Q： In what forms is Foreign Investment Enterprise incorporated?
A： In the form of Wholly Foreign-owned Enterprise , Sino-Foreign Equity Joint Venture, or Sino-Foreign Co-operative Joint Venture.
Q： What is notable in registering the company name of Foreign Investment Enterprise ?
A： The following points should be noted in registering the company name of Foreign Investment Enterprise:
Company name shall not be identical to the name of other registered company in the same industry or unstated industry, except for those with investment relations.
It shall not be identical to the original name of the enterprise renamed less than one year ago.
It shall not be identical to the name of the enterprise deregistered or whose business license was revoked less than three years ago.
It shall be subject to the approval of relevant authority for the use of words, such as "Country", "China", "Guangdong", "International" and others.
It shall not include Chinese phonetic alphabet or pinyin (i.e. Bopomofo) or Hindu-Arabic numerals.
Q： What are the requirements for the time limit of capital subscription of Foreign Investment Enterprise?
A： According to the following two ways:
The capital to be subscribed in lump sum as contemplated in the Articles of Association shall be paid up within six months from the date of issue of Business License.
The capital to be subscribed by installment as contemplated in the Articles of Association shall be paid up within three months from the date of issue of Business License, with the first installment not to be less than 20% of the amount of capital subscription.
Q： In what forms is Foreign Investment Enterprise subscribing capital?
A： In the form of cash, or property, plant, machinery equipment or other materials, industrial property right, know-how, right to the use of a site and others.
Q： Does the import/export right of Foreign Investment Enterprise need separate application?
A： No, it needs only filing and registration with relevant authority before conducting import/export business.
Q： What process should be involved in Foreign Investment Enterprise Incorporation generally?
A： Subject to following sequence in application for Foreign Investment Enterprise Incorporation (if fire protection, health, environmental protection and other pre-approval and examination conditions are involved, these certificates should be obtained first):
Approval of local Department of Foreign Trade & Economic Cooperation;
Application for Business License to Administration for Industry and Commerce;
Ordering Official Company Seal with Public Security Bureau;
Processing Certificate of Institutional Code;
Opening bank account;
Processing National or Local Tax Registration Certificate;
Financial Registration Certificate.
Foreign Exchange Registration Certificate.
Customs Registration Certificate.
Processing recruiting formality and expatriating employment formality
Q： What should be included in the "credit certificate" issued by the bank?
A： Included are:
The bank shall certify when the company opens account and note: good operation, normal dealings and no bad record since opening, or
The bank shall certify the company has deposit balance being equal or higher than the amount of authorized capital.
The bank shall certify how many digits there are in the deposit amount of company (the number of digits must be equal to the number of digits in the amount of authorized capital).
Translation text shall be submitted under the seal of relevant translation company, if the bank reference letter is in a foreign language.
Q： What documents should be notarially certified in Foreign Investment Enterprise Incorporation?
A： Documents to be notarially certified includes:
Foreign investor enterprise‘s business registration certificate.
ID card or passport shall be notarially certified, if the foreign investor is personal.
The foregoing certificates shall be subject to notarization by local solicitors first and certification by local Chinese consulate/embassy later; while the certificates of enterprises in Hong Kong and Macau regions shall be subject to notarization by Chinese authorized public notary.
Q： Who will act as the corporate representative of Foreign Investment Enterprise?
A： In general, the chairman can act as corporate representative, and who can also appoint another Chinese citizen to this role.
Q： What documents should be submitted for Foreign Investment Enterprise to alter operating period?
A： To be submitted are the following documents:
Application for Modifications (Filing) of Registration Items of Foreign Investment Enterprise executed by the corporate representative.
Resolution of Board of Directors.
Approval of examining and approving organ and its copy.
Supplemental contract, articles of association approved by the examining and approving organ (Wholly Foreign-owned Enterprise need not submit the contract).
Each investor‘s copies of Business Opening Certificate or personal ID certificate.
