As the largest and most prosperous city in the nation, Shanghai is the economic, financial and cultural center of China, while Beijing is the political heart. And this image of Shanghai as a fast and modern metropolis is certainly the one that most visitors and investors take away.
If you want to invest in Shanghai China, you needn’t to turn to the relevant government departments for so many certificates and formalities, but just turn to Tannet. Tannet not only provide you one-stop service from company registration to company deregistration, especially business solution, investment solution and crisis & risk management, but also give you tailor-made service to your satisfaction. 1. Company Name
To register a name for your WFOE, you will need to know the regulations for naming the business. The legal name of a WFOE consists of four words presented as:
Location (City) + business name + main business activity + structure.
For example: Shanghai + ABC + Management Consulting + Co., Ltd
In the example, “ABC” is the Chinese translation of the foreign business name of the foreign investor; the translation can be made either by sound or meaning. For example, “Mai Dang Lao” is the translation of “McDonald's” by sound (the Chinese version sounds similar to the English pronunciation); “Wei Ruan” is the translation of “Microsoft” by meaning (it means the same thing in Chinese as “Microsoft” does in English). “Management Consulting” is the main business activity of the example WFOE. “Co., Ltd.” is the legal structure of WFOEs.
A basic rule in naming a WFOE is that it can only register “ABC” as its business name when it has not already been registered by any other business in China. In practice, due to the vast number of businesses that have already been registered and thus a high chance of conflict, it is a good idea for a WFOE to work out a couple of options for the business name before going to the AIC for registration. Only the Chinese name of the WFOE can to be registered.
Company name is different from
trademark. Trademark is a distinctive
sign or indicator used by an individual,
business organization, or other
legal entity to identify that the
productsor
services to
consumers with which the trademark appears originate from a unique source, and to distinguish its products or services from those of other entities.
2. Registered Capital
Registered Capital is the amount of funds that the Chinese government requires of foreign investors to contribute to their projects in China (e.g. WFOEs). The Chinese government sets requirements for the minimum amount of registered capital to start a business. Registered Capital must be of an amount greater than the minimum requirement of the China Company Law (currently RMB100,000). The Registered Capital can only come from the foreign investors, and must be actually paid into the company bank account then verified by an independent certified accounting agency in China. The amount of registered capital can be increased but official procedures will be required. Registered Capital must be no less than 70% of the Total Investment Quota; however, the ratio may be decreased when the amount of Registered Capital exceeds US$ 3 million.
The actual amount of Registered Capital required is subject to the final approval of the approval authority. The Chinese officials have the right to require a business to increase the amount of Registered Capital if they deem the minimum Registered Capital amount as insufficient for the requirements of the startup business according to the project description as written in the application documents. The final amount of Registered Capital required is sometimes a result of negotiations with the appropriate officials during the registration period.
Tannet suggests USD140,000 for manufacturing company, USD140,000 for trading company, USD100,000 for service company.
3. Company Shareholders
There should be one or more person who should be more than 18 years old with non-Chinese nationality or non-Chinese company. 4. Pre-approval Industries
Special permit is needed in some industries before company registration, which is called pre-license. Gas station, finished oil storage, slaughter, education, religious groups, the auction industry, pawn, engraving industry, car parks, lawyers, accounting services, bookkeeping, job intermediary, study abroad agencies construction, investment immigration agencies construction, decoration, engineering, road freight transportation, net bar, publishing and printing, cosmetics, pharmaceuticals, food production and management, travel agencies, medical institutions, pharmaceutical and equipment, insurance, banking and others. For detailed information, welcome to contact Tannet. 5. Business scope
The Business Scope is narrowly defined and interpreted for all businesses in China; a WFOE may only legally conduct business within the business scope that appears on its business license.
In the application documents, the business scope is written as a list of business activities that the WFOE will conduct in China, and the first business activity will define the overall nature of the WFOE for classification purposes. The classification will further define the minimum required capital, type of invoices, type of applicable taxes, etc. As one example, for a previous WFOE registration, the company’s business scope was written as “retail of cosmetic products, training on cosmetic products, after-sales services.” The nature of this WFOE was therefore defined by the Chinese authorities as a “retail-trading WFOE”, thus the required registered capital was RMB500,000, and it was able to receive the Value-Added-Tax invoices that are essential to a trading company in China.
