A wholly foreign-owned enterprise, referred to as a foreign-funded enterprise for short, refers to an enterprise established in China in accordance with the laws of China with all its capital invested by foreign investors.
The foreign investors of a foreign-capital enterprise may be foreign enterprises, other economic organizations and individuals. Foreign-funded enterprises are established in China according to the laws of China, so they are different from the branches of foreign enterprises and other economic organizations in China. Foreign-funded enterprises are independent economic entities, operating independently, accounting independently and bearing legal responsibilities independently. As far as organizational forms are concerned, foreign-funded enterprises can be legal persons or non-legal persons. A foreign-funded enterprise with legal personality has obtained legal personality according to law, and its organizational form is generally a limited liability company. The liability of foreign investors to the enterprise is limited to the amount of their subscribed capital contribution. A foreign-invested enterprise that does not form a legal person organization may take the form of partnership or individual proprietorship. Partnership here refers to an enterprise established within the territory of China with the contribution of two or more foreign legal persons or natural persons, and its legal basis is analogously applicable to the provisions of the General Principles of the Civil Law on individual partnership and enterprise joint venture. A sole proprietorship enterprise refers to an enterprise established by a foreign investor in China according to law, and the foreign investor shall bear unlimited liability for the debts of the enterprise.
Advantages of foreign-funded enterprises
Implement the global strategy of the parent company independently and freely, regardless of the factors of China investors.
Have the ability to formally carry out business, unlike the representative office, there are many restrictions.
Issue RMB invoices to customers with RMB as income.
RMB profits are converted into US dollars and remitted to overseas parent companies. Hire employees directly in China.
Protect intellectual property rights and know-how.
There is no need to share profits with other parties.
More efficient in operation, management and future development.
Business scope of foreign-funded enterprises
The most important issue in the project document is the business scope of the wholly foreign-owned enterprise. The business scope of all industries in China is very strict and precise. Foreign-funded enterprises can only engage in commercial activities within the permitted business scope indicated in the business license. If it is necessary to modify, an application should be made and approved. Of course, we should negotiate with the examination and approval department to grant a wider scope of business. Take the consulting company as an example, its business scope includes: investment consulting, international economic consulting, trade information consulting, marketing consulting, company management consulting, technical consulting and so on.
Registered wholly foreign-owned enterprise
(a) the content and duration of law enforcement:
Foreign-invested enterprises and their branches (offices) and foreign enterprises that should be registered with the Municipal Administration for Industry and Commerce in accordance with the provisions of the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures, the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures, the Law of People's Republic of China (PRC) on Chinese-foreign Joint Ventures and the Measures for the Administration of Registration of Permanent Representative Offices of Foreign Enterprises of the State Administration for Industry and Commerce.
1, the name is registered in advance for 5 working days (the legal period is 10 days);
2. Registration of business opening, change, extension and cancellation, 15 working days (legal period is 30 days):
(2) Documents and certificates required for registration.
1. Documents and certificates to be submitted when applying for pre-registration of the name of a foreign-invested enterprise:
Registration Form of Foreign-invested Enterprises (in duplicate);
Legal qualification certificates of Chinese and foreign investors;
Project proposal and its approval documents (a wholly foreign-owned enterprise shall submit an application report for the establishment of the enterprise and a written reply from the local district and county government);
Power of attorney for registration;
The approval documents of the relevant departments shall be submitted if the business project is restricted by the state to use foreign capital or involves special examination and approval of the industry;
Other documents and certificates required by laws, regulations, rules and policies.
2. Documents and certificates to be submitted when applying for business registration of foreign-invested enterprises:
Application for registration of foreign-invested enterprises signed by the legal representative;
The contract, articles of association and the approval documents and certificates of the examination and approval authority;
Certificate of investor qualification (the Chinese side shall affix the seal of the issuing authority);
Credit certificate of the investor;
Table of directors, supervisors and deputy general managers;
Identity cards or passports of directors, supervisors and deputy general managers (photocopies);
Proof of domicile and production site (site list, real estate license, lease agreement);
Name registration application form and name pre-approval notice (original);
Power of attorney for registration;
Other documents and certificates required by laws, regulations, rules and policies.
