WFOE Company Registration in China - Business Starting & Setup

Want to set up a WFOE firm in China? We can assist you in starting a business or in buying a shelf company in China with a full package of necessary documents, legal advice and follow-up support. Incorporation of a WFOE firm in China includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of China. The total price of WFOE company registration in China includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages «China-RO» Service packages «China-WFOE» Legislation Tax System
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
12 500 USD

12 500 USD

13 000 USD

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Registration

Registration of WFOE (Wholly foreign owned enterprise)

WFOE is usually established as a limited company. Generally, the procedure is as follows:

1. Submit a business plan to a local people’s government for approval (30 days);

2. Apply for preliminary approval of a company name in administration for industry and commerce;

3. Apply for company incorporation approval in the local office of Ministry of Commerce

Required documents:

  • Application form (including application form, list of foreign investors, registration form of legal representatives, certificate of appointment of members of Board of directors and supervisors, certificate of registered address, etc.).
  • Articles of association.
  • Copy of company incorporation approval.
  • Documents confirming legal status of investors (copies of passports or legal entity registration certificate, notarized in the host country and certified at the Chinese Embassy or Consulate).
  • Preliminary approval of a company name note.
  • Power of attorney.
  • Registration form of a secretary (contact person ) of a company.
  • Power of attorney for legal documents delivery and a copy of a passport of an authorized person or a copy of legal entity registration certificate.
  • Other required documents.

All the documents shall be submitted in Chinese.

The competent authority should make a decision on approval of application within 90 days since receipt.

4. A foreign investor should within 30 days after receipt of approval certificate apply for registration in the administration for industry and commerce and obtain Registration certificate. The date of issue is the date of establishment;

5. Post registration procedures, including registration with a tax authority, police, quality control administration, statistics administration, currency control authority, labor and social protection authority, as well as seal production, opening of bank accounts, application for work permit and residence permit in PRC for foreign employees.

Restriction of activities

Unlike in Russia where profit organizations can carry on any form of business activities and make any necessary business transactions, in China registration of legal entity means registration of form of its business activity, which is indicated in the major registration document. Going above the registered activity is considered administrative violation. It means that companies cannot carry on any form of business activities.

Scope of business may include ordinary forms of activities and licensed forms. Ordinary forms are included at will, licensed forms – only after obtaining a license.

Some forms of activity are forbidden for foreign investment companies. Nowadays, there is a “List of fields for foreign investments” (2011). It includes allowed, restricted and forbidden forms of activities for foreign investors in PRC. Those forms which are not in the list are considered allowed for foreign business men to invest.

Company name

Company name should meet requirements of Chinese law: a company can have only one name; the name registered in accordance with established procedure is protected by law. Company name should not contain information or words which:

  • cause damage to state and social interests;
  • can mislead population or cause misunderstanding;
  • are the names of foreign countries (regions), international organizations;
  • the names of parties, departments of parties, government or military organs, people’s organizations;
  • contain letters of Chinese transcription “pinyin” (except form those that are used in foreign names), digitals.

Local registered office

Chinese law requires to register a local office for companies with foreign capital. Therefore, every company should have a registered address in China.

Seal

Having obtained a Business Registration Certificate, company should be registered at the police where it gets its seals:

  • company seal (oval-shaped, with 5 cm diameter, without 5-point star unlike Chinese companies, with logo engraving possible and red ink compulsory to use);
  • account seal;
  • contract seal;
  • legal representative seal.

Redomicile

Chinese law does not allow companies to redomicile.

Prolongation

All companies with foreign capital are established for a definite term (most often for 15-30 years), which is indicated in the application for company incorporation. This term can be prolonged up to 50 years for projects with large investments, in case of production of complex products which can be competitive at the international market, as well as some other cases. Application for prolongation should be submitted 180day s beforehand the end of the term. The competent authorities should make decision on prolongation within 30 days after application receipt.

Company structure

Directors

WFOE should at least have one director who can be a foreigner and a corporate, and one supervisor.

Board of Directors

Board of Directors should consist of 3 to 30 members elected for 3 years. If the company is very small, instead of board of directors a company can appoint an executive director.

The chairman of the Board or executive director normally functions as a legal representative of a company.

Secretary

Secretary is not required.

Shareholders

WFOE can be incorporated by one shareholder. The highest body of limited WFOE is Shareholder meeting (or Shareholder if there is only one of them). Shareholder meetings are divided into regular and interim meetings. Regular meetings are held according to the Articles of Association. Shareholder meeting decides on all major issued of the company, including profit distribution, merger, acquisition, etc.

Beneficiary

The information on beneficiary is not disclosed.

Share capital

Share capital is nominated in RMB. It can be issued and distributed only among foreign investors.

Minimum capital for limited companies is 30.000 RMB. In the meantime, registration rules require for proportionality of share capital with business scale. It means that registration authorities have wide powers to determine the right amount of capital for legal entity. For example, in Beijing for a trade company with foreign capital minimum share capital is 300.000 RMB, for consulting company is 200.000 RMB.

Capital amount may vary depending on form of activity of a company and its place of incorporation. Capital must be paid in full at China’s Bank and after incorporation can be used for equipment purchase, lease payment and other business expenses.

WFOE must pay investments within a term set by a competent authority. In case of expiration administration for industry and commerce may withdraw Registration certificate.

Confidentiality and public access to information

There is no open roster of companies in China yet.

Data on all registered companies are kept in administrations for industry and commerce and access to them is limited. In order to obtain these data you will need help of local agent. The volume of information obtained will depend on the policy of specific administration.

Core Services

— Incorporation

Price12 500 USD

including incorporation tax, state registry fee, including Compliance fee

— Annual government fees

Price1 300 USD

Stamp Duty and Administration for Industry and Commerce incorporation fee

— Corporate legal services

Price1 500 USD

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price150 USD

DHL or TNT, at cost of a Courier Service

— Apostilled set of Statutory documents

Price500 USD

Basic set of documents

Application for Registration / 外商独资企业设立登记申请书

Foreign Investment Approval / 外商投资企业申请登记表

Articles of Incorporation / 公司章程

Certificate of Incorporation / 企业法人营业执照

Business Registration Certificate / 企业组织机构代码证

Compare Jurisdictions

    Nominee Director

    Paid-up “nominee director” set includes the following documents

    Nominee Shareholder

    Paid-up “nominee shareholder” set includes the following documents

    Compliance fee

    Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

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