Foreign Company Incorporation Requirements
What Requirements You Have to Learn
SMEsChina is knowledgeable about the different requirements of industrial supervision. If you have everything to start the business and have read all of the requirements of incorporation for a foreign company, you can contact us anytime to get started immediately.
Step-by-step to Learn
The purpose of this guidance is to help foreign business entities, brands, companies to get more useful information to start the procedure of forming a company smoothly and comfortably. Before your decision on launching a business in the Chinese market, you have to understand the key requirements, such as: naming rules, business scope, registered capital, corporate structure, required documents. You can learn everything from below guidance.
Naming an available corporation name and learn the rules, requirements from the popular industrial selections.
You have to select some acceptable business activities from Top 10 national industrial classifications to obtain approval.
Learning how investment capital works and its requirements, limitations, and detail process of currency exchanging.
You have to decide an available Chinese corporate structure by appointing 4 key positions of registration.
Prepare required documents, certifications to prove your authenticity and legitimacy of foreign identification.
Apply for notarization and authentication documents comfortably and quickly issued by China Embassy in your country.
Frequently Asked Questions
Depends on what industry you want to set up, most of general businesses can use a virtual registered address to obtain company licenses and corporate bank account, but some special industries and corporate types must use a physical office to obtain approval, such as representative office, or a coffee shop, a food retail store, as well as special industries like: liquor wholesale, restaurant, laboratory and so on. Details you can read: Industrial Guidance of Foreign Investment Enterprises
According to Chinese foreign enterprises laws and regulations, China government stipulate that foreign shareholder(s) can inject the registered capital within 30 years.
From our experience, it is too difficult to enter China to complete the procedure of limited companies formation for non residents, although come here in person can make the process faster, but complex procedure of tourist or business visa still affect your China business planning.
Now forgetting it, Chinese companies registration system has reformed, and if you decide starting to set up a Chinese LLC ( limited liability company ), you can do that anytime, wherever you are.
That’s a fact, due to difference of regulations of business registration, some countries or state governments have own independent rules and system there, this you may contact our online consultants to learn the corresponding rules you have to prepare these requirements and documents through proving other identifications such as taxpayer ID, tax register number, employer identification code, filed number, company code, etc. SMEsChina teams are willing to share knowledge or experience on these special circumstances.
That’s it. All required documents have been listed by this web for your Chinese company registration. If you want to hire a foreign staff for your Chinese company, this staff has to prepare other notarized and authenticated documents. Normally include 2 required documents, certificate of education, and certificate of no criminal records. learn more: Foreign Company Incorporation Requirements
Suggest you asking official of Chinese embassy in you country. As SMEsChina knows, generally expense needs 80 – 250 USD, if you use an expedited service, needs more costs. Certainly, maybe you have to pay more fees to an agent or translation company. Quick link to Chinese embassies: Notarization Authentication Documents of Chinese Embassies
You can find a translation firm or assistant, secretary to help you translating these documents and submit to Chinese embassy to verify, or translated by yourself. If the translation are correct also can be accepted to obtain verification. If possible, SMEsChina teams suggest you to entrust an official of embassy to translate files may get more accuracy.
Sure, local agents can help you obtain these legal documents faster, because they have enough confidence and excellent experience to assist you getting approved and certificated files. Also they can get the green light and fast channel through their expedited service.
No standard answers for this question from our experience. Because each country has different situations, SMEsChina thinks visiting embassy office is the most effective solution for getting files quickly and simply, also you can sign an appointment letter and ask one friend, family to apply for the documents. If need to interview with an official, you may contact a Chinese functionary in advance through embassy’s website.
This is a frequently asked question from our career from global clients, since 2014, China industrial and commercial administration bureau implemented new policies in business registration system and regulation of registered capital, the latest rule is 20,000USD or Euro for foreign investors, some industries reduce to a lower requirement of capital ( before 2014, foreign enterprises need to set up the minimum capital is 150,000 USD ), like services, consultancies.
Certainly, some special regulated industries also need to set up investment capital more than this amount, like dangerous chemicals, international freight forwarding agent, new energy auto, manufacturing, and other special industries.
As a WFOE, you can inject the capital within 30years and amount must be injected from foreign shareholder(s)’ account(s), and through foreign exchange process transfer to RMB basic account to as daily operations, this process needs 2 weeks to complete, our accountants will assist you operating it.
All company structure have to appoint below 3 key positions.
1st. Shareholder(s), can be the foreign individual(s) and oversea enterprise(s) registered in other countries.
2nd. Legal representative ( executive director ) can be non residents or local Chinese.