3. Documents and certificates to be submitted when applying for business registration of branches (offices) of foreign-invested enterprises;
An application for registration signed by the chairman of the affiliated enterprise;
Letter of approval from the original registration authority for the establishment of branches (offices);
A copy of the business license of the affiliated enterprise (stamped with the seal of the local registration authority);
Obey the resolutions, contracts and articles of association of the board of directors of the enterprise;
Letter of appointment of the person in charge of the branch (office) and a copy of his ID card;
Grant certificate issued by the financial department of the affiliated enterprise (the office can be exempted);
Proof of the use of the branch site (the lease term should be more than one year);
Capital verification report of affiliated enterprises;
Registration form of the person in charge of the branch (office) (stamped with the official seal of the personnel file keeping department);
Power of attorney for registration;
Other documents and certificates required by laws, regulations, rules and policies.
4. Documents and certificates to be submitted when applying for changing the registered items of foreign-invested enterprises:
When applying for change registration, a foreign-invested enterprise shall submit the following documents and certificates according to different changes, in addition to the application for change registration, the power of attorney for registration and the original and photocopy of the business license signed by the chairman:
To change the name of an enterprise, the resolution of the board of directors, the name registration form, the notice of name approval, the approval document of the original examination and approval authority and the seal shall be submitted.
Where the domicile is changed, the resolution of the board of directors and the certificate of use of the new domicile (business premises) shall be submitted.
Where the total investment and registered capital are increased, the resolutions of the board of directors, the amendment agreement of the articles of association, the approval documents of the original examination and approval authority and the capital verification report shall be submitted.
To change the enterprise category, it shall submit the resolution of the board of directors, the amendment agreement of the articles of association, the approval documents of the original examination and approval authority and the capital verification report.
Where the chairman, vice-chairman, general manager and deputy general manager are changed, the resolution of the board of directors, information sheet of directors, supervisors and deputy general manager, ID card or passport (photocopy) and legal representative registration form shall be submitted.
In case of equity transfer, the resolution of the board of directors, the equity transfer agreement, the amendment agreement of the articles of association, the legal qualification certificate of the transferee and the bank capital certificate, and the approval documents of the original examination and approval authority shall be submitted.
Where the term of operation is changed, the resolution of the board of directors, the approval documents of the original examination and approval authority, the amendment agreement of the contract articles of association and the capital verification report shall be submitted.
To set up a branch (office), a resolution of the board of directors and a capital verification report shall be submitted.
After the establishment of overseas branches (offices) is approved by the examination and approval authority, the enterprise shall file with the original registration authority.
Where the business scope is changed, the resolutions of the board of directors, individual contract agreements, articles of association, approval documents of the original examination and approval authority and capital verification report shall be submitted. If the added project involves special provisions of the state, the approval document of the relevant competent department shall be submitted.
Where the registered capital is reduced, relevant certificates published at least three times in provincial and municipal newspapers, applications signed by the board of directors (including reasons for capital reduction, debt repayment or debt guarantee, and commitment not to infringe upon the interests of others after capital reduction), balance sheets, audit reports of accounting firms, resolutions of the board of directors, amendments to the articles of association of the contract and approval documents of the original examination and approval authority shall be submitted.
5. Documents and certificates to be submitted when applying for cancellation of registration of foreign-invested enterprises:
Application for cancellation of registration signed by the legal representative;
Resolutions of the board of directors;
The liquidation report of creditor's rights and debts or the documents that the liquidation organization is responsible for clearing creditor's rights and debts;
Tax payment certificates issued by tax authorities and customs;
Original and duplicate of business license;
Company seal and steel seal;
Power of attorney for registration;
The approval document of the examination and approval department;
Other documents and certificates required by laws, regulations, rules and policies.
6. Documents and certificates to be submitted when applying for cancellation of registration of branches (offices) of foreign-invested enterprises:
Application for cancellation of registration signed by the chairman (or legal representative) of the affiliated enterprise;
Obey the resolutions of the board of directors of the enterprise;
Tax payment certificate (office tax exemption);
* Business license (or registration certificate) and official seal;
Power of attorney for registration;
Other documents and certificates required by laws, regulations, rules and policies.
