China WFOE Registration Guide (15) – Materials Required for the Registration of a China Wholly Foreign Owned Enterprise (WFOE)

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1. WFOE Registration Application Documents

The following is a list of documents and information which needed to be prepared for the purpose of application for registration of a WFOE in China:

(1) the name, registered office or residential address of shareholder (member) of the China WFOE;

(2) the name and nationality of the legal representative or managing director or president of the shareholder (member);

(3) the identity documents of shareholder (member) of the China WFOE; the identity documents need to be legalised by the Chinese Embassy or Consulate General in the country where the corporate shareholder is registered or where the individual shareholder resides. The identity documents of a corporate shareholder include the Articles of Incorporation and bylaws or documents with a similar nature; for individual shareholder, it refers to the passport of the shareholder.

(4) Two copies of Tenancy Agreement with a term of no less than 12 months of the office to be used by the FICE. The usage of the premise shall be for commercial use. The Tenancy Agreement shall be signed by the investor or proposed legal representative of the FICE and must be registered with the House Management Bureau. Photocopy of the property ownership certificate of the premise and the identity certificate of the owner (i.e. certificate of enterprise code for corporate owner or identity card of individual owner) shall be provided as well;

(5) the name and address of the WFOE. Please provide the proposed name and 2 alternatives (see step 1 above);

(6) a summary of the proposed scope of the business, the types of products and the scale of production;

(7) the total amount of investment in the WFOE, including:

(i) the registered capital. The amount of registered capital will depend on the location of the WFOE. Generally, a minimum amount of RMB100,000 to RMB1,000,000 is required is required for most types of businesses;
(ii) sources of funds; and
(iii) method and time limit of contribution of capital;

(8) the form of organization, management structure (including directors) and legal representative of the WFOE;

(9) the main equipment to be used and the age of such equipment;

(10) the level and source of the production technology and production processes to be used;

(11) the targeted buyers and areas of sale of the products, including sales channels and methods of sale;

(12) the arrangements which will be put in place for the receipt and expenditure of foreign exchange. As set out in our email to you of 19 September 2003, this may comprise of related company transactions to transfer money out of the country and it may also include payment of dividends. We recommend that you also seek PRC tax advice from an accountant in respect of such arrangements;

(13) the establishment and staffing of the structure;

(14) the details of land to be used (ballpark details of lease or space reservation agreement including the total area);

(15) please confirm our understanding that minimal energy or raw materials will be needed for the operation of the business and that there will be no construction (of premises or other facilities);

(16) a time line for implementation of the project;

(17) the proposed term of operation for the WFOE. The standard term is generally 20 to 30 years;

(18) Application Letter, Application Forms, Articles of Association, Feasibility Study Report, Minutes etc.

2. Application Documents Signing Guideline

It is important to note that whenever an application document needs to be signed by the shareholder or authorised representative of the shareholder, it needs to be signed with a black ink fountain pen. Documents signed with a ball pen or any color other than black color will not be accepted by the business registration authorities.

Also, the registration application documents should always be printed in A4 size paper. The business registration authority may not accept documents printed in Letter Size.

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