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Basic services

Basic services

①Company set-up

Foreign enterprise to set up a company in China, generally involves approval of approval authority (foreign economy and trade department), registration at related department. In the meanwhile, it involves the licensing of local and state related authorities, depending on the scope of business and the scale of investment.

 General procedures 
  • 1. Determine set-up site (sign the rental contract, obtain the land use certificate) / relative departments: Leasing Department, Bureau of Land and Resources;
  • 2. Determine company name (name pre-approval) / relative department: Administration of Industry and Commerce
  • 3. 3. The pre-approval project / relative departments: Department of Environmental Protection, Department of Development and Reform, Department of Foreign Economy and Trade;
    • For project involving possible environmental impacts, should apply to the environmental protection department for environmental impact assessment submissions;
    • For project involving pre-licensing of the industry in-charge department, should apply to the relevant department for pre-licensing;
  • 4. Company set-up approval / relative department: Department of Foreign Economy and Trade
  • 5. Company registration / relative department: Administration of Industry and Commerce
  • 6. 6. Open capital funds account and transfer into registered capital / relative department: Bank
  • 7. Other registration departments: police, State and Local Tax Bureau, Department of Quality Supervision, State Administration of Foreign Exchange, Bank, Finance Bureau, Customs, etc.
 Precautions 

The proportion of registered capital to total investment of foreign–invested enterprises

Total investment Minimum proportion of registered capital to total investment
Less than USD 3 million (inclusive) 7/10
From USD 3 million to USD 10 million (including USD 10 million) 1/2 (the registered capital shall be no less than USD 2.1 million when the total investment is less than USD 4.2 million)
From USD 10 million to USD 30 million (including USD 30 million) 2/5 (the registered capital shall be no less than USD 5 million when the total investment is less than USD 12.5 million)
More than USD 30 million 1/3 (he registered capital shall be no less than USD 12 million when the total investment is less than USD 36 million)

Foreign investors’ company registration documents shall be translated into Chinese, and be notarized by local authorities;

The feasibility study report and articles of association is required;

 	Our services 
  • Analyze relative tax and policy preference about site selection in Guangdong province. Such as Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone of Shenzhen, Hengqin New Area of Zhuhai, Nansha Economic and Technological Development Zone in Guangzhou.
  • Proxy to apply for company set-up
  • Tax consulting service during set-up procedure
Company change

②Company change

Foreign-invested enterprises involving change of name, site, legal representative, registered capital, business term, shareholding, shareholder’s name, method of contributing investment, business scope, director, supervisor, general manager and article of association, should correspondingly go to relative departments to apply for the change procedures or obtain the approval.

Below are the change procedures of registered capital reduction. Although related document specifies the legal basis of registered capital reduction for foreign-invested enterprises, as far as we know, currently in local practice, the attitude to the approval of registered capital reduction application is still strict.

General procedures
  • 1. Board resolution
  • 2. Filing of income tax withholding for foreign investors (dividends)
  • 3. Apply to the approval department (Department of Foreign Economy and Trade)
    • Preliminary application
    • Publish the announcement on newspapers and inform the creditors
    • Secondary application
  • 4. Apply to the department of industry and commerce for business license change
  • 5. Apply for change procedures correspondingly when company registration information involves tax bureaus or other departments.
Precautions
  • Requirements of SAFE when foreign investors transfer out the capital funds after registered capital reduction;
  • Requirements of tax bureaus about tax payment (to distinguish the property of recovered assets)
Our services

• Proxy to the application procedures of following change matters

  • Name change
  • Site change
  • Legal representative change
  • Registered capital change
  • Business term change
  • Shareholding change
  • Shareholders’ name change
  • Methods of contributing investment change
  • Business scope change
  • Director, supervisor and general manager change
  • Article of association change

• Tax consulting services during the process of above change matters

Liquidation and Cancellation

③Liquidation and Cancellation

Foreign-invested enterprises in China usually choose to be closed for various reasons, such as continued loss, joint party disagreements and being merged.

General procedures
  • 1. Board resolution on Liquidation
  • 2. Permission from original approval authority (Department of Foreign Economy and Trade)
  • 3. Establish a liquidation team
  • 4. Filing of liquidation team members at Department of Industry and Commerce and inform creditors
  • 5. Announcement on newspapers
  • 6. Cancellation at Tax Bureaus
  • 7. Cancellation at Customs, Department of Finance, Department of Quality Supervision, SAFE and other departments
  • 8. Cancellation of Business License at Department of industry and Commerce
Precautions
  • • Staff placement: time notification; pre-liquidation preparatory work; dismissal (economic compensations); labor disputes, etc.
  • • Assets disposal: fixed assets, intangible assets; bonded equipment, non-bonded equipment.
  • • Bonded material disposal
  • • Debt disposal
  • • Unexpired business contracts disposal
  • • Tax and customs cancellation related risk: no-pay tax; compliance; tax and customs investigation.
  • • FX: foreign receivables and payables
Our services
  • Pre-liquidation planning (analysis of other options)
  • Risk assessment of tax, customs and foreign exchange
  • Overdue tax declaration
  • Liquidation application
  • Consulting service during the process of liquidation
Agency service of bookkeeping, tax declaration and payroll

④Agency service of bookkeeping, tax declaration and payroll

Bookkeeping; declaration of corporate income tax, individual income tax, value-added tax, housing property tax, land use tax and other taxes; payroll for expatriates salaries; and other agency services. In addition, according to the needs of enterprises, we can also send staff to enterprises to provide such services.

Review service of bookkeeping, tax declaration and payroll

⑤Review service of bookkeeping, tax declaration and payroll

Make review of bookkeeping; tax return information of corporate income tax, value-added tax, housing property tax, land use tax and other taxes to be declared; calculation information of individual income tax related expatriates, and provide suggestions on revision.

Verification services

⑥Verification services

Audit report, corporate income tax final settlement report, asset appraisal report, land value-added tax liquidation report and other verification intermediary services.

Foreigner employment registration

⑦Foreigner employment registration

Visa and Employment Permit agency services related to expatriates in China.

Business inspection

⑧Business inspection

Industry and Commerce Annual Inspection agency service.