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:

  1. Shares list and full names of shareholders.
  2. Responsibilities of all members of shareholder.
  3. How to join new shareholders and leaving mechanism.
  4. 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

Why Choose Us
A series of legal services, strategy consulting, government resources, a number of clients make us having strong confidence to solve complicated cases.

What We Do
SMEsChina is assisting global companies investing and establishing China business entities with our excellent knowledge and practical experience.

Online Services
Guide you preparing requirements and fill in the official application forms and using standard model articles to set up a limited liability partnership.

Corporate Taxes
Keep monthly accounting and tax compliance, and prepare accounts and annual inspection, auditing, report and financial settlement to tax bureau.

FAQs: About Set up a Private LLP

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 the China Embassy in your home country’s branch office. And courier these legal documents to SMEsChina submitting China industrial and commercial bureau to verify.

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 invoices, maintaining social insurance and work permits for employees, and bank account (example: change company name must apply for a new corporate bank permit), but you still can change any records and information for your corporate structure anytime.

Certainly, some industries need a 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, certificate 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 the 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 an 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 license, 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.

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We Help You Incorporation a Limited Liability Partnership ( LLP ) within 20 Working Days

Check if setting up a private company is right for you, how you launch a corporation depends on what business activities your company does. It can also affect the processes of registration and different requirements for your preparation.

SMEsChina focus on the growth of enterprise and providing a variety of business solutions in the area of strategy consultancy, business registration, company formation, incorporation of domestic invested enterprise, LLC registration and LLP formation, finance and audit services, HR and payroll, corporate bank account, resident permit, immigration and visa, trademarks and legal compliance. If you have everything to set up a private business in Mainland China, you can get in touch with our teams to get more useful information and online guidance.

More than 47 million companies and small medium enterprises have registered their business entities in mainland China and over 3.5 million new enterprises are incorporated during each financial year with comfortable process of registering companies due to China government implemented new rules and regulation on business registration laws since Oct. 2014. That’s Why SMEsChina is Here.

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