3rd. Supervisor ( secretarial position ), also can be non residents or local Chinese.
Learn more: Corporate Structure of Company
2 types you can select with Chinese registered companies.
1st is small scale taxpayer can issue general invoice for your business activities ( trade or services, or engineering ).
2nd is general taxpayer ( known as VAT ), can apply for general special invoice to Chinese customers.
Which is better, depend on your business and what kind of invoice your local clients need. And all of them need to report monthly tax records and quarterly profits, and attend annual government verification and inspection.
There are many special industries need to register permits for your local company, whatever your company type is ( WFOE, Joint Venture, Limited company or other types ), special permits and licenses issued by different supervision department offices and they are compulsive requirements you have to get approval.
Such as: food and beverage licenses, liquor permit, dangerous chemicals, medical apparatus and instruments, dairy products, raw meat trade, etc.
If you do not know your list of products if includes special supervision, you may contact our WFOE experts to obtain more advice. Learn more: Special Industrial Qualifications
Except for above basic guidance and process, SMEsChina assists you obtaining import and export licenses and permits from the Customs and Inspection and Quarantine Bureau, this process needs extra procedure with another 5 – 10 working days. Learn more: Documents of Import Export Permits
Sure, all Chinese business entities ( WFOE, WOFE, LLC etc.) may hire local staff and foreign employees, and as a local employer, WFOE can hire foreign staff to obtain work visa and residence permit. Learn more: Work Permit of Foreign Staff
Your decision, as a rule of thumb, whole process can be completed through online guidance, but there is no denying that come here in person is easier and quicker. If you do not want to come here in person, also can complete whole process for WFOE establishment.
Whole procedure from getting business license to opening corporate bank account, our standard pricing depends on your industry and business activities, you may contact our teams and just briefly explain what your WFOE does in China and details business scope, at the same time SMEsChina will send you a standard quotation and proposal.
China tax system stipulates strictly that whatever your corporate type is and business activities do, even if you do not have any business at the beginning, you must register taxpayer within 30 days after WFOE license be approved, and report tax situation such as income, expenses, VAT, profits ( known as corporate income tax ), personal tax ( employee ) etc.
China has established diplomatic relations with most countries. You can use this link: prepare notarization authentication documents from China Embassy to contact a Chinese diplomatic official or chancellor to get a details address or phone number, because Chinese consulate generals have many branches and commercial counsellor offices are distributed in different cities. If you do not want to visit another city, you can find an agent to assist you to obtain these legal documents from China embassy.
If your China LLC does import and export businesses in the future, you should register additional licenses and permits for your Chinese company from the China Customs with e-port system. Do not worry for this process, its easy to get approval.
With the difference of company name and business activities, you have to choose a standard industry for incorporating a LLC in China, main industries include: service and consulting, design consultation, engineering and construction, domestic and international trading as import and export, architectural consulting, technical installation and services, IT, e-commerce, creative culture, manufacturers, auto and components etc. You may get in touch with our experts to obtain a suggestion for selecting a standard industry for your limited liability company formation. You may read: Industrial Guidance of Foreign Investment Enterprises and Selecting Company Type
Depends on your structure of shareholder for China LLC, such as Wholly Foreign Owned Enterprise ( WFOE ) as known as WOFE ( wholly owned foreign enterprise ) and FICE ( foreign invested commercial enterprise ), JV ( sino-foreign joint venture ), partnerships, offshore company, holding company, domestic shareholders.
And other organizational types like: self-employed shops, sole trader, representative office, branch office, non-profit organization, liaison office. Learn more: Selecting Company Type
Whatever your company type is, WFOE, Joint Venture or partnership, you can use an oversea existed company as the shareholder, but you have to get authenticated and notarized documents for your foreign certificate of registration from China Embassy in your home country’s branch office. And courier these legally documents to SMEsChina submitting China industrial and commercial bureau to verify. Learn more: Register Company Required Documents
You can appoint local firm, secretary to collect and submit changing application to different industrial department offices, and the process will affect your daily operations like issuing invoice, maintaining social insurance and work permits for employees, and bank account ( example: change company name must apply for new corporate bank permit ), but you still can change any records and information for your corporate structure anytime.
Certainly, some industries need longer procedure to operate the changing application, such as international trading business, you also need to change the related information to obtain new business licenses, certification of registration of enterprise and other special permits.
All companies and partnerships registered in mainland China, must report monthly VAT records and quarterly corporate income tax to local tax authorities and collect documents to attend annual audit, government licenses inspection and information verification within March each year. If fail to deliver do these stipulations, key positions and company tax ID, register number will be listed into black name and be fined.
