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Joint Venture (JV) in Beijing, China. Service offer

Basic Structure of a JV in Beijing. Required Documents and information. Procedures for Establishing a Beijing JV. Timeframes.

Basic Structure of a JV in Beijing

The minimum requirements of a JV in Beijing, China are as follows:

One foreign shareholder and one China domestic shareholder; Foreign shareholder can be natural person or corporation and no restrictions on nationality;

A minimum of three directors. Director must be a natural person with no restriction on nationality. Natural person shareholder can be appointed as director;

Оne general manger must be a natural person with no restriction on nationality;

One legal representative must be a natural person with no restriction on nationality; Legal representative shall be served by chairman of the board;

One supervisor

Required Documents and information

Name of the company to be registered

The name of 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”.

Particulars of the Shareholder

If the foreign shareholder of the Beijing JV is another company, please provide the particulars of that company, including the principal business activities, business address, contact numbers and name and nationality of its managing director.

Legalised identification documents of the foreign shareholder

One set of legalised identity documents of the foreign shareholder/members of the proposed JV.

If the foreign shareholder is a corporation, the identity documents required to be legalised are its incorporation documents.

In the case the foreign shareholder is natural person(s), the identity document required to be legalised is his/her passport (for foreigner) or mainland travel permit (for Hong Kong, Macau and Taiwan resident).

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

The materials required for registration of a JV in Beijing mainly include legalised identity documents of the HK company, incorporation documents of the China domestic company.

Organisational Chart and Beneficiary Owner

Please provide an information and documents in order to prove the structure of shareholders and particulars of the ultimate beneficiary owner in order for us to prepare the organisation chart of the Beijing JV.

Legal Representative

A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national) and full residential address of the legal representative.

Supervisor and General Manager

A photocopy of the identification document (i.e. passport for foreigner or national identity card for Chinese national) and a full residential address of the supervisor and the general manager.

Director(s)

A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national) and full residential address in respect of each director.

Amount of Investment/Registered Capital of the Beijing Company

The total amount of investment of the JV, including:

  • The amount of registered capital;
  • Investment ratio of foreign shareholder and Domestic shareholder;
  • Method and time limit of contribution of capital.

Tenancy agreement

A tenancy/lease agreement of the office premise to be used by the proposed JV.

Please note the agreement shall be registered with local estate leasing administration authority and the agreement shall clearly indicate the premise is for of JV use only and the lease term shall not be less than 12 months.

Scope of Business

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.

Particulars of Preferred Banker

Please provide the name of preferred bank and the designated branch at which the bank accounts of the Beijing JV are to be established.

Procedures for Establishing a Beijing JV

Preliminary

Lease of Office Space

Firstly, the investor will have 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 locate in a commercial building.

Legalisation of Identity Documents of the foreign Shareholder

The foreign investor is also required to arrange to have the identity documents of the foreign shareholder legalized by the Chinese Embassy or Consulate in the country where the foreign shareholder is registered/resided.

Other Documentation

The investor at the same time needs to prepare other documents, such as photocopies of the passport / identity card / mainland travel permit of the director, supervisor, legal representative and (general) manager.

Application for Registration

Name Search and Reservation

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.

Registration for Business License

Upon receipt of the approval for reservation of the preferred name of the JV, the application for Business Licence for the JV is filled 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 operate its business in China within the scope of its Business Licence[1].

Carving of Company Seal and Chops

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

Foreign Direct Investment Registration

Application for registration with the Administration Bureau for Foreign Exchange.

Opening Bank Account

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

Timeframes

The whole process for the registration of a JV in Beijing, China takes 6 to 8 weeks. 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.

If the business activity to be conducted by the JV requires special licence or permit, we may need to adjust the fees, disbursement and the time required may need to be extended accordingly.

Fees[2]

Services:

Incorporation of JV, including:

Preparation of registration application documents[3];

Standard draft of M&AA[4];

Performing name availability search;

Application for approval of name;

Application for business licence[5];

Application for Approval for making of Office Stamp (Office Seal) from the Public Security Bureau and arrange the carving the company seal and chops and personal chop of the legal representative;

Setting up RMB basic bank account;

Handling foreign direct investment registration;

Setting up capital bank account;

Governmental fees for the services above;

One courier services to China;

One courier service from China.

Fees

7500 USD

[1] A detailed analysis of the Joint Venture’s activity is required in order to find out whether any other special licences are needed to carry out the activity in/from the territory of China.

[2] The fees are valid as of the date of sending of the offer.

[3] Not including the cost of services related to preparation of documents for shareholders, directors and other persons in the company’s structure. Ordering of documents, legalization, translation to Chinese should be paid for separately. The cost of preparation of a set of documents will be formed upon request after approval of the final structure of the JV.

[4] If a non-standard Articles of Association is required, preparation of amendments should be paid for separately and will be made on the basis of approved terms of reference.

[5] The fees do not include the services for obtaining of any special licence or permit.

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