wholly foreign-owned
A wholly foreign-owned enterprise, referred to as a foreign-funded enterprise for short, refers to an enterprise established in China in accordance with the laws of China with all its capital invested by foreign investors.
The foreign investors of a foreign-capital enterprise may be foreign enterprises, other economic organizations and individuals. Foreign-funded enterprises are established in China according to the laws of China, so they are different from the branches of foreign enterprises and other economic organizations in China. Foreign-funded enterprises are independent economic entities, operating independently, accounting independently and bearing legal responsibilities independently. As far as organizational forms are concerned, foreign-funded enterprises can be legal persons or non-legal persons. A foreign-funded enterprise with legal personality has obtained legal personality according to law, and its organizational form is generally a limited liability company. The liability of foreign investors to the enterprise is limited to the amount of their subscribed capital contribution. A foreign-invested enterprise that does not form a legal person organization may take the form of partnership or individual proprietorship. Partnership here refers to an enterprise established within the territory of China with the contribution of two or more foreign legal persons or natural persons, and its legal basis is analogously applicable to the provisions of the General Principles of the Civil Law on individual partnership and enterprise joint venture. A sole proprietorship enterprise refers to an enterprise established by a foreign investor in China according to law, and the foreign investor shall bear unlimited liability for the debts of the enterprise.
Registration process of foreign-funded companies
1. Notice of pre-approval of enterprise name;
2. Power of attorney;
3. Application for registration of establishment of foreign-invested enterprises (two originals);
4. Project application report (with an outline for future reference and a power of attorney signed by the legal representative or agent);
5. Articles of Association of the enterprise (signed by the legal representative of the mode of capital contribution or the agent holding the power of attorney);
6. List of board members;
7. Letters of appointment of the legal representative and members of the board of directors (with copies of valid passports or identity documents of the legal representative and members of the board of directors);
8. Letter of appointment of the legal representative (if there is no board of directors, please attach a copy of the legal representative's valid passport or identity certificate);
9. A copy of the investor's legal business opening certificate, with a letter of proof from the legal representative (original) and a copy of the identity certificate; If the foreign investor is a natural person, it is required to provide a copy of the identity certificate, and the merchants in Taiwan Province Province are required to provide a copy of the Taiwanese certificate;
10. Credit certificate issued by the investor's bank;
1 1. The environmental protection department requires the applicant to apply to the Environmental Protection Bureau for approval in advance with the investment plan, site or land use certificate, power of attorney and application, but this approval cannot replace the environmental impact assessment report that the new company must complete after obtaining the business license (the new company asks a special assessment company to tailor it according to the project);
12. enterprise site implementation certificate or factory building lease contract (a copy of the lessor's property right certificate, business license and legal representative's identity certificate is required);
13. Other documents and certificates related to special trade licenses.
It is very different from foreign registered companies. There are many materials for registering a foreign-funded company in Chinese mainland, and the registration conditions are also harsh.
There are many conditions for the registration of a foreign-funded company, including shareholders, supervisors, directors, company name, business scope, registered capital, registered address, articles of association, legal representative, etc.
According to many years' experience in handling company registration for customers, the registration conditions for foreign-funded companies in the industrial and commercial registration service center are as follows:
1, shareholder of foreign-funded company
Shareholders of a wholly foreign-owned company may be foreign-funded enterprises or foreign residents.
Shareholders of Sino-foreign joint ventures have special requirements for Chinese shareholders, that is, Chinese shareholders must be China companies rather than China residents.
When a foreign-invested company is registered, the foreign-invested enterprise shall submit a notarized legal business opening certificate, and the foreign-invested individual shall submit a notarized passport.
2. Supervisors of foreign-funded companies
If there is a board of supervisors, at least three supervisors are required. If there is no board of supervisors, there may be one supervisor.
The supervisor may be a foreign-funded individual or a resident of Chinese mainland. When registering a foreign-invested company, the identity certificate of the supervisor shall be submitted.