Because the scope of business is crucially important in the WFOE business registration application, Tannet always confers with the appropriate officials to ensure that every business activity that is listed on the registration application is an approved business activity and that every business activity is designed as broadly as allowable so that clients can be more flexible in what activities they are allowed to conduct. We will not submit an application until we are assured that the application information follows the pertinent rules and regulations and that it will allow our clients to achieve the maximum benefits of running their businesses in China. 6. Required Documents
1 One proposed name (in Chinese), and provide two alternative names in case the first name is not available;
2 Minutes or resolution from investors or board of directors (Detailed information about the business scope, registered capital and share proportion);
3 The copies of corporate registration certificate of invest company and the passport of the investors.
4 Lawyer's legalization or notarization of the corporate registration certificate and the investors’ passport, which should be endorsed by local China Embassy or Consulate.
5 Two original bank reference letters (from the bank outside China) indicating foreign investors' creditability, issued within 6 months in both English and Chinese translation; Credit and deposit balance shall be not less than its investment in China.
6 3 pieces of legal representative photos and the ID copy of legal representative.
7 Articles of association and feasibility study report.
8 The lease contract of commercial office between leaser and lessee needed to be endorsed by the Housing Management Authority. The lease contract should be signed personally by shareholders, directors and legal representative.
For Manufacturing Company, the size of the factory should be more than 200m2 and the contract should be valid more than one year.
For Non-manufacturing Company, the size of the office should be more than 30m2 and the contract should be valid more than one year.
7. Procedures for Registering Shanghai WFOE
Fill out the application form——pay the first payment——check company name——articles of association and feasibility study report——WFOE approval certificate——business license——company chop, financial chop, personal name chop——organization code ——tax certificate registration——Foreign Exchange Registration Certificate——bank account opening——Verification report
8. Service Content
1 Approval document;
2 Original articles of association signed by members of the Board and with company chop;
3 Feasibility study report;
4 Certificate of approval;
5 Both original and duplicate copy of business license;
6 3 chops (company chop, financial chop, personal name chop)
7 Seal carving registration card; Bank account documents;
8 Both original and duplicate copy of Organization Code License & card;
9 Registration license from National &Local Administration of Taxation;
10 Foreign exchange registration license and approval certificate; 9. Required Time
Service Company: 40-50 working days based on all the required documents well prepared.
Trading company: 60-90 working days based on all the required documents well prepared.
Manufacturing company: 60-90 working days after got the pre-license based on all the required documents well prepared. 10.Service Price & Payment
Tannet service fee is RMB16,000 (not including government fee). 50% deposit should be paid before handling the case, and balance should be paid when commission has been well done. 11. Apply for Import & Export
A shanghai company should get the import & export right which is issued by shanghai Foreign Economic and Trade Commission before doing import & export business. The required minimum registered capital is RMB1,000,000. 12. Company Annual Returns
Any China company should do annual returns between March 1 and June 30 from the second year since it setup. Business license was issued before July 1, the company should do auditing before annual returns each year; while business license was issued after July 1, the company can do annual returns directly. 13. Shanghai Taxation
All foreign-invested businesses in shanghai pay national income tax of 25%. However, many foreign-invested companies can receive preferential tax treatment based on their investment in certain high-technology sectors, locating in certain geographical zones, long operational contracts or reinvestment of profits. 14. Why Choose Tannet?
1 Tannet had abundant experiences (over 11 years) with more than 20,000 clients. The service net has covered Hong Kong, Shenzhen, Beijing, Shanghai, Guangzhou, Xiamen, Quanzhou, Yiwu, Chengdu, Kuala Lumpur, London, Dover.
2 With healthy co-operative platform between SMEs, Tannet can provide you well-round, one-stop services which can help you to extend your international business worldwide.
3 Tannet has built up 18 service centers forming a massive international service platform, especially for SMEs. You are welcome to visit
www.tannet-group.net for more. 15. Contact Us
If you have any inquires, don’t hesitate to contact Tannet anytime, anywhere by simply visiting Tannet’s website
www.tannet-group.net www.shanghai-company.net or calling Hong Kong hotline at 852-27826888 or China hotline at 86-21-68877368 or emailing to
mailtannet@21cn.com. Tannet——Global Corporate Solution Provider, Serving the World of Business, Professional and Trustworthy.