Registration by a foreigner in China independently of a company with 100% foreign capital: documents, where to go, where to register
We immediately consider it necessary to note that the information below is written for the general case of self-registration by a foreigner in China of a company with 100% foreign capital, in certain provinces of China (depending on the presence or absence of Special Economic Zones (SEZ), open trade ports and other preferential treatment for foreigners there may be slight changes).
In most cases, foreigners in China create two main types of companies:
1. Joint ventures (JV) (the procedure for registering such a company can be found in our other article).
2. Wholly Foreign Owned Enterprise (WFOE) companies, which are 有限公司 - Chinese LLC (Limited Liability Company), but where 100% of all capital is owned by a foreigner (foreigners).
The establishment and operation of companies in China are regulated by the following legal regulations: the PRC Law on Companies, the rules and regulations on the regulation of company registration, the PRC Law on Foreign Capital Enterprises and the rules for the application of this law, as well as on companies that register foreigners in China, as well as legal entities in the PRC, are subject to all laws and regulations related to the activities of legal entities in China.
Let us consider in more detail the registration of a company with 100% foreign capital in China.
Registration of companies with 100% foreign capital in China is carried out in 2 main stages.
1) Registration of a company with 100% foreign capital in 工商局 (Bureau of Industry and Commerce) of your city in China.
1. Since such a company is an ordinary Chinese 有限公司 - LLC (limited liability company), the two foreign founders, along with their foreign passports (other documents are generally not required), go to the 工商局 Bureau of Industry and Commerce of their city in China .
One founder is the so-called legal representative of the company - 法人, that is, the general director, the other founder is the representative of the supervisory board of the company 监事, he acts as a guarantor for the legal representative.
2. At the 工商局 Bureau of Industry and Commerce of your city in China, you fill out all the necessary forms, via computer or in person, depending on the requirements in your province and city, but if it is necessary to complete registration forms via computer, then in most provinces in China you you will not be able to do this without the help of a citizen of the PRC, who will have to provide his identity card details to enter the enterprise registration system, since often the data of a foreign passport is often not accepted by the system.
3. When filling out the registration forms, you should already have the following information:
- the name of your company in Chinese (unique and non-repetitive);
- a list of your activities is precisely defined - will be indicated in the Business License (营业执照);
- the size of the authorized capital of your company is determined. The authorized capital is the initial investment in the company, necessary to finance business operations until the company becomes economically independent. Currently, the minimum requirements for authorized capital have been abolished in general, with the exception of certain industries, and the contribution period is now determined by the investor himself.
- the name in Chinese of the exact location of your company - the location of your company's office.
4. When registering through a computer, first the uniqueness of your company name in Chinese is checked, if the check is passed, then all other data in the registration form are filled in, the completed information is sent for verification and after a while (it will approximately be indicated in 工商局 (Bureau of Industry and trade) of your city in China) you come and receive several copies of the Business License (营业执照).
2) Post-registration procedures for registering the activities of a company with 100% foreign capital
Once you have the Business License (营业执照) in hand, you need to order a set of seals. The seals are ordered from a company that officially registers these seals with the police.
After that, you need to register with various government agencies - the tax office, the quality control department, the statistics department, the bodies of the Ministry of Labor and Social Protection, customs, etc., depending on the type of activity of your company.
Also, your company needs to open an account in a Chinese bank, but this is a separate story, which involves a separate article, since different banks in China put forward quite different conditions and requirements for foreigners.
Created: 05 June 2022