3. Directors of foreign-funded companies
After the establishment of a foreign-funded company, it may or may not have a board of directors. If there is no board of directors, an executive director is needed. The directors or executive directors of a foreign-funded company may employ mainland residents or appoint foreign-funded individuals.
When registering a foreign-funded company, the directors are required to issue identification materials.
4. Registered capital of a foreign-funded company
The registered capital of a foreign-funded company registered in Chinese mainland needs to be paid in. The registered capital of a foreign-funded company can be based on the minimum registered capital requirements stipulated in the new People's Republic of China (PRC) Company Law and various industry regulations of foreign-funded companies.
5. Company name
When registering a foreign company, you must first approve the company name and submit multiple company names for name search. The rule of name search for registered companies is that in the same industry, company names cannot have the same name or the same pronunciation. If there are multiple font sizes, you need to open them for name search.
6. Scope of business
When registering a foreign company, the business scope must be clear, and the future business scope cannot exceed the company's business scope. Business scope 100 words, including punctuation.
China implements the examination and approval system for the registration of foreign-funded companies. Some industries, such as minerals and retail, are restricted by foreign investment and need to be approved by the Ministry of Commerce of China.
7. Registered address of the company
The registered address of the company must be the business office address, and the lease agreement, a copy of the real estate license and the lease invoice must be provided.
8. Articles of Association
When a company is established, it must submit its articles of association to the administrative department for industry and commerce. The company's articles of association define the company's name, business scope, proportion of shareholders and capital contribution, registered capital, rights and obligations of shareholders, directors and supervisors, etc.
9. Feasibility study report
When examining and approving a foreign-invested company, a feasibility study report shall be submitted.
10, financial personnel
When the company conducts tax registration, it needs to submit the information of financial personnel, including a copy of identity certificate, a copy of accounting employment certificate and photos.
1 1, legal representative
A foreign-funded company shall have a legal representative, who may be one of the shareholders or hired. The legal representative of a foreign-funded company or a Sino-foreign joint venture company may be a China native or a foreign investor.
When registering a foreign-funded company, the identity certificate and photos of the legal representative shall be submitted.
In addition, when foreign-funded companies are involved in the examination and approval of special industries, the conditions for examination and approval of licenses in different industries are also different.
What are the registration types of foreign-funded enterprises?
Registered trade or trading enterprise
Many overseas enterprises try to sell domestic or foreign-made products in the active China market. Although foreign businessmen were forbidden to engage in pure sales or trade activities in China for a period of time after China joined the WTO, some shrewd foreign investors have established sales and trade enterprises in various regions of China in an effective and legal way and seized market opportunities.
Registered logistics warehousing enterprise
With the rapid development of China's economy, the earliest logistics warehousing service system in China can no longer meet the requirements of modern enterprises for logistics warehousing. China's demand for efficient and advanced modern logistics warehousing services is increasingly strong, and the contradiction between supply and demand shows that the market is huge and the space is vast.
However, China still has great restrictions and uncertainties on foreign companies' investment in this business. Therefore, foreign investors must formulate a market entry strategy that takes into account both long-term growth and short-term profits.
Registered production and processing enterprises
This industry has always been an industry encouraged by the China government for foreign investment. From the perspective of policies and regulations, the market access threshold is quite low. However, due to the vast territory of China, the regional differences in humanities and market development lead to huge operating costs, and site selection has become a key decision-making factor for such enterprises to invest. It is a huge and arduous project for foreign investors to make site selection decisions in China. Therefore, we should consider hiring a professional investment consulting company to analyze and plan the best scheme.
Registered real estate enterprise
Nowadays, China's real estate services are changing with each passing day, especially in large and medium-sized cities such as Shanghai and Beijing. Foreign companies can provide real estate intermediary services in China on a case-by-case basis, but a successful business license requires complicated approval procedures.
