Guangzhou is the capital of Guangdong Province, a national
historical and cultural city, a National Central City, an international
business center and an integrated transport hub. As the south gate of China, it
is located in the geometric center of Asian-Pacific area, adjacent to the South
China Sea, Hong Kong and Macao. With a total area of 7,434 km2, it has a
population of over 16 million. For more than 2,000 years, Guangzhou, known as
the Millennial Commerce Capital, has always been China's important trading port
and the origin of ancient Maritime Silk Road.
Definition of
WFOE
The Wholly
Foreign Owned Enterprise (WFOE) is a limited liability company wholly owned by
the foreign investor(s).The foreign investor(s) can be a nature person or a
legal entity. Investor(s) from Hong Kong, Macau, Taiwan is also
defined as the foreign investor(s).
Company Name
Company name
of WFOE consists of four parts which are
administrative division, name, Industry expression and limited. Your company
name must be unique in the same industry and administrative division .Company
name is related to register capital and business scope. For some sectors such as education,
logistics, medicine and food industries, a special pre-approved license is
needed. Only with 10 million, the word Guangdong can be registered.
If the word “China” is within the company name, it is required to be
pre-approved by SAIC (State Administration for Industry and Commerce).
Company Business
Scope
One of the most
important issues in WFOE application is business scope. Business scope needs to
be defined and the WFOE can only conduct business within its approved business
scope, which ultimately appears on the business license. Any amendments to the
business scope require further application and approval.
Registered
Capital and Paid-Up Capital
Registered capital
is the amount that it’s required to run the business until it can break even -
the 'minimum registered capital' is a guideline only. The amount of registered
capital needed depends on factors like industry, scope of business and
location. Generally speaking, for manufacturing and trading enterprise, the
registered capital is required RMB 1 million or above. For service enterprises,
such as consultancy, technology, market research and development, the
registered capital is usually required RMB 500, 000 or above. Once the business
license is issued, 15% of the registered capital should be paid up during 3
months, with the balance being remitted within 2 years. All of the registered capital can be
paid in one time or several times, fewer times, fewer capital verification fees
are needed.
Shareholder,
Legal Representative, Supervisor, Director and Manager
1. A shareholder
could be a nature person (foreign individual) or a legal entity (foreign
company)
2. The legal
representative represents the interests of the enterprise as a legal person，exercises legal right in accordance with the will of the
enterprise. An enterprise as a legal person endows the legal representative
with authority, assumes civil liability for the normal activities of legal
representative.
3. Supervisor’s
duty is that check the company’s financial condition; supervise executives’
behavior of performing his duties, propose suggestions on dismissing any
director or senior manager whose behavior is contrary to laws and regulations,
articles of incorporation or shareholder meeting
resolution, etc.
4、Directors, the
manager and financial officers shall not serve concurrently as supervisors，while the director, the manager and legal representative
could be the same person.
Documents
Required
1、3x original
Certificate of Incorporations, Articles of Incorporation or Equivalent document
notarized by local lawyer and endorsed by Chinese embassy or consulate. For
individual investor: 2x original Passport copies of Investors need be
notarized by local lawyer and endorsed by Chinese embassy or consulate.
2、2x original Bank
Reference Letters from investor’s bank (declare a good standing)
3、The latest
annual audit report copy from the parent company provided by a Certified Public
Accountant (CPA) (For the parent company established over one year)
4、Office address
in China, 2x original leasing contracts, 2x copies of of house property
certificate with company stamp or signature of lesser and 2x landlord
identification documents (The lessee should be acted by legal
representative or investor. The area is required no less than 30 ㎡ and for commercial use only with more than one
year’s rent and the lease contract should be endorsed by local Housing
Management Authority)
5、Passport copy or
ID card of: (i) Parent company's director (ii) Guangzhou Company's Legal
Representative (iii) Guangzhou Company's supervisor (iv) Guangzhou Company's
director and (v) Guangzhou Company's manager
6、Guangzhou
Company's Legal Representative provides: 6 photos (2 inches size),
7、Registered
capital; Business Scope; 6 proposed Chinese names of Guangzhou Company
Government
Processing Procedure
1、Name
registration with Guangzhou Administrative Bureau of Industry and Commerce
2、Approval
application from the Fire and Environment Bureau for manufacturing industry
3、Pre-approval for
some special industries
4、Certificate of
Approval issued by Bureau of Foreign Trade and Economic Cooperation of
Guangzhou Municipality
5、Business License
issued by Guangzhou Administrative Bureau of Industry and Commerce (GZABIC).
6、Apply for stamps
with the Public Security Bureau
7、Organization
Code License issued by Quality and Technical Supervision Bureau
8、Tax Certificates
issued by National & Local Tax Bureau
9、Foreign Exchange
Registration Card issued by State Administration of Foreign Exchange (SAFE)
10、Apply for the permits for the bank account opening，open foreign currency and RMB account
11、Financial Registration Certificate issued by Finance Bureau
Processing Time
for WFOE
1、Manufacturing
enterprise: 50-70 working days (the time of approval papers application from
the fire & environmental protection bureaus is not included)
2、Trading and
service enterprise: 50-80 working days
Service, Fee and
Terms of Payment
1、TCBC package services for WFOE formation include:
Company name check and confirmation；Document
preparation for application purposes, such as a feasibility study report,
M&A, etc.；Certificate of Approval；Business License；Having a
corporate seal engraved by the public security authorities; Organization Code
Certificate ；Digital
Certificate of Organization Code Certificate；National Tax
Certificate；Local Tax Certificate；Foreign Exchange Registration Certificate；Assist bank opening, but not including the bank charges；Permit of bank account opening；Finance Registration Certificate；Company stamp, financial stamp and personal stamp of
legal representative. All the certificates above include original one and
duplicate one.
2: Terms of
payment: applicant can pay by cash, check or T/T to TCBC’s bank account before the service
begins.
General Tax Information
All enterprises
are required to report to the Tax Administration Department monthly, quarterly
and annually. TCBC provides accounting services for our clients; you are
welcome to contact us for more information.
Annual Audit
report
Any limited
companies in China should summit annual audit report to the relevant
authorities. Any company will be subject be to a fine if the Annual Audit
Report is not submitted in a timely manner.
Follow-Up
Service of WFOE
1、Apply Capital Verification Report with Certified Public
Accountant (CPA) (after Inject capital from investor’s overseas bank account).
2、Business license alteration
3、Import and export license application
4、General tax payer application
TCBC provides a
series of business follow-up services such as, monthly bookkeeping and tax
return, internal auditing, financial planning and tax layout,
and China policy & market study. Other services include domain
name registration, webpage design, website promotion, China trademark
registration, Work Permit, Residence Permit, etc.
Contact Tom Lee to set up business in
Guangzhou
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