Yes, you have to register taxpayer within 30 days and report month accounts to local tax bureau, same time to create a corporate bank account paying taxes as a taxpayer. And prepare information and documents to public inspection for annual financial settlement and audit.
Any person can be the appointed as the legal representative under the LLP structure and other company types, if you are the director, shareholder, or employee, its your decision, legal representative known as executive director and appointed by shareholder(s). But legal representative can not be the supervisor under same group.
1. Contact our online consultants and obtain business advice.
2. Get a list for preparing required documents you have to collect in oversea.
3. Get a application forms of registering company to fill in.
4. Download and sign legal files and official forms.
5. Courier these documents to SMEsChina office from your country.
6. Obtain business licence, company seals, certificate of registration.
7. Appoint SMEsChina to open a local corporation account.
8. Tax registration to obtain VAT invoice, and register employee system.
9. If need, follow on the step for import and export permits.
10. None, exactly, That’s it. Whole Process done.
All corporate shareholders can inject registered capital within 30 years once company be approved, all Chinese enterprises whatever company type is, all of them have the discretion to decide the timeline and how much amount for transferring registered capital.
Its easy to understand, here you may refer to the calculation:
Example: If the total registered capital is 100,000 USD for setting up a new joint venture in Mainland China. Foreign shareholder(s) own 70% and Chinese shareholder own 30%.
Calculation as below:
1. Foreign cooperator shareholdings: 100K USD * 70% = 70K USD. The capital amount will be injected from foreign shareholder’s oversea account to corporate bank account of joint venture with USD ( common international currency, like Euro， GBP, JPY, HKD, AUD, KRW, CAD ).
2. Chinese cooperator shareholders is 30K USD. Company registered capital will be injected from Chinese local bank account to corporate bank account of joint venture with RMB. How to calculate exchange rate? Depends on foreign exchange prices on the day quoted by the PBOC ( People’s Bank of China ).
Legal representative ( executive director ), because in China, legal person be appointed by the board of shareholders, and his or her full name will be printed on all public certifications, such as certificate of registration of foreign invested enterprises, business license, import and export permits or other special permits, corporate bank permit and internet banking, food business permit, liquor sales license, etc. Once changing legal representative, means whole process will affect daily operations for your company ( WFOE, Joint Venture, or other company types ).
You should apply for change procedure for company structure, like board of shareholders, board of directors, executive director ( legal representative ) if your employee or Chinese partner intends leaving your registered joint venture, if shareholders leave the enterprise you have to change corporate type to wholly owned company or domestic owned business.
As an oversea corporation or a foreign citizen, if you want to register a Chinese JV with a Chinese company or individual, the minimum shareholdings is 25% for foreign shareholders in terms of Chinese corporate laws and regulations on sino-foreign joint venture. If your shares less than 25% your application of registration will not be approved.
Because the unique corporate structure, rep offices can not change to limited liability companies directly, you have to close representative offices first ( known as the procedure of cancellation ) and same time to start the program of company formation, whatever type your limited company is, you may operate simultaneously for procedure of cancellation and process of registration.
You may transfer funding from oversea corporate entity ( foreign parent company ) to the special account of representative office and through the process of foreign exchange to be RMB currency to handle with daily running costs.
Sure, even if no incomes and transactions for a representative office, but you still can open a bank account for you rep office to operate daily maintaining and running costs.
Yes, unlike other corporate types ( LLC, WFOE, Joint Venture, Partnership ) can use a virtual registered address to obtain approval for business registration.
Representative office must rent a commercial physical office as actual address to get approval for registration.
This is a mandatory provision, although no any actual activities and incomes as a local representative office, but also you have to pay taxes depending on your running expenses ( corporate daily costs ), such as personal tax ( local employees ) and other maintaining costs ( monthly rents, traveling allowances, utilities, communication allowances and other running costs ).
You may find out that this view has explained, as a local rep office can not do any actual business activities include selling, purchasing and international trading businesses, so you have to use your foreign entity to operate the daily orders, if you want to do that, you have to change the type of enterprise from RO to WFOE, or find a local partner to set up a joint venture or partnership or other types of limited liability company.
You have to apply for some legal files issued by China embassy in your home country, suggest you getting in touch with our teams to get a standard Proposal for requirements.
Sure, if your Chinese company wants to do import and export business, you have to register additional permits from the China Customs to operate daily Customs duties verification and electronic port businesses.
According to Chinese taxation laws and rules, all company types have to report incomes and expenses each month and quarterly profits details to local tax office, then can obtain taxpayer credit record to attend annual inspection.
