Viewpoints from Kaizen
FIE Post-establishment Procedures – Foreign Exchange Administration
1. Foreign Exchange Registrations and Foreign Exchange Account Within 30 days of obtaining the Enterprise Legal Person Business License of the People’s Republic of China, the enterprise shall present the State Administration of Exchange Control or its branches (hereinafter referred to as AECs) with the following documentation (duplicate or photocopy) to go through foreign exchange registration formalities and to obtain the Foreign-Invested Enterprises Foreign Exchange Registration Certificate” (hereinafter referred to as the “Registration Certificate”):the approval documentation by examining and approving authorities, feasibility study report, business license issued by State Industrial and Commercial Administrative Department and other materials needed by the AECs. When having gone through foreign exchange registration formalities, the enterprise can go to the designated foreign exchange bank in the place where the enterprise is registered to open the foreign exchange capital account, the foreign exchange balance account and other special-purposed foreign exchange accounts upon presentation of the “Registration […]
FIE Post-establishment Procedures – Financial Administration
Upon issuing of the business license, a foreign-invested enterprise shall go to the local finance authorities for financial registration against relevant documents. The provincial authority is the Department of Finance of Guangdong Province. There are finance bureaus in the cities as well as counties. 1. Registration upon Commencement of Business The foreign-invested enterprises shall apply to the financial authorities for financial registration within 30 days after the industrial and commercial registration and present the following documents: A. A photocopy of the approval of establishment; B. The enterprise’s contract or agreement, articles of association, (duplicate) and their respective approval documents; C. A photocopy/duplicate of the business license; D. The feasibility study and its approval document; E. Other relevant documents (e.g. leasing contract for land, factory premises or equipment, certificate of investment in the forms of land of patent right, other certificates for transfer of state assets or capital, and regulations of […]
FIE Post-establishment Procedures – Entry/Exit Formalities
Overseas residents who come to Guangdong for field studies, business talks, factory management, employment, technical consultations or other economic activities in connection with a foreign invested enterprise, processing or assembling for export purpose, or compensation trade, shall abide by entry and exit procedures. 1. Entry formalities for nationals of countries with which China has diplomatic relations Businessmen from countries with which China has diplomatic relations may apply for approval of entry and exit through the Department of Foreign Trade and Economic Cooperation of Guangdong Province, while specific formalities shall be handled by the receiving establishment. The approved invitation shall be issued to the entrant through the receiving establishment. The entrant shall go to a Chinese embassy or consulate, or the visa office of China’s Ministry of Foreign Affairs in Hong Kong and Macao for visa against the invitation. 2. Entry formalities for nationals of countries with which China has no […]
FIE Post-establishment Procedures – Entry & Exit Quarantine Inspection Administration
1. Import and Export Commodities Inspection All the import and export commodities under “the Catalogue of Import and Export Commodities to be Implemented Statutory Inspection and Quarantine by the Entry and Exit Inspection and Quarantine Authorities” (hereunder called The Commodities Catalogue), as well as those stipulated by other laws and provisions, must be presented to the entry and exit inspection and quarantine authorities or their entrusted inspection organizations for statutory inspection. If the imported goods subject to statutory inspection have not been inspected, they are not allowed to be sold or used; if the export goods have not passed the inspection, they are not allowed to be exported. The contents of the statutory inspection of import and export goods include quality, specification, quantity, weight, packaging, safety and sanitation, etc. 2. The Safety and Quality Permits for Imported Commodities For the import of the Commodities that are highly concerned with safety, […]
FIE Post-establishment Procedures – Bank Operations
Upon receipt of a business license and approval by the local AEC, the foreign-invested enterprises shall open a foreign exchange account and carry out other banking formalities with a bank entitled to foreign exchange operations against relevant documents. 1. Opening of Foreign Exchange Account and outward Remittance by a foreign -invested enterprise I. A foreign exchange account shall be opened against the following documents: the approval documents and certificates for establishment of the foreign-invested enterprises; the Note of Opening Accounts and the Foreign Exchange Registration Certificate for foreign-invested enterprises issued by AEC; an application for opening such an account by the foreign-invested enterprises; business license, legal person ID code certificate, contract and articles of association. II. Outward remittance of payments for imported goods, materials and equipment shall be made against the following documents: Import contract, import exchange payment writing-off certificate, invoice, and original customs declaration form and original bill of […]
