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Our Insight
The Detailed Procedure of Setting up WFOE in Guangzhou
Author:Yang Nie, Vivian Chen
 March 16th,2008 
 
PROCEDURE & CHARGES
 
1)  Prior approval of the company’s name
Department
GZAIC Foreign Invested Company Registration Office
Procedure
Accept—Examine­­—Approve—Issue a <Notification>
Charge
100RMB per company
Period
<Notification> will be issued in 5 working days
Catalog of materials
1、Signed <Application of Prior approval of the WFOE’s name>
2、A cope of investor`s qualification
3、a company`s name enquiry form
4、other documents
 
Form
<Application of Prior approval of the WFOE’s name>
 
Ps: investor should take a <Registration for WFOE establishment Form> needed for step 4.
 
2)      Prior Registration
Investor should get a <prior company`s name registration form> in GZAIC and register before any contracts and article of association are concluded. After this form is approved, investor can move on to next step.
 
3)      Examined and approved by the GZBOFTEC
Target document
Replied letter issued by GZBOFTEC  
(approval of setting up a WFOE)
Prerequisite
Submit the article of association and contracts etc
Procedure
Examine and approve the article of association and contracts
Charges
Unprovided
Period
Finish in 10 working days
Catalog of materials
a) submission request/letter issued by GZBPFTEC
b) sources and certification of company`s field (copy)
c) article of association and feasible report
d) <Notification> of approved company`s name issued by GZAIC
e) Qualifications of investor including registration certification (copy), signed authorization, Credibility Letter of investor and copy of identification
f) a name list of the board of directors
g) <application of setting up WFOE >
h) the approved application form
i) others
 
PS: about imported machinery
①as parts of the contributions, investor should make a clear list of imported machinery including their name, type, quantity and price etc. This list should be an attachment of the <application form of setting up a WFOE>.
②if the machinery involve import license according to regulations, investor should apply for or entrust any agent to apply for import license.
③the machinery should be examined by local inspection department at the time when they are arrives at China and certifications will be issued.
④generally, investor should provide invoice, receipt or any other certifications of the machinery.  

4)      Registration in GZAIC
Investor should register for establishment in GZAIC in 3 working days from the day the article of association and contracts are approved by GZBOFTEC (step 3).. If the registration is accepted, <corporate business license> will be issue in 15 working days.
Following documents and certifications should be submitted at this step:
a) signed <Registration for WFOE establishment Form>(provided in GZAIC);
b) Replied letter issued by GZBOFTEC(original and copies);
c) approved article of association;
d) <notification of prior approved WFOE’s name>;
e) qualifications and identifications of investor (these should be notarize by competent authority of investor`s own country and then approved by that country`s Chinese embassy)
f) copy of hiring documents and identifications of legal representative, directors supervisors and managers;
g) Certificate on capital verification issued by statutory asset examination agency
h) non-monetary properties transferred documentary evidence;
i) Habitation documentary evidence
j) Preposing approved documents
k) proxy of service of legal documents;
Investor can sign a proxy with local trustee in order to receive any legal documents, address and contact should be involved.
l) Fire control, pro-enviroment and hygiene certificates, others certificates should refer to the <Registration for WFOE establishment Form>
 
PS: The result will come out in 30 days after GZAIC accepted the application.
Charge
① registry fee:
A. register for <corporate business license> charges 0.8‰ of registered capital.
(For your information: If the registered capital exceeds 10,000,000RMB, the exceeding part will charge 0.4‰. If the registered capital exceeds 100,000,000RMB, the exceeding part will not charge any fee. Registration for establishment will at least charge 50RMB, if investor wants copy of the license, then each copy charge 10RMB)
B. register for <commercial instrument> charge 300 RMB
②Charges of prior registration for WFOE`s name:WFOE charges 134RMB
③Charges of public notice—notice for establishment 800RMB (to newspaper office)
 
5)      Apply for an org-code
 
6)      Habitation
WFOE should conclude a lease contract of factory or office. After that related habitation registration should be handled in Public Building Administration.
 
7)      Foreign exchange registration
From the day the <corporate business license> is issued, investor should register for foreign exchange and get a <foreign-funded enterprise foreign exchange registration certification> in local administration of foreign exchange in 30 days. These materials are needed (copy): approved article of association and contracts, notification or replied letters and corporate business license. 
Administration of foreign exchange will issue a <foreign-funded enterprise foreign exchange registration certification>.
A foreign currency account can be opened in local appointed bank with the <foreign-funded enterprise foreign exchange registration certification>. It can also open foreign currency accounts in other territories or outside China’s borders as long as it is approved by administration of foreign exchange.
 
8)      Open an account
Foreign currency account—  select any banks with ability to deal with foreign exchange business to open a foreign currency account. Corporate business license and notification or letters are necessary when open an account
RMB account— select any banks with ability to deal with RMB business to open a RMB account. Corporate business license and notification or letters are necessary when open an account.
 
9)      Tax registration
From the day the <Corporate business license> is issued, the WFOE should submit tax registration to tax authorities in 30 days with these materials: copy of corporate business license, article of association and contracts, notification or letters, feasible report and a name list of the company`s board of directs.
 
10)  Customs record
These materials are necessary when declare to Customs: notification or letters, corporate business license, article of association and contracts, approved import and export machinery list, capital verification report, etc.
Application for tax exemption of import and export machinery should provide: application form, invoice and cope of import and export license, etc.
For customs declaration, these materials are necessary: a list of import and export products, invoice, packing list, tax exemption certifications (if any), bill of lading and import and export license, etc.
 
11)  Statistics and finical administration registration
The WFOE should go to the statistics and finical administration to register related issues after the it is approved to set up with: Enterprise Standard Certificate, Statistics registration form, copy of corporate business license, notification or letters, feasible report, article of association and contracts, etc.
 
12)  Employment and social insurance charges registration
After the corporate business license is issued, the WFOE should go to the Administrative Departments of Labor Security for employment and labor system registration as well as register for social insurance, pay for social insurance charges and insure for employees.
Attachment
FLOW CHART
 
GZAIC:Prior Registration of the company`s name
(notification)
GZBOFTEC:examine article of association and contracts
 (notification or replied letter)
One package service of GZBOFTEC:org-code
GZBOFTEC:approval of setting up WFOE
(replied letter)
GZAIC:corporate business license
Finical, tax, foreign exchange department and Customs registration
Last updated :2008-3-17
 
 
 
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