The registration conditions of foreign-funded companies are quite different from those of companies registered abroad. There are many materials for registering a foreign-funded company in Chinese mainland, and the registration conditions are also harsh.
There are many conditions for the registration of a foreign-funded company, including shareholders, supervisors, directors, company name, business scope, registered capital, registered address, articles of association, legal representative, etc.
According to many years' experience in handling company registration for customers, the registration conditions for foreign-funded companies in the industrial and commercial registration service center are as follows:
1, shareholder of foreign-funded company
Shareholders of a wholly foreign-owned company may be foreign-funded enterprises or foreign residents.
Shareholders of Sino-foreign joint ventures have special requirements for Chinese shareholders, that is, Chinese shareholders must be China companies rather than China residents.
When a foreign-funded company is registered, it needs to submit and verify the identity certificate of its shareholders. Foreign-funded enterprises shall submit notarized legal business opening certificates, and foreign-funded individuals shall submit notarized passports.
2. Supervisors of foreign-funded companies
If there is a board of supervisors, at least three supervisors are required. If there is no board of supervisors, there may be one supervisor.
The supervisor may be a foreign-funded individual or a resident of Chinese mainland. When registering a foreign-invested company, the identity certificate of the supervisor shall be submitted.
3. Directors of foreign-funded companies
After the establishment of a foreign-funded company, it may or may not have a board of directors. If there is no board of directors, an executive director is needed. The directors or executive directors of a foreign-funded company may employ mainland residents or appoint foreign-funded individuals.
When registering a foreign-funded company, the directors are required to issue identification materials.
4. Registered capital of a foreign-funded company
The registered capital of a foreign-funded company registered in Chinese mainland needs to be paid in. The registered capital of a foreign-funded company can be based on the minimum registered capital requirements stipulated in the new People's Republic of China (PRC) Company Law and various industry regulations of foreign-funded companies. The minimum registered capital of an ordinary foreign-funded company is RMB 654.38+10,000, and the registered capital can be contributed by stages, with the initial contribution of not less than 20%, and the rest can be completed within two years.
Foreign investors need to transfer their registered capital to the foreign exchange account of the foreign-funded company, hire a professional accounting firm to make capital verification and issue a capital verification report.
5. Company name
When registering a foreign company, you must first approve the company name and submit multiple company names for name search. The rule of name search for registered companies is that in the same industry, company names cannot have the same name or the same pronunciation. If there are multiple font sizes, you need to open them for name search.
6. Scope of business
When registering a foreign company, the business scope must be clear, and the future business scope cannot exceed the company's business scope. Business scope 100 words, including punctuation.
China implements the examination and approval system for the registration of foreign-funded companies. Some industries, such as minerals and retail, are restricted by foreign investment and need to be approved by the Ministry of Commerce of China.
7. Registered address of the company
The registered address of the company must be the business office address, and the lease agreement, a copy of the real estate license and the lease invoice must be provided.
8. Articles of Association
When a company is established, it must submit its articles of association to the administrative department for industry and commerce. The company's articles of association define the company's name, business scope, proportion of shareholders and capital contribution, registered capital, rights and obligations of shareholders, directors and supervisors, etc.
9. Feasibility study report
When examining and approving a foreign-invested company, a feasibility study report shall be submitted.
10, financial personnel
When a company carries out tax registration, it needs to submit the information of financial personnel, including a copy of identity certificate, a copy of accounting employment certificate and photos.
1 1, legal representative
A foreign-funded company shall have a legal representative, who may be one of the shareholders or hired. The legal representative of a foreign-funded company or a Sino-foreign joint venture company may be a China native or a foreign investor.
When registering a foreign-funded company, the identity certificate and photos of the legal representative shall be submitted.
In addition, when foreign-funded companies are involved in the examination and approval of special industries, the conditions for examination and approval of licenses in different industries are also different.