Exercise of the Right of First Refusal by Shareholders of a Limited Liability Company Incorporated in the PRC
The shareholder’s right of first refusal is established based on the attribute of combination of people of the limited liability companies, and the purpose is to maintain the trust relationship between the shareholders. The direct legal basis is Article 71 and Article 72 of the Company Law of the People’s Republic of China. That is, unless otherwise provided in the Articles of Association of the company, where a shareholder transfers its equity interests to a person other than the shareholder, it shall notify the other shareholders in writing of the transfer of equity interests and seek their consent. Under the same conditions, other shareholders have the right of first refusal. When a people’s court transfers the equity interests of a shareholder pursuant to the enforcement procedures stipulated in law, it shall notify the company and all shareholders, and other shareholders shall have the right of first refusal under the same […]
VIRGIN ISLANDS SPECIAL TRUSTS ACT, 2003
ARRANGEMENT OF SECTIONS No. 10 of 2003 Virgin Islands Special Trusts Act, 2003 Virgin Islands I Assent THOMAS MACAN, Governor. 17th October 2003 VIRGIN ISLANDS No. 10 of 2003 An Act to make special provision for trusts of shares in companies and for related matters, including provision for the retention by trustees of shares in a company irrespective of the financial advantages of disposal, for prohibiting trustees from intervening in the management of the company except in certain circumstances, and for the appointment and removal of directors of the company in accordance with the terms of the trust instrument. [Gazetted 6th November 2003] ENACTED by the Legislature of the Virgin Islands as follows: 1. This Act may be cited as the Virgin Islands Special Trusts Act, 2003 and shall come into force on such date as the Governor may, by Proclamation published in the Gazette, appoint. 2. (1) In this […]
The BVI Business Companies Act 2004 (“the Act”)
Introduction The New Act came into force on January 1, 2005. Unlike the International Business Companies Act (IBC Act), this new act allows for the incorporation of international offshore companies as well as locally owned companies doing business in the British Virgin Islands (BVI). There is a two-year transition period during which both the IBC Act and the new Act will be in force. After the two-year period, the new Act will be the sole corporate statute for the BVI and will regulate all BVI companies. Range of Corporate Vehicles The new Act provides for flexibility and choice in the range of corporate vehicles. Seven different types of companies can be incorporated, namely; companies limited by shares, companies limited by guarantee not authorized to issue shares, companies limited by guarantee authorized to issue shares, unlimited companies authorized to issue shares, unlimited companies not authorized to issue shares, restricted purposed companies, […]
Stamp Duty on Shares of a UK Company
When you buy shares valued above ?,000 using a stock transfer form, you usually have to get the form stamped by HM Revenue & Customs (HMRC) and pay Stamp Duty. The process to follow is explained below. For shares bought electronically, or without a stock transfer form, please read the guide ‘Stamp Duty Reserve Tax’ 1. Share transfers valued at ?,000 or less If you buy stocks and shares for ?,000 or less you don’t normally have to pay any Stamp Duty. You also don’t have to tell HMRC about the transaction. All you need to do is: • make sure the exemption certificate on the back of the stock transfer form has been completed • send the stock transfer form and the share certificate to the registrar of the company you’ve bought shares in The address of the registrar is on the share certificate. The registrar will then issue […]
Shareholding Structure of an Offshore Company
Offshore companies, like onshore corporations, use shares to reflect their ownership. Shares are in essence units of internal accounting, which represent a participation of an owner in the company. Taking (or buying) a share in a company means simply that a person has agreed to invest some of his personal money, or assets, or intellectual rights or property into the company. When he does so, he acquires the right to participate in the profits of the company, in proportion to his share. In addition to the right to receive dividend, the shareholder would also usually have the right to participate in the decision-making process of the company – although this may not be the case with non-voting shares. There are a few different types of capital. Authorized share capital This is the total amount of money that the company has been allowed (by its Memorandum of Association) to cash in […]