materials. It only needs offices, employees andoffice articles.

These physical conditions are necessary for other ROsas well. In practice, many ROs that are established by foreign consultingcompanies directly engage in consulting activities. Chinese government does notprohibit them in practice and this is reflected by the fact that the taxauthorities collect business tax from these ROs. The lawful operationalactivities engaged in by ROs refer to those business activities permittedpursuant to the bilateral treaties between China and other countries. In theevent that a bilateral treaty provides that certain types of ROs are permittedto engage in operational activities, these bilateral treaties should prevailover Chinese domestic law.

The representative office usually plays the role of representing the parent company in a certain place to carry out relevant business liaison, guest reception, strengthening the parent company’s relationship with the local company and the government, and handling the local matters on behalf of the parent company. A representative office is not an independent legal entity, so it cannot conduct direct profit-making commercial activities. However, when comparing to companies with a certain scale, foreign companies have a lot of role in establishing representative offices. A representative office can cooperate with bonded warehouses to serve as an import-export company. Basically setting up an office will have the function of a similar trading company. Also, intellectual property enterprises may use representative office to authorize the use of their property rights on behalf of their parent company in China and have the ability to supervise the infringement of pirated copyrights.

What is Honkong Company?

Hong Kong is considered to be a global service center and the headquarters of many multinational corporations. Hong Kong has sound laws and regulations, and investors enjoy many benefits after registering in Hong Kong. The company establishment procedure is simple and quick, and the cost is low. Meanwhile the scope of business is rarely limited from medicine, transportation, import and export trade, real estate, information networks, tourism, colleges, etc., can all be the scope of business. Hong Kong company can operate any legal business in a low-tax environment. Establishment of companies in Hong Kong need to pay a 16.5% profits tax, the tax calculated based on actual corporate profits, you don’t have to pay any taxes if you didn’t earn any profit.