Registration process of foreign-funded companies 1. Notice of pre-approval of enterprise name;
2. Power of attorney;
3. Application for registration of establishment of foreign-invested enterprises (two originals);
4. Project application report (with an outline for future reference, the legal representative or agent shall sign the power of attorney);
5. Articles of Association (signed by the legal representative of the investor or the agent holding the power of attorney);
6. List of board members;
7. Letters of appointment of the legal representative and members of the board of directors (with copies of valid passports or identity documents of the legal representative and members of the board of directors);
8. Letter of appointment of the legal representative (if there is no board of directors, please attach a copy of the legal representative's valid passport or identity certificate);
9. Copy of the investor's legal business opening certificate, letter of proof from the legal representative (original) and copy of identity certificate; If the foreign investor is a natural person, it is required to provide a copy of the identity certificate, and the merchants in Taiwan Province Province are required to provide a copy of the Taiwanese certificate;
10. Credit certificate issued by the investor's bank;
1 1. The environmental protection department requires the applicant to apply to the Environmental Protection Bureau for approval in advance with the investment plan, site or land use certificate, power of attorney and application, but this approval cannot replace the environmental impact assessment report that the new company must complete after obtaining the business license (the new company asks a special assessment company to tailor it according to the project);
12. enterprise site implementation certificate or factory building lease contract (a copy of the lessor's property right certificate, business license and legal representative's identity certificate is required);
13. Other relevant documents and certificates related to pre-licensing industry license.
Pre-approval of the name of a foreign-invested enterprise The registration of foreign-invested enterprises (hereinafter referred to as the registration of foreign-invested enterprises) refers to enterprises established in China in accordance with the provisions of People's Republic of China (PRC) and the laws of People's Republic of China (PRC), which are jointly invested by China investors and foreign investors or only invested by foreign investors.
Pre-approval of enterprise name
I. Composition of the names of foreign-invested enterprises
(1) The name of an enterprise consists of administrative division, brand name, industry and organizational form in turn. For example: enterprise name: Beijing Tiandixing Technology Co., Ltd., Beijing is an administrative division, Tiandixing is a font size, technology is an industry, and limited company is an organizational form.
(2) The font size in the enterprise name shall consist of two or more words; Administrative divisions can be used after the font size, such as Tiandihang (Beijing) Technology Co., Ltd., or before the organizational form, such as Tiandihang Technology (Beijing) Co., Ltd.
(3) With the approval of the State Administration for Industry and Commerce, an enterprise as a legal person that meets one of the following conditions may use an enterprise name excluding the administrative division (Beijing):
1, approved by the State Council;
2. Registered by the State Administration for Industry and Commerce;
3, the registered capital (or registered capital) of not less than 50 million yuan;
4. Unless otherwise stipulated by the State Administration for Industry and Commerce.
Two. General provisions on the names of foreign-invested enterprises
(1) The name of an enterprise shall not contain the following contents and words: 1, which is harmful to the interests of the state and society; 2. It may cause deception or misunderstanding to the public; 3. Names of foreign countries (regions) and international organizations; 4, the name of the political party, the name of the party, government and military organs, the name of mass organizations, the name of social groups and the serial number of the army; 5. Prohibited by other laws and administrative regulations.
(2) The name of an enterprise shall be in Chinese characters conforming to national norms, and shall not be in Chinese phonetic alphabet or Arabic numerals, except as otherwise provided by laws and regulations.
3 used in the middle of the name? International? Words,? International? It can't be used as a brand name or business feature, but only as a modifier of business feature, which should conform to the habits of industry terms, such as international trade and international freight forwarding.
Three. The name of a foreign-capital enterprise shall not be approved under any of the following circumstances:
(1) Having the same name as an enterprise in the same industry approved and registered by the same administrative department for industry and commerce;
(2) It is the same as the original name changed by other enterprises less than 1 year ago;
(3) Having the same name as an enterprise whose registration has been cancelled or whose business license has been revoked for less than 3 years;
(four) other violations of laws and administrative regulations.
Four. There are restrictions on the pre-approval of the names of foreign-funded enterprises. The validity period of the pre-approval of company name and the approval of company name change is 6 months, which can be extended for 6 months within 30 days before the expiration, and will not be extended after the expiration. Upon expiration, the approved name will automatically become invalid.
The above is the foreign investment registration process provided by Bian Xiao. I hope everyone will like it!
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