Set up company in form of wholly foreign sh .pdf
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Set up company in form of wholly foreign-owned enterprise WOFEs in Shanghai
China，Shanghai Company Registration Procedure and Document Required
Shanghai has a great pro as it is located in the middle of north-south coastal line, with convenient
transport system, vast land resources, and advantageous geographic location. It is located in front
of the Yangtze River, close to the East China Sea in the east, face the Hangzhou bay in the south,
connect with Jiangsu and Zhejiang province in the west, and close to the mouth of Yangzi River in
the north. Located in the heart of the Delta Yangtze River, Shanghai has the world’s busiest
Shanghai has great investment environment, which is seen by many businessmen and enterprises
as: ever-increasing efficiency of government, construction of social honest, solid social security
system, place of increasing international cooperation, good legal system, high information level,
large group of talent in different fields, language advantage, balanced industry mix, complete
adequate and systematic service, etc.
Shanghai is the largest city by population in the People’s Republic of China. It is a major financial
center in China and one of the most significant trade and finance centers in the world. It is one of
China’s old industrial bases which thanks to reforms which took place for over past 20 years have
been injected with new vitality. The city is also home to powerful Stock Exchange, the Shanghai
Stock Exchange has been ranked third among worldwide stock exchanges in terms of trading
volume and sixth in terms of the total capitalization of listed companies, and the trading volume of
six key commodities. The importance of this metropolis is consistently increasing. Currently
Shanghai is being ranked alongside with New York, Tokyo and London. Furthermore, Shanghai is
one of the most prosperous cities in the world. Its cosmopolitan character, sophisticated and
wealthy consumers, and highly educated skilled labor force make it highly attractive to overseas
The Wholly Foreign Owned Enterprise (WFOE) is a Limited liability company wholly owned by
the foreign investor. The foreign company has sole responsibility for its profits and losses. Limited
liability is recognized by the amount of registered capital injected into the business. It is required
to register as a legal person who is restricted to certain businesses. The enterprise is able to
implement strategies that effectively conform to the interests of the parent company abroad.
Moreover, technology and know-how are given better protection.
To establish a WFOE in Shanghai,China, the project shall be examined and approved by the
district authorities where the project is to be located. The foreign investor is required to entrust the
authorized consultative bodies or agencies with the tasks of application and documents submission
There is a minimum capital contribution required, known as registered capital, which varies
according to the nature of business. The registered capital shall be matched with the actual
business activities. There is NO real capital requirements since 2014.
The foreign investor may be a foreign company, enterprise, other economic organization, or a
(1) For a company/enterprise, the Certificate of Incorporation and Bank Reference Letter are
(2) For a natural person, the Identity Certificate and Bank Reference Letter are required.
-- the Certificate of Incorporation/Identity Certificate
--certified by the notary organ and the Chinese Embassy in your country
-- the Bank Reference Letter
-- issued by the bank in which foreign investor has a working or trading account and signed by an
authorized bank officer
Process of Setup WFOE in China:
1. Reservation and Application of Company Name:
Prior to any of the following applications, the investor(s) should reserve a name for its prospective
WFOE with Shanghai Administration of Industry and Commerce (SAIC). SAIC requires that a
proposed name and three other names be provided.
2. The Chinese name should be formatted as follows:
First word - company name; Second word - activity; Third word - location/name of town; Fourth
word - company structure. The use of 'China' 'Sino' and 'International' are not
permitted in the Chinese name unless very special permission is given, although they are
permitted in the non-Chinese name.
3. Registration of Approval Certificate:
After the completion of Name Approval Notification, Approval letter and Approval Certificate are
the next to register. At the time of application, Article of Association, Feasibility Study Report,
Lease Agreement, etc. should be submitted to Shanghai Municipal Commission of Commerce.
The local Approval Authority will review all documentation and give instructions in accordance
with the Company Law and local regulations. If all is up to standard, the authority is able to give
its approval and issue the certificate within 10 to 15 working days upon receiving all the required
4. Business License and Organization Code Certificate:
Within 30 days after obtaining the approval certificate, the foreign investor will need to register
and apply for a business license for the WFOE from the local SAIC. As part of this step, the
foreign investor should submit similar documentation to the authority for approval and filing.
5. Once the business license is issued, the WFOE is deemed to be a legal person duly organized
and existing under PRC laws and will have full operational rights to operate a business in China
within the scope of its Business License.The organization code refer to the statutory code, the only
and constant code identity given to every single organization, according to the compiling rules of
national organization code. Application for Organization Code Certificate is purely a procedural
6 .Registration of Tax Registration Certificate:
Once your Organization Code registration Certificate is approved then you may proceed with
applications to the local tax authority. At the same time, you should also apply for the company
seal and legal representative seal from Shanghai Municipal Police Bureau with the assistance of
the authorized Carving Seal Agent.Together with Approval Certificate, Business License and
other documents, the formal application form affixed with seals should be submitted to the
authority for their examination and approval. Start from the second month after obtaining the Tax
Registration Certificate, the WFOE is required to apply tax filling monthly / quarterly and
7. Other Certificates of WFOE:
-- Statistics Registration Certificate issued by Statistics Bureau;
-- Foreign Exchange Registration Certificate issued by State Administration of Foreign Exchange;
-- Financial Registration Certificate issued by Finance Bureau;
-- Customs Registration Certificate issued by Customs Bureau.
8. Post Incorporation:
Having obtained approval from the tax and foreign exchange authorities, you are legally entitled
to open Foreign Currency Capital Account and RMB Basic Account. Then you may proceed with
capital injection, capital verification and certificates renewal.
9. Information and Documents Required:
-- name and address of WFOE;
-- WFOE's office rental contract;
-- a written application for the establishment of the WFOE;
-- the Feasibility Study Report covering items such as technological process, equipments, raw
material supply, market survey, economic results, infrastructure facilities, expected profitability,
-- the Articles of Association of the proposed WFOE;
-- a list containing the proposed chairman and the members of the WFOE board of directors and
-- the Certificate of Incorporation of the WFOE investor;
-- the Bank Reference Letter of the WFOE investor;
-- other documents as may be required by the Approval Authority
After China's entry to WTO, most industries in China welcome foreign investment, WFOE setting
up in China becomes the first option of foreign investment's entity structures instead of Rep Office
setting up in China At the mean time, for tax purpose, effective licensing system etc more and
more investors use Hong Kong as the holding company to invest China mainland, using this
offshore company to hold their operations in China.
Business set-up in China is a big project by itself, which requires financial and time commitments,
business management knowledge and China expertise. Identifying a competent agent to manage
the complex process will be a cost and time effective way to avoid potential pitfalls
Since 2006, Tommy China Business Consulting has been focusing on consulting services for our
clients to invest in Shanghai China. We are specialized in establishment of wholly foreign owned
enterprises (WFOEs), setting up of offshore companies, trading services, tax minimization Assist
in obtaining government approvals and certificates for running business, negotiate and draft
various legal documents provide legal advice, negotiate government officer for Land acquisition
Advising on formation of WOFE and business structures ,managing and controlling WOFE in
Shanghai China, drafting privacy policies and structuring commercial transactions
TCBC will manage all aspects of incorporation to get you a business license in Shanghai China.
We offer a range of company formation services including helping you to set up:
-Wholly Foreign Owned Enterprises (WFOE )
-Joint Ventures (Equity/Co-operative)
-Foreign Invested Partnership Enterprises (FIPE)
-Hong Kong Holding Company.
Please visit: http://www.tommyconsulting.com/CorporateFormation.html
Email: email@example.com, Skype: tomleeli
WhatSapp/Wechat/Cell Phone: +86 18926401128