Setting up a Technology Type Wholly Foreign Owned Enterprise (WFOE) in Beijing, China

A technology type Wholly Foreign Owned Enterprise (WFOE) refers to limited liability company registered in China by foreign individuals or corporations and that the company is to be engaged in the business of the research and development of information technology, electronics, biological engineering, new materials, new energy and other high and new technology.

1. Procedures for Establishing a WFOE in Beijing China

1.1 Preliminary

(a) Lease of Office Space
Firstly, the investor will have to enter into a tenancy agreement in relation to the office space to be used by the WFOE for a term of not less than 12 months. The office must be located in a commercial building.

(b) Legalization of Identity Documents of Shareholder/Member
The investor is also required to arrange to have the identity documents of the shareholder legalized by the Chinese Embassy or Consulate in the country where the shareholder is registered/resided.

(c) Other Documentation
The investor at the same time needs to prepare other documents, such as photocopies of the passport / identity card / mainland travel permit of the director, supervisor, legal representative and (general) manager.

1.2 Registration

(a) Name Search and Reservation
The registration process of a WFOE starts with name availability search and reservation with the Beijing Administration for Market Regulation. Name reservation is also called “Name Pre-registration” in China.

(b) Registration for Business License
Upon receipt of the approval for reservation of the preferred name of the WFOE, the applicant could then apply for Business License for the WFOE from the BAMR. The BAMR will usually issue the Business License within 5 working days after receiving all the required documentation. Once the business license is issued, the WFOE is deemed to be a legal person duly organized and existing under PRC law and will have full operational rights to operate its business in China within the scope of its Business License.

(c) Carving of Company Seal and Chops
Application for Approval for making of Office Stamp (Office Seal) from the Public Security Bureau and arrange the carving the company seal and chops.

(d) Registration Record Filing with MOFCOM
Upon receipt of business license, the applicant could then arrange the registration record filing with MOFCOM. MOFCOM local branch will usually issue a registration record receipt within 3 working days after receiving all required documentation.

(e) Foreign Direct Investment Registration
Application for registration with the Administration Bureau for Foreign Exchange.

(f) Opening Bank Accounts
Opening one capital account and one RMB basic account with a bank of your choice in Beijing, China on behalf of you.

2. Estimated Time Frame

It is estimated that the whole registration process would take around 8 to 12 weeks, subject to the schedule of the investor and the approval by the various registration authorities in Beijing. The table below shows the estimated time frame for each of the steps for the registration.

Step Description Working Days
1 Name availability search 1
2 Application for approval and reservation of the proposed company name 3-5
3 Application for business license 5-7
4 Application for approval and carving of company seals 3
5 MOFCOM Registration and Record 3
6 Opening of RMB basic account 10-15
7 Performing foreign direct investment registration 7-10
8 Opening of capital account 7-10
Total 8-12 weeks

3. Required Documents and Materials

The following materials are required for the purpose of application for registration of a WFOE in Beijing, China:

(1) Name of the company to be registered

The name of company to be registered in Beijing must follow the format “Business Name + (Beijing) + Principal Business Activity + Limited”. For example, “Kaizen (Beijing) Technology Limited” or “Beijing Kaizen Technology Limited” or “Kaizen Technology (Beijing) Limited”.

(2) Particulars of the Shareholder/Member

If the shareholder of the Beijing WFOE is another company, the particulars of that company, including the principal business activities, business address and contact numbers and name and nationality of its managing director need to be provided.

(3) Legalised Identification Documents of the Shareholder

One set of legalised identity documents of the foreign shareholder/members of the proposed WFOE. If the shareholder is a corporation, the identity documents required to be legalised are its incorporation documents. In the case the shareholder is an individual, the identity document required to be legalised is his/her passport (for foreigner) or mainland travel permit (for Hong Kong and Macau resident). The investor’s identity or incorporation document shall be legalised by the Chinese Embassy or Consulate in the country where the investor is resided or registered.

(4) Organisational Chart and Beneficiary Owner

If the shareholder of the Beijing WFOE is another company, an organisation chart and particulars of the ultimate beneficiary owner of the Beijing WFOE are to be provided.

(5) Legal Representative

A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national) and full residential address of the legal representative.

(6) Supervisor and General Manager

A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national) a full residential address of the supervisor and the general manager.

(7) Director(s)

A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national) and full residential address in respect of each director.

(8) Amount of Investment/Registered Capital of the Beijing Company

The total amount of investment of the WFOE, including:
(a) the amount of registered capital.;
(b) method and time limit of contribution of capital.

(9) Tenancy agreement

A tenancy/lease agreement of the office premise to be used by the proposed WFOE.

(10) Scope of Business

A summary of the scope of business and the scale of business of the proposed WFOE, including the business model, locations of suppliers and customers etc.

(11) Particulars of Preferred Bank

The name of preferred bank and the designated branch at which the bank accounts of the Beijing WFOE are to be established.