Registered financial and investment service enterprises
After joining the WTO, China will gradually open its banking and financial services market to foreign companies, including asset management, fund business, securities market, venture capital, wealth management, banking and insurance services. In this field, new laws and policies emerge one after another, which can be said that opportunities and risks coexist. Effective market entry strategy has become the key to the success of investment decision.
Registered technology development and technical service enterprises
In the field of high-tech products, the development and demand of China is higher than that of other countries and regions in the world, and the growth trend of application software and its technical services is even more rapid. Domestic development zones and special zones have successively issued relevant policies to encourage foreign investment in high-tech industries. There are many kinds of high-tech industries with complex contents, and the state has also formulated relevant management policies for foreign investment in this industry. High-tech enterprises must successfully understand and apply complex policies and regulations, making them an important guarantee for enterprises to gain a competitive advantage in China.
Registered consulting service network enterprise
The consulting industry has a wide range and rapid innovation. Although China has complicated regulations for foreign businessmen to enter the consulting industry, many foreign businessmen have established consulting institutions through effective and legal channels. These consulting fields include market research, investment consulting, financial accounting consulting, technical consulting, engineering consulting, real estate consulting, environmental protection consulting and so on.
Registered after-sales service center
In order to better support the sales of products in China market, high-quality and efficient after-sales service has become an important competitive advantage, especially for those companies with long product lines or providing complex equipment. Except in some special areas, it is difficult for wholly foreign-owned enterprises to set up independent after-sales service centers and parts centers in China. In addition, there are many technical difficulties in setting up a service center in China, especially the inventory management of imported spare parts.
Registered holding company, regional headquarters and Beijing office
For those companies that have invested in several factories and enterprises in China, setting up holding companies or regional headquarters can provide a new platform for marketing, operation and financial management, so as to optimize the utilization of enterprise resources. In addition, the holding company can obtain special management rights that ordinary foreign-funded enterprises can't have, such as agency sales rights. Therefore, it has special competitive advantages.
Register other franchised enterprises
Foreign investors can enter other commercial fields in China after obtaining special approval, such as commercial retail, aviation, shipping, freight forwarding, construction, venture capital, securities market and financial engineering, but the situation of each case is very different.
Protection of rights and interests of foreign-funded enterprises
1. The right to operate a foreign-funded enterprise is protected by law.
The investment, income and other lawful rights and interests of foreign investors in China are protected by the laws of China. The state guarantees the operational autonomy of foreign-funded enterprises.
Foreign-funded enterprises have guaranteed land use, go through land use procedures and obtain land use certificates. In addition, it enjoys the same autonomy as the joint venture company in material procurement, product sales, profit distribution and employee employment.
On Non-nationalization and Expropriation of Foreign-funded Enterprises
2. Foreign-funded enterprises shall not be nationalized or expropriated.
The state does not nationalize or expropriate foreign-funded enterprises; Under special circumstances, according to the needs of social public interests, foreign-capital enterprises can be levied in accordance with legal procedures and given corresponding compensation. The special situation here generally refers to war or war situation. Under no circumstances will the state nationalize foreign-funded enterprises. There are conditions for the state to levy foreign-funded enterprises. Only under special circumstances can foreign-capital enterprises be levied according to the needs of public interests, but the expropriation must be carried out in accordance with legal procedures and corresponding compensation should be given. The implementation of international practices in China's relevant laws and regulations will not only safeguard national sovereignty, but also benefit China's economic development, safeguard the legitimate rights and interests of foreign investors, reduce investment risks and create a good and safe investment environment in China.
3. It is forbidden to apportion to foreign-funded enterprises.
Except as provided by laws and regulations, no state organ, people's organization, army, enterprise, institution or other social organization may ask foreign-invested enterprises and other enterprises to provide financial, material and human resources in any way. Foreign-capital enterprises have the right to refuse the apportionment of any unit, and have the right to accuse, report and expose the apportionment to audit institutions or other relevant departments.
The above is what I provided for you. I hope I can help you.
?