How Incorporating a Limited Liability Partnership ( LLP )
Guidance of Setting up a LLP in Mainland China
– Known as: Limited Liability Partnership
It’s easily set up and operate a limited liability partnership (known as LLP) in the China market, here SMEsChina teams is introducing and explaining the regulations of China business registration system, including registering business name with both languages, requirements of foreign investors, registered capital and how listing acceptable business activities for LLP incorporation.
A limited liability partnership ( LLP ), as the name implies that the business should be operated with 2 shareholders or more members of the board of shareholders, and any shareholders can be individuals or legally existing enterprises ( known as a corporate shareholder ), and also shareholders of LLP can be Chinese citizens, legally registered companies or non residents and foreign business entities.
20 Workdays Register a Chinese LLP
- Approval a company name.
- Get an available registered address.
- List shares, 2 shareholders at least.
- Appoint an executive director (legal representative).
- Appoint LLP supervisor and secretary.
- Sign LLP agreement and articles of association.
- Appoint a local person as a financial executive.
- Application forms for incorporation LLP.
Incorporating a LLP with Step by Step
Step 1. Choose a Company Name
LLP company name will be approved with 2 languages ( Chinese and English ), and both cannot be the same as other corporate names, trademarks, or too similar to other existing corporation names registered before. If possible, suggest you find one Chinese friend to help you to consider Chinese characters. Learn more about Company Name Requirements from our guidance.
Step 2. Registered Address
In Mainland China, you have to have a commercial address to register companies and it will be publicly by government public resources. This is a mandatory provisions and unlike other countries can use home address to set up. You can contact SMEsChina to obtain a virtual registered address with a reasonable price.
Step 3. Making Agreement of Partnership
At least 2 shareholders or more under LLP structure, when the members change to one shareholder, you have to change the company type to WFOE (Wholly Foreign Owned Enterprise), about LLP agreement you have to include:
- Shares list and full names of shareholders.
- Responsibilities of all members of shareholder.
- How to join new shareholders and leaving mechanism.
- Share of the profits and debts for LLP structure.
Step 4. Prepare Required Documents
Except for regular files of registration and official forms issued by the local Bureau of Market Supervision, the process of company registration needs you collecting other documentary evidence from your home countries for shareholders, executive director (legal representative), and company supervisor. You can learn all requirements of our guidance: Foreign Company Incorporation Requirements. You have to prepare these documents in advance.
Step 5. Starting Registering Limited Liability Partnership
Through a local firm ( like SMEsChina ) assisting you to collect and prepare a series of compliance documents and official forms to submit to supervision departments, and your application will be approved and you will obtain a certificate of incorporation of foreign enterprises, official business license, and company seals.
Step 6. Tax Registration
New business registration system stipulating that all Chinese companies, enterprises once have been registered, taxpayer ID will be registered immediately and will be printed on the license ( known as, Chinese new business license with five-in-one ). That means you have to report tax returns for each month ( it’s different from oversea tax system for yearly report ).
Step 7. How to start the process for LLP
If you have decided starting to incorporate a China company as LLP, you can contact SMEsChina teams to obtain details Proposal and standard quotation first, later you will receive one form , you have to fill it and our consultants will make a list to you for required documents and legal files you have to collect and prepare in your countries.
SMEsChina is knowledgeable about Chinese LLP
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Guide you preparing requirements and fill in the official application forms and using standard model articles to set up a limited liability partnership.
Keep monthly accounting and tax compliance, and prepare accounts and annual inspection, auditing, report and financial settlement to tax bureau.