A wholly foreign-owned enterprise, also known as a wholly foreign-owned enterprise, refers to an enterprise established in China with all its capital invested by foreign investors in accordance with relevant laws and regulations of China.

Basis for establishing a wholly foreign-owned enterprise

Regulations on the Administration of Company Registration, Law of People's Republic of China (PRC) on Enterprises with Foreign Investment and Detailed Rules for the Implementation of the Law of People's Republic of China (PRC) on Enterprises with Foreign Investment, Regulations on the Administration of the Registration of Enterprises as Legal Persons in People's Republic of China (PRC) and its implementing regulations, and other laws and regulations on the establishment of wholly foreign-owned enterprises, and Catalogue for the Guidance of Foreign Investment Industries.

Wholly foreign-owned enterprises (materials to be prepared for examination and approval by the Bureau of Commerce)

1. Letter of Commitment, power of attorney of the agent and copy of ID card.

2. Application form for establishment (signed by investors)

3 feasibility analysis report (including text and economic part, signed and sealed by the investor)

4. If the foreign investor is a company, it shall have the business commencement certificate, valid certification documents of the legal representative (including the list of investors' shareholders, the list of the board of directors, the resolution of the authorized signature representative of the board of directors) and credit certificate.

If the foreign investor is a natural person, it is required to provide a copy of the ID card and a credit certificate.

According to the requirements of "Implementation Opinions on Several Issues Concerning the Application of Laws in the Administration of Approval and Registration of Foreign-invested Companies", the subject qualification certificate or identity certificate of foreign investors must be notarized by the notary office of the host country and certified by the Chinese embassy or consulate in that country. Hong Kong, Macao and Taiwan only need to provide notarized documents from the local notary office.

5. A copy of the lease agreement and title certificate of the house and site. If the business scope involves the license of other relevant government departments, relevant license documents (such as health and environmental protection, etc.) shall be submitted together. ).

6 copy of the notice of approval of the name of the foreign-invested enterprise (handled by the Municipal Administration for Industry and Commerce)

7. A copy of the list of members of the board of directors (including name, position, appointing party, term of office, nationality, ID number and autograph), the letter of appointment of directors (signed and appointed by investors respectively) and copies of all directors' ID cards;

If there is no board of directors, the letter of appointment of the general manager or executive director (indicating that the general manager or executive director is the legal representative of the company) and a copy of his identity certificate shall be provided.

8. Official Chinese text of the Articles of Association (signed by all investors)

9 other documents required by the examination and approval authority

The above documents are in duplicate and submitted to the District Bureau of Commerce for approval (approval authority: unrestricted industries with a total investment of less than 30 million US dollars (excluding 30 million US dollars))

After receiving the reply, go through the formalities of enterprise organization code at the Municipal Bureau of Technical Supervision (name approval notice and original reply are required), and go through the formalities of approval certificate at the District Bureau of Commerce with the notice of enterprise organization code and original reply.

After receiving the approval certificate, go through the business license formalities at the Municipal Administration for Industry and Commerce.

Wholly foreign-owned enterprises (materials required for registration in industrial and commercial registration)

Documents and certificates required for the registration of a foreign-capital enterprise:

1. Application form for the establishment registration of a wholly foreign-owned enterprise (including the application form for the establishment registration of the enterprise, the directory of Chinese investors, the directory of foreign investors, the registration form of the legal representative of the enterprise, the certificates of directors, managers and supervisors, and the certificate of enterprise domicile);

2. Articles of association;

3. The approval from the examination and approval authority and the copy of the Approval Certificate for Wholly Foreign-Owned Enterprises1;

4. Legal qualification certificates of all investors (foreign investors should submit the subject qualification certificate or identity certificate notarized by the notary office of the host country and certified by the Chinese embassy (consulate) in that country; The main qualification certificate or identity certificate of investors from Hong Kong, Macao and Taiwan shall be notarized by the local notary office according to law (China Legal Service (Hong Kong) Co., Ltd. in Hong Kong shall affix the special seal for forwarding, and the Taiwanese certificate issued by the mainland public security department can also be used as the identity certificate of natural person investors in Taiwan Province Province without notarization); If the foreign investor's host country has not established diplomatic relations with China or has terminated diplomatic relations with China, his/her subject qualification certificate or identity certificate shall be notarized by the notary office of the host country and submitted to the embassy (consulate) of a third country that has diplomatic relations with China for authentication, and the aforementioned notarized authentication documents shall also be authenticated by the Chinese embassy (consulate) in the third country. );

5. Notice of pre-approval of enterprise name and list of investors whose names are pre-approved;

6. Letter of appointment (power of attorney);

7 enterprise secretary (contact) registration form;

8. The power of attorney for the service of legal documents and the copy of the subject qualification certificate or identity certificate of the licensee;

9. If the business scope involves pre-licensed projects, the approval documents of relevant examination and approval departments shall be submitted.

Flowchart established abroad, /news/news_view.asp? newsid=4283

Personal advice is to consult a service company, but it is still very hard to do it yourself. Last time we changed our sole proprietorship into a joint venture, it took three months to get the red-headed document for approval, which was very depressing.