Once company be approved as a legally corporate taxpayer, your business licence include a tax ID printed on the license ( as known as: uniform code for social credit ). You may sign an official application document ( include tax ID and corporate name ) and appoint one financial manager submitting it to local tax office and administration authority. General taxpayer will be approved within 3 workdays, and your subsidiary company will be obtained a certificate of VAT qualification. This is an useful certificate and proof for your tax credit records when your Chinese customers asking you providing, or other transactions or orders, like: competitive tenders, online platforms ( electronic commerce ), etc.
According to Chinese regulations of registration of resident representative offices of foreign ( regional ) enterprises, one executive representative can be appointed by foreign business entity, and also you may appoint other representatives to be the general positions, known as general representative(s) with no restrictions on the numbers. But executive representative only 1 person can be appointed.
1. Members of shareholder is 2 to 200.
2. Board of directors 5 people at least.
3. Board of supervisors, the minimum members need 3 people.
4. Legal representative known as executive director, only 1 people can be appointed and voted.
According to Chinese tax system and related regulation of corporation, you have to hire a local person as the executive financial manager to deal with daily tax return. And attend taxation meeting on behalf of your Chinese business entity.
Sure, even if your corporate structure owned by domestic shareholder(s), you also can appoint a foreigner to be the executive director ( know as legal representative ), and same time, you also can appoint a non resident as the supervisor.
If your company is a local registered business entity and has obtained a business license issued by your supervision department, you can use it to be the shareholder for setting up a domestic invested company to obtain more business and industrial activities.
All local registered companies, enterprises can hire local Chinese or foreign employees after sign agreement of employment, but if you want to hire foreign staff, you have to collect required documents from your foreign employees, such as, no criminal record, notarized education certificate, CV, photos etc to estimate that if they can get approval for working permits in terms of talent points system.
According to Chinese companies laws and enterprises registration regulations, the minimum registered capital for Chinese joint businesses is 30,000 RMB ( Chinese local shareholders must include 2 at least or more ).
If your DIE incorporation only includes 1 shareholder ( Chinese citizen or domestic corporation ), the minimum registered capital is 100,000 RMB.
You can sign appointment documents to reset up a major manager for your branch office(s). And also need to re-register the business license and corporate bank permit from local market and supervision departments.
Branch office(s) can register social insurance and accumulation fund accounts approved from local labor and social security departments and housing provident fund management centers to operate daily recruitment. Without assisting through the third part human resource agents.
You must sign relevant taxpayer register documents to tax bureau, here have 2 popular tax system for Chinese branch office(s):
1. Independent accounting system, run and operate business transactions ( incomes, expenditures and other payments ) by management teams independently. The profit statements need to be distributed to the parent company every year.
2. Non independent accounting system, all business transactions ( incomes, expenditures and other payments ) managed by parent company. And parent companies transfer funding ( running costs ) to branch offices.
Sure, you may find a local agent or secretarial firm providing a virtual office as registered address to open a branch office. Also you can use a real commercial address or physical office to register license.
2018-2019, important financial years for Chinese tax reforming, China has reduce the tax rates for income tax, corporate income tax ( profits tax ). With a number of preferential policies coming, Chinese corporate taxes are attracting more foreign enterprises investing and establishing brands in mainland China market.
Only one people ( local citizen or non resident ) can be the executive director ( legal representative ).
If your key corporate structure needs to set up a board of directors, you have to appoint 3 people at least to be the directors, no nationality restrictions.
All directors need to provide identity documents to market and supervision checking.
As a registered subsidiary company or an existed enterprise or other corporate types, you may apply for multiple accounts depending on your actual situations. But you must open basic RMB account and capital account first. Once your business entity grow up in the future, you may open multiple general account(s) approved from different bank(s).
This is an imperative stipulation in terms of regulations on the administration of industry and commerce. Whatever corporate types you intend to establish, all Chinese companies must have a legal commercial address to obtain approval. Home or apartment addresses can not be approved and accepted.
A cooperative conglomerate, all contributors ( shareholders and subsidiary companies ) enjoy an equal relationship and unified management under a parent corporation ( group company ). All members have several subsidiaries owned by independent systems. Association between strong enterprises with upstream and downstream resources to grow up together as a group Army.
Only one people ( local citizen or non resident ) can be the executive director ( legal representative ). If your key structure needs to set up a board of directors, you have to appoint 3 people at least to be the directors, no nationality restrictions. All directors appointed by members ( subsidiaries ) need to provide identity documents to market and supervision checking.