Copies of Power of Attorney about Application for Enterprise (Company)Registration and the attorney‘s ID certificate.
The original and copy of the company‘s Business License.
Q： Can Foreign Investment Enterprise increase total investment or authorized capital in the course of operation?
A： Yes, but it needs to supply the resolutions of Board of Directors and the report on the verification of capital and other information.
Q： What are the requirements for deregistration of Foreign Investment Enterprise?
A： Requirements are as follows:
The operating period contained in the Business Contract and the Articles of Association expires or other causes for dissolution contained therein occur, or the enterprise is declared or ordered to wind up because of amalgamation, division or dissolution.
Dissolution by resolution of Board of Directors.
Liquidating group is set up by the enterprise.
Liquidation Announcement is published in newspapers at least three times.
The liquidating group shall make Liquidation Report which shall be subject to the confirmation of Board of Directors, shareholders, relevant competent authority.
Q： What are the requirements for setting up branch company?
A： Requirements are as follows:
It has a name that meets the specification.
Its business office is other than its head office.
It has fixed business office or meets the condition for production and operation.
It has corresponding governing body and principal.
The scope of business of branch company shall not exceed that of parent company.
Establishment of branch company of Foreign Investment Enterprise shall be subject to approval of relevant department.
The capital in cash of parent company shall be duly prepared in full for branch company establishment, if the Wholly Foreign-owned Enterprise has sole shareholder.
Q： Can incorporated Foreign Investment Enterprise reinvest in China?
A： If the enterprise has its authorized capital fully paid up, begins to generate profit and has no record of illegal operation, then it can reinvest in China, and the reinvested capital shall be entitled to tax rebate preference.
Q： Can newly incorporated Foreign Investment Enterprise whose scope of business includes both production and trade, be entitled to tax preference?
A： If its productive operating income exceeds 50% of total business income, the enterprise can file an application, after examination and approval by competent tax authority, to be entitled to treatment of exemption and abatement of taxes of this year.
Q： Can Foreign Investment Enterprise incorporated in bonded area apply for distributorship? Can it set up a branch company beyond the said area?
A： Foreign Investment Enterprise incorporated in bonded area can apply for distributorship, and after obtaining approval, the enterprise can process customs formalities and foreign exchange verification and writing-off and other formalities, and can also sell the goods inside or outside the said area. After obtaining approval of competent department, it can also set up an operative branch company outside the said area.
Q： Can Foreign Investment Enterprise incorporated inside bonded area alter its registered address to operate outside the said area?
A： Foreign Investment Enterprise incorporated in bonded area shall adjust the original scope of business accordingly in order to apply for change of registered address to the original organ for approval. After the original organ for approval asks for opinions and obtains consent of the chief of commercial department outside the said area, which intends to alter registered address, the enterprise can move out of the said area.
Q： What‘s the minimum amount of authorized capital for Foreign Investment Enterprise Incorporation?
A： The minimum amount of authorized capital for wholesaling and retailing is RMB 500,000; and that for retailing is RMB 300,000.
about Foreign Investment Enterprise Annual License Renewal
Q： What does the Joint Annual License Renewal of Foreign Investment Enterprise refer to?
A： Annual License Renewal refers to legal inspection carried out lawfully by governmental department to all Foreign Investment Enterprises, where Foreign Investment Enterprise should complete the Report on Joint Annual License Renewal, balance sheet, profit and loss statement, and other related information.
Q： What departments are involved in the Joint Annual License Renewal of Foreign Investment Enterprise?
A： Annual License Renewal involves Administration for Industry and Commerce, National Tax Bureau, Local Tax Bureau, Customs, Administration of Foreign Exchange, Financial Bureau and Bureau of Foreign Trade & Economic Cooperation.
Q： When will the Joint Annual License Renewal of Foreign Investment Enterprise take place?
A： From 1 January to 31 May every year.
Q： What is the requirement for office premises of Foreign Representative Office?
