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Procedures for Setting-up a Company in China


First step: Prepare and apply for project proposal

On the knowledge of both partners’ business area and financial status, the Chinese side is supposed to produce a project proposal to be submitted to the State or local development and reform department, or the technological renovation department for examination and approval. If approved, the Chinese side shall go to register the joint venture for protecting the company name and trademark.

Second step: Prepare and apply for feasibility study

Once the first step is finished, you and your Chinese partner are supposed to work jointly on a feasibility study which involves markets, capital, planned site, craftsmanship, technology, facilities, environment protection, raw material sales and purchases, economic yielding, proportion of local currency and foreign currency injection, infrastructure…etc. to be submitted to the State or local Development and Reform department, or the Technological Renovation department for examination and approval. Concurrently both you and your Chinese partner can prepare to discuss and sign a contract and other legal documents such as articles of associations.

Third step: Obtain a certificate of approval

After the feasibility study is approved, you can submit the signed contract and the articles of associations to the Ministry of Commerce or local trade and economic bureaus for examination and approval. Once the approval is granted, a certificate of approval for the joint venture is issued.

Forth step: Apply for Business License

Starting from the date of receiving the certificate of approval for the set-up of a joint venture, you and your Chinese partner shall apply to the industrial and commercial department for registration to get a business license. The date of the license is the date of the establishment of the joint venture.

For Wholly-Foreign-Owned Enterprises

If you or your company wishes to set up a branch or a subsidiary or a totally new company in China which is 100% owned by yourself or by your company, you can entrust a qualified agency to fulfill all the procedures of application and approval of a foreign enterprise in China. The procedures are simple: to fill up the application form for setting up a foreign enterprise in China; to submit the articles of association and relevant legal documents to a local trade and economic department. Observed by the rules on Foreign Invested Enterprises, the local authority office is to grant ( or not grant ) an approval. If granted, the local authority is to issue a certificate for the wholly foreign-owned enterprise. The registration and license are proceeded with the certificate. When a business license is received, you have to go through relevant registrations, such as opening up a bank account for both Chinese and foreign currencies, tax registration, customs registration, foreign currency registration, business inspection and recruitment procedures.

List of Documents to be Submitted for Company Registration in China


1 Joint Venture

The following documents should be submitted to the commercial authorities in setting up a Sino-foreign equity or contractual joint venture.

a. Application form for reporting for record for setting up a foreign-funded project;

b. Agreement, contract and articles of association;

c. Notification of approval for name registration;

d. Name list of the board of directors;

e. Business licenses of each party;

f. Evaluation license procedures related to city plan, land usage, environment protection and water resources and flood protection;

g. Project application report;

h. Other documents promulgated by laws and regulations.

Apart from those projects proposal and feasibility study that must be submitted according to law and regulation, the confirmed documents for projects proposal and feasibility study shall be cancelled, and feasibility study will be reported for record by approval authorities.

2. Wholly-Owned Foreign Enterprise (WOFE)

The following documents should be submitted to the commercial authorities in setting up a wholly foreign-funded enterprise.

a. Application form for setting up a foreign-funded project;

b. Articles of association of the wholly foreign-funded enterprises;

c. Notification of approval for name registration;

d. Name list of the legal agent;

e. Certifications on the foreign investor's legal status and financial &credit standing;

f. The written reply from the county level or above government which the foreign-funded enterprise will be located;

g. Project application report;

h. Evaluation license procedures related to city plan, land usage, environment protection and water resources and flood protection;

i. Other documents promulgated by laws and regulations.

3. Research and Development Center

As for setting up foreign invested corporation, research & development center, foreign-funded corporation limited, pioneering invested enterprise and foreign-funded merging and purchasing enterprises within the province, it is required to be reported to the State Ministry of Commerce for approval after examining and approving by the Provincial Dep. of Commerce.



Certification of approval is issued after the examining and approving by the competent authority in setting up the enterprise. The enterprise, upon receiving the certification of approval, is required to register with the administration of industry & commerce, go through the registration procedures with the competent customs, register with the taxation authorities and register with the local administration of foreign exchange control.

As for foreign-funded enterprises approved by the county level government, the competent authorities of the municipal city is authorized to issue the certification of approval to the foreign-funded enterprises including those funded by investors from Taiwan, Hong Kong, Marco and overseas Chinese.

 

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