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WOFE(Wholly Owned Foreign Enterprise)JV(Joint Venture)RO(Representive Office)Documents NeededFAQS

WOFE (Wholly Owned Foreign Enterprise)Widgetscompany registration finished

什么是外商独资企业?

外商独资企业的投资者:外商独资企业是一个为外国投资者的法人,投资者可以是外国人或非中国企业,或者是不超过50个非中国企业和外国人。

2014年3月1日起,在外商独资企业登记之后、注入全部资本达两年之前,外商独资企业没有最低资本,对注入资本也没有任期限制。

 

在中国,注册外商独资企业需要什么重要文件?

1. 如果投资者是法人,需要由中国驻国大使认证的投资者营业执照,中国的投资者国家驻华大使认证的外国人护照。详情请审查中国驻该国大使馆的网站。(有两份原件,在投资者国家要准备好。)

2. 由金融机构发出的、证明其财务和信用状况的证书。(有两份原件,在投资者国家要准备好。)

3. 办公楼租赁合同,对于外商独资企业,中国政府需要一个地方开展业务,这个地方应该在商业建筑或建设里。居民楼不允许作为外商独资企业注册地址。

4. 公司章程(可用模板)

5. 业务范围

6. 法人代表1寸照片(6张)

 

在中国,有多少企业类型,他们花了多少时间完成登记,开始经营?


  1. 咨询类外商独资企业,2-3个月
  1. 贸易类外商独资企业,3个月
  1. 工厂,6个月或更久

外商独资企业的津贴费,资本金注入是免税的。

相比代表处,外商企业可以直接开展业务。

当你的外商独资企业涉及到以下变化,我们可以帮助你申请新的许可证和证书。

1.公司股东变更

  1. 公司名称变更
  1. 注册资本变更
  1. 注册地址变更
  1. 股份转让

company registration finished

What is the JOINT VENTURE ENTERPRISE?

Joint venture is a legal corporate that just hasforeign investor(s) and Chinese investors.

Some requirements on JV

1.    Chineseinvestor should be corporate, individual investor is not allowed except inPudong district of Shanghai.

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

What important documents require to register a JV in China?

1.    Non-hinese Investor business licenseauthenticated by Chinese Embassy of investor country if the investor iscorporate, or non-Chinese passport authenticated by Chinese Embassy of theinvestor country. For the detail please review the website of Chinese Embassyof the investor country. (two originals, prepare it at investor country)

2.    A letterissued by a fWidgetsinancial institution which testifies its financial and creditstanding for non-Chinese investor. ( two originals, prepare it at investorcountry)

3.    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.

4.    Articleof incorporation

5.   Businessscope

6.  Legalrepresentative 1 inch pictures (6 pieces)

How long to complete the registration and start to dobusiness?

Normally it takes 3 months

When it comes to the following changes of your JV, wecan assist you apply for the new licenses and certificates.

1. Company shareholder change

2. Company Name Change

3. Registered capital changes

4. Registered address changes

5. Transfer of shares

6. Business scope changes

 

 

 

Representive Officero registration finished

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.

 

 

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 Beijing. However, the approval and registration process in the PRC can be arbitrary and subjective and the authorities may request additional documents.

Q1.How can a foreign invested enterprise establish its branches?

 
The Foreign Invested Enterprises should apply to the original Registration Administration Bureau for Industry and Commerce for the establishment of branches in China in accordance to the relevant regulations. In addition, all registered capital has to be paid before it can establish any operative branches.
 
Q2.Whether all of the registered capital must be equity (shares), or can a part be loan capital?
 
During the setup procedure, all money has to be in the form of full shares, and by cash, no loans can be accepted. However, you can borrow money from HK or from oversea parent company before company setup, and then setup a long-term loan agreement to return those money back to investor.The maximum of the loan you can borrow is the gap between investment amount and registered capital.
 
Q3.Does registered capital need to be replenished for each year end accounts?
 
No, registered capital is for your operational usage, no need to be replenished.
 
Q4.We have office in HK, and now want to setup China trading WFOE. We want to know, how would profits be proportioned between HK and China if HK said to be developing sales and providing management?
 
If HK develops sales and provide management to China company, the management of the company have the right to decide a reasonable profits proportioned agreement or a management service contract, which should be approved by China local tax bureau. If you want these kind of management service or proportioned part to HK can be deducted for your corporate income tax in China. A good & deeper group tax planning will help you to have an overall control of the balanced profit and tax, since HK can enjoy good rated than mainland.
 
Q5.Is there any differences who the shareholders of the company is, I can use myself as individual investor, or my US, HK company, whether they are the same? (view full answer)
 
There will be no difference for the new company’s future operation. Foreign individual person, HK or oversea enterprise can all be investor of FIE in China. The only difference is in the registration process. There will be less materials required if the investor is individual person. However, for certain industries, there might be limit that the investor can only be entities not individuals. Pls contact your CBIZE consultant to get more information about this.
 
Q6.What is the minimum amount of capital we would need to put into for trading WFOE with import & export license?
Registered capital for trading WFOE with import/export license should be RMB 1,000,000.