A： The office premises of Foreign Representative Office shall be generally located in office building or commercial and residential complex. Foreign Representative Office established in Shanghai must rent space in foreign office building designated by the Public Security Bureau.
Q： What information shall be submitted for setting up Foreign Representative Office?
A： Following information shall be submitted:
Application Form for the Establishment of Resident Representative Office of Foreign Investment Enterprises executed by the corporate representative of parent company.
Registration certificate of Foreign Enterprise.
Bank reference letter.
Copy of ID card of the chief representative/resident representative.
Lease agreement or certificate of title to house property.
Documents certified by local Chinese consulate or embassy.
Q： How long is the operating period of Foreign Representative Office?
A： Generally 1 year, permitted to apply for extension within 60 days prior to expiration of the operating period.
Q： How long is the term of residence of Foreign Representative Office?
A： Generally 3 years, permitted to apply for extension within 60 days prior to expiration of the term of residence.
Q： Can Sino-Foreign Equity Joint Venture be transformed into Wholly Foreign-owned Enterprise?
A： Yes. After being unanimously resolved by the meeting of Board of Directors, the proposal of transformation shall be submitted to the original organ for approval according to pertinent regulations.
Q： How to deal with the equipment when the "Processing" Enterprise, whose equipment are partially purchased in China and partially from abroad, wants to transform into Wholly Foreign-owned Enterprise?
A： The imported equipment still in custody shall be returned to Hong Kong, and then imported by the way of importing old equipment, or making good tariff and VAT; the home equipment shall generally be treated as secondhand goods to be sold.
Q： We want to establish Wholly Foreign-owned Enterprise in the trade of "not encouraged" category in Dongguan. Can we import equipment free of tariff if we declare that our products are totally for export sales?
A： Foreign Investment Enterprise whose products are 100% for export, and falling in the "encouraged" category, is entitled to exemption of tariff and import VAT payable on imported equipment, but this preference is subject to the manner of "Collection First and Refund Later", that is, subject to tariff and VAT payable on imported equipment first and to refund by installment within five years later.
Q： How can this Company pay import tariff and VAT if either domestic or export sales of this Company account for half of total sales, and its raw materials are totally imported?
A： The raw materials used for domestic sales shall be taxed, and the raw materials used for export sales shall be free of tax. However, accounts for domestic and export sales must be kept separately.
Q： How to define the origin of the products entitled to zero-tariff?
A： The rules for defining origin are as follows:
The origin of goods procured completely in Hong Kong and Macau shall be defined as Hong Kong and Macau.
The origin of goods procured partially in Hong Kong and Macau can be defined as Hong Kong and Macau only if the goods are substantially processed in Hong Kong and Macau.
Q： How to obtain the Certificate of Service Supplier?
A：The company has been incorporated under the Company Ordinance of Hong Kong SAR and other related ordinances, and has obtained the valid Business Registration Certificate.
The company is engaged in substantial commercial pursuit in Hong Kong. The yardstick is:
-Nature and scope of business: The nature and scope of services supplied in Hong Kong shall include the nature and scope of services intended to be supplied in mainland China.
-Service life: It has been registered or incorporated in Hong Kong and engaged in substantial commercial pursuit for 3 years or more.
-Profits tax: It shall pay profits tax pursuant to law during the operating period in Hong Kong.
-Business office: It has or rents business office in Hong Kong, which shall match its scope and scale of business.
-Employment of staff: Amongst the staff hired in Hong Kong, residents with unrestricted residence in Hong Kong shall account for more than 50% of total staff.
Q： Can the procedure of processing and increment of value separately conducted in mainland China and Hong Kong or Macau be calculated in aggregate?
A： No, they cannot be calculated in aggregate.
Q： Should the final procedure of the products entitled to zero-tariff be completed in Hong Kong or Macau?
A： The products not entirely produced in Hong Kong or Macau, or entitled to zero-tariff, can be required to complete their final procedure of manufacturing or processing inside Hong Kong or Macau, only if the products meet the rule of "ad valorem percentage criterion".