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OverviewDocumentsProcessRegistered AddressTax & AccountingResourceFAQs

WOFE (Wholly Owned Foreign Enterprise)

WOFE investor: WOFE is a legal corporate that justhas foreign investor(s), the investor(s) can be an foreigner or a Non-Chinesecompany , or no more than 50 non-Chinese companies and foreigners.

Since March 1, 2014, there is no minimum capital for WOFE, also there is no term limits to inject the capital, before WOFE shouldinject the full capital within 2 years after registration.

What important documents require to register a WOFEin China?

1.    Investorbusiness license authenticated by Chinese Embassy of investor country if theinvestor is corporate, or foreigner passport authenticated by Chinese Embassyof the investor country. For the detail please review the website of ChineseEmbassy of the investor country.(two originals, prepare it at investor country)

2.    A letterissued by a financial institution which testifies its financial and creditstanding. ( two originals, prepare it at investor country)

3.    Officelease contact, to register a WOFE 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.  Article ofincorporation (template available)

5.  Businessscope

6.  Legalrepresentative 1 inch pictures (6 copies)

How many WOFE type in China and how long to completethe registration and start to do business?

1.   Consulting WOFE, 2-3 months

2.    TradingWOFE, 3 months

3.    Factory,6 months or more

Benefits for WOFE, the capital fund injection istax-free.

Compared to Representative office, WOFE is able tocarry out business directly.

When it comes to the following changes of your WOFE,we can 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

Document Needed WFOE

Investor’s ID certified by Chinese Embassy
For corporate investor, 2x business license certified by Chinese Embassy For individual investor, 2x passport copies certified by Chinese Embassy
2x Bank Reference Letters from investor’s bank to declare a good standing
Passport copies of related persons
China Legal Representative’s CV and 8 photos
Company name and business scope
Office registered address
For commercial buildings, 2x leasing contracts, 2x ownership certificate For individual landlord, 2x leasing contracts, 2x ownership certificate, 2x landlord ID Additional docs for sublease, 2x sub-lease agreement, or acceptance by owner
Letter of Authorization
BOD members Managing Director General Manager Company Supervisor
For trading company, additional documents needed
The latest annual audit report copy from the parent company provided by CPA Custom HS Code of proposed Import/Export products in China
For manufacturing entity,additional docs needed
Land use contract or approval issued by the land right management department EIA issued by the Environmental Protection Department
For catering company, additional documents needed
Fire protection opinion of the registered place issued by PSB Employees’ health certificate

 

Registration Steps WFOE

Step1: Pre-Name Registration
Receipt of materials for name preapproval Notice for enteprise name preapproval
Step2: Application for Approval Certificate
Official Project Reply Certificate of Approval (Original) Certificate of Approval (Duplicate)
Step3: Application for Business License
Business License (original) Business License (duplicate)
Step4: Organization Code Certificate
Organization Code Certificate (original) Organization Code Certificate (duplicate)
Step5: Company chop
License for chop-making
Step6: Foreign exchange registration
Certificate of Foreign Exchange (IC card)
Step7: Open foreign currency capital account
Application for USD capital account Banking service agreement USD capital account chops card
Step8: Open foreign currency settlement account
Banking service agreement USD settlement account chops card Application for USD settlement account
Step9: Open RMB settlement account
Application for RMB settlement account Banking service agreement RMB settlement account chops card Verification for limits of cash on hand Password of deposit check License for account opening
Step10: Tax Registration
Receipt of materials for tax registration Tax Registration Certificate (original) Tax Registration Certificate (duplicate)
Step11: Statistics Registration
Certificate of Statistics Registration
Step12: Finance Registration
Finance Certificate (original) Finance Certificate (duplicate)
Step13: Customs Registration
Acceptance notice of customs registration Verification form of company info. for Customs registration Customs Registration Certificate
Step14: Capital Verification
Capital Verification Report
Step15: Apply for VAT general taxpayer
Receipt of materials for VAT Verification Certificate of VAT General Taxpayer Application for Verification of VAT general taxpayer (verified)

 

Registration Steps WFOE

 

TAX & Accounting Steps WFOE

Registration Steps WFOE

 

WFOE FAQs

1.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.
 
2.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.
 
3.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.
 
4.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.
 
5.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.
 
6.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.