Setting up a Joint Venture (JV) in Beijing as a limited liability company. Service offer

The minimum requirements for a JV in Beijing are as follows:

The name of the company to be registered in Beijing must follow the format “Business Name + (Beijing) + Principal Business Activity + Limited” or “Business Name + Principal Business Activity + (Beijing) + Limited”.

The incorporation documents of a Chinese company, including documents confirming the ownership structure and identification documents of beneficial owners.

Legalized/apostilled documents of a foreign shareholder:

1. If the foreign shareholder is a corporation:

• legalized/apostilled corporate documents;
• principal business activities;
• business address;
• contact details (address, telephone, e-mail);
• name and nationality of the managing director.

2. If the foreign shareholder is a natural person:

• copy of identity document: legalized/apostilled copy of passport (for foreigners) or mainland travel permit (for Hong Kong, Macau and Taiwan residents);
• proof of address.

The foreign investor’s document shall be apostilled or legalised by the Chinese Embassy or Consulate in the country where the investor is resident or registered.

*The final list of documents depends on the country of registration and persons in the structure; it will be provided after the structure of the JV is agreed.

It is necessary to provide information and documents in order to prove the ownership structure of the shareholders and particulars of the ultimate beneficial owners in order for us to prepare the organisational chart of the Beijing JV.

1. copy of identity document: legalised/apostilled copy of passport (for foreigners) or mainland travel permit (for Hong Kong, Macau and Taiwan residents) or identity card for a Chinese national;
2. proof of address.

1. copy of identity document: legalised/apostilled copy of passport (for foreigners) or mainland travel permit (for Hong Kong, Macau and Taiwan residents) or identity card for a Chinese national;
2. proof of address.

1. copy of identity document: legalised/apostilled copy of passport (for foreigners) or mainland travel permit (for Hong Kong, Macau and Taiwan residents) or identity card for a Chinese national;
2. proof of address.

The total amount of investment in the JV, including:

• amount of registered capital;
• investment ratio of the foreign shareholder and local shareholder;
• method and time limit of contribution of capital.

A tenancy/lease agreement for the office premises to be used by the proposed JV must be registered with the local estate leasing administration authority and the agreement shall clearly indicate the premises are for JV’s use only and the lease term shall not be less than 12 months.

A summary of the scope of business and the scale of business of the proposed JV, including its business model, locations of suppliers and customers, etc.

Please provide the name of the preferred bank and the designated branch at which the bank accounts of the JV are to be established. If there no preferences, we will suggest banks to choose from.

The investor will need to enter into a tenancy agreement in relation to the office space to be used by the JV for a term of not less than 12 months. The office must be located in a commercial building.

The registration process of a JV starts with name availability search with the Beijing Administration for Market Regulation (BAMR). If the search indicates that the preferred company name is available for registration, then the application for the reservation of the preferred name is filled with the BAMR.

Upon receipt of the approval for reservation of the preferred name of the JV, the application for Business Licence for the JV is filed with the BAMR. The BAMR will usually issue Business Licence within 5 working days after receiving all the required documentation.

Once the Business License is issued, the JV is deemed to be a legal person duly organised and existing under PRC law and will have full operational rights to do business in China within the scope of its Business License*.

*A detailed analysis of the JV’s activity is required in order to find out whether any other special licenses are needed to carry out the activity in/from the territory of China.

Application for approval for making of Office Stamp (Office Seal) from the Public Security Bureau and arranging the carving of the company seal and chops.

Application for registration with the Administration Bureau for Foreign Exchange.

Opening one capital account and one RMB basic account with a bank in Beijing.

The whole process of registration of a JV in Beijing takes 6 to 9 weeks, not including the time for preparing documents for incorporation and analyzing activities for having to apply for additional permits/licenses. It should however be noted that most of the procedures are subject to approval by the government departments and therefore some of the procedures may take longer than expected.

[1] The fees are valid as of August 2024.

[2] Not including the cost of preparation of documents for shareholders, directors and other persons in the company’s structure. Ordering of documents, legalization/apostillation, translation into Chinese are paid for separately. The cost of preparation of a set of documents will be formed upon request after the final structure of the JV is agreed.

[3] If a non-standard Articles of Association are required, the drafting of amendments will be paid for separately and will be made on the basis of approved terms of reference.

[4] In order to have successful cooperation between the accountant, bank and client, as well as to efficiently settle various issues, a WeChat group will be created, in which the company director, accountant, bank’s representative (if possible) and the English- and Chinese-speaking assistant (provided by us) will communicate and settle various issues.