Your decision, a group company must open a basic account from local banks. And meanwhile may open multiple general bank accounts for subordinate business department(s) or other independent unit(s).
1st. Group company must prepare separate settlement report and consolidated accounting statement.
2nd. Consolidated financial statements used only for shareholders, the public(s) and the government(s) have the rights to understand and grasp the group’s operating conditions.
3rd. Tax payments and accounting statements based on independent legal members within the group.
This is an excellent question, 3 points you have to understand.
1. No cross-shareholdings ( known as: no reverse holdings ) for parent-subsidiary corporations ( group company and subsidiaries ).
2. Separate liabilities for a group company and its subsidiaries.
3. If the parent company ( a group company ) pledged a guarantee, group company is responsible for the debts of their subsidiaries. This is a special circumstance.
Its an official forms with the list of initiators and number of shares. Need to list price and denomination for each share ( stock ) and the rights and obligations of subscribers ( shareholders ).
A corporation dissolved by resolutions and decisions of the board of shareholders, needs to go through the liquidation process and cleaning up the property then can be dissolved with voluntary or compulsory.
Your decision, a stock company must open a basic account from local banks. And meanwhile may open multiple general bank accounts for independent departments.
1. Basic information include: company name, registered capital, registered address, business scope ( activities ).
2. List of legal representative, directors, general managers, shareholders, supervisors.
3. Certificates of investment capital and verification reports for shareholders.
Chinese register system and regulations are changing and reforming, more and more foreign brands intend to open the Chinese market with their products and technologies. Offshore company ( known as virtual company ), its the cheapest and most effective approach to create ideas, and test your customer’s feedback and sound out local market in mainland China. About benefits and advantages of PRC, you know, here is a huge consumer market if you interested in bringing your ideas. Learn more: Guidance of Market Access Stratgy
An OSA ( offshore account )will be opened easily and quickly within 7 – 10 working days in mainland China. Because you have obtained notarized passport, so do not need to come here complete the process of opening corporate account. Once bank account approved, we will courier u-keys of internet banking to your oversea office and you can set up the password by yourself. You can operate daily offshore business and transactions anytime, any places.
Legal existed or registered China companies may hire local or foreign staff through social security service center and immigration office. Local citizens can be approved easily and quickly if you are a local registered enterprise or offshore company, if hire foreign staff, you have to ask him ( or her ) to apply for notarized documents ( no criminal certification and educational certificate ) from China embassy, and other required documents, such as CV, working certificates issued by previous employer(s) and submit to immigration office to obtain working permit(s) and residence visa.
1. Basic information of business registration include: company name, registered capital, registered address, business scope ( activities ).
2. List of legal representative, directors, general managers, shareholders, supervisors.
3. Certificates of shareholders or foreign business entities ( issued by foreign supervision department of business registration ).
1. You have to set up shareholder(s) first, 1 person at least.
2. You must appoint one individual as the executive director ( legal representative ).
3. You must appoint one person to be the supervisor.
Other key corporate structure depending on your decision, such as finance manager, general manager, cashier, senior secretary etc. You may get in touch with our team and obtain an official form of application of registration, we will make a list for required documents you have to prepare and collect. Learn more: Corporate Structure of Company
After business license be approved, you have to open social insurance account and house funding account, and provide agreement of employment to labor security bureau, and then you can get monthly salary from a registered sole trader. Although self employed business owned by yourself, but also have to pay off personal tax and social insurance each month.
Most popular names must be included: territory and brand name, and the end of naming with: Sole Trader, Trader and Trading House, Individual Office, Self Employed Business. and so on. You can not apply for the end with limited or Co.,Ltd.
Chinese sole traders must be owned by a Chinese citizen ( individual ), foreign individuals can not be the owners or contributors in terms of Chinese enterprise laws of registration of sole traders. If non residents want to be the owners, you have to register corporate type as WFOE or Joint Venture.
Exactly, because as a Chinese sole trader, does not need to set up registered capital, so you can not apply for import and export licenses and permits from the local Customs. If you want to do international businesses, you must register a limited company here to operate daily international transactions.
Depending on your decision and needs for starting up a sole trader in China, you can choose business activities such as: beverage sales, sell flowers, coffee or other products, as well as consultancy services, technologies supporting, etc.
First you have to select a type of company, most types can apply for international trading licenses with import and export business activities, but 2 types can not do that, like branch office, representative office.
According to the latest industrial and commercial regulations of China companies,you need registering a company type depends on different enterprise structures, you may read the following introducing to compare and find difference for forming a Chinese company. Learn more: Selecting Company Type