7. Documents and certificates to be submitted when applying for extension or renewal of the original license for foreign-invested enterprises:
An application signed by the legal representative of the enterprise;
Capital verification report;
Copy of the license (stamped with the seal of "paid-in registered capital has been recorded" by the enterprise supervision department of the district or county industrial and commercial bureau where the enterprise is located);
Reply from Beijing Economic and Trade Commission (contribution on schedule can be exempted);
Power of attorney for registration;
Annual inspection certificate;
Other documents and certificates required by laws, regulations, rules and policies.
8. Documents and certificates to be submitted when applying for the registration of lost photos of foreign-invested enterprises:
An application signed by the chairman;
A sample of a newspaper statement;
Annual inspection certificate;
Power of attorney for registration;
Other documents and certificates required by laws, regulations, rules and policies.
9. Documents and certificates to be submitted when applying for registration of the resident representative office of a foreign enterprise:
Within the validity period (within 30 days from the date of issuance), the original "Approval Certificate" issued by the State Council Municipal Appearance Committee, Ministry or Bureau or Beijing Economic and Trade Commission;
An application signed by the chairman or general manager of the enterprise, including: the name of the resident representative office, the name and domicile of the chief representative and representative, the business scope of the representative office and the term of residence;
A copy of the legal business opening certificate issued by the registration authority in the country or region where the enterprise is located, in which the Hong Kong Limited Company shall also submit the tax registration certificate issued by the Hong Kong tax authorities within the validity period;
A copy of the capital credit certificate issued by the financial institution that has business dealings with the enterprise and its Chinese translation;
Power of attorney (or power of attorney) signed by the chairman or general manager of the enterprise to appoint the chief representative and representative. Resume of each representative (two photos of each representative), and a letter of introduction issued by the dispatching unit if the representative is a citizen in China;
A foreign representative or China representative who has obtained permanent or long-term residency abroad shall submit a copy of his identity certificate and passport;
Lease agreement for office premises with a lease term of more than one year (with proof of use of the premises);
In addition to the above documents and certificates, the financial and insurance industry shall also submit the annual balance sheet, profit and loss statement, articles of association and the list of board of directors of the head office;
Power of attorney for registration;
Other documents and certificates required by laws, regulations, rules and policies.
10. Documents and certificates to be submitted when applying for extension of the registration certificate of the resident representative office of a foreign enterprise:
The Registration Certificate is valid for one year and must be extended once a year during the period of permanent residence. Each office must apply to Beijing Administration for Industry and Commerce for extension of registration within 30 days of the validity of the registration certificate, and submit the following documents and certificates:
An application signed by the chief representative and stamped with the seal of the office;
A registered annual business activity report signed by the chief representative and stamped with the seal of the office, which includes: business dealings with relevant domestic units, whether there are transactions and turnover between the headquarters and relevant domestic units, the personnel of the organization (that is, the names, positions and dispatching units of representatives and employees), whether there are problems such as engaging in business activities directly in the name of the office without registration and hiring employees without permission;
Original registration certificate and representative certificate;
Certificate of use of the site (stamped with the official seal of the lessor and signed by the person in charge of the lessor).
1 1. Documents and certificates to be submitted when applying for extension of registration of resident representative offices of foreign enterprises:
The resident representative office is approved to stay for up to three years at a time (six years for financial institutions). If it needs to stay after the expiration of the period, it shall go through the extension registration with the Beijing Administration for Industry and Commerce within 30 days after the approval of the original approving authority, and submit the following documents and certificates:
The original "Extension of Approval Certificate" issued by the original approval authority;
An application for extension signed by the chairman or general manager of the enterprise;
Legal business opening certificate issued by the registration authority of the country (region) where the enterprise is located;
Credit certificate issued by the commercial bank;
Business activity report signed by the chief representative and stamped with the seal of the office (the content of the report is the same as that when the registration certificate is extended);
Office space lease agreement (site use certificate);
Registration certificate and representative certificate.
12. When applying for the change of registration of the resident representative office of a foreign enterprise, the following documents and certificates shall be submitted:
Where the address is changed, an application for address change signed by the chief representative and stamped with the seal of the office, a new lease agreement for office space with a lease term of more than one year (with proof of use of the place), the original registration certificate and representative certificate shall be submitted. If you change the office space in the same hotel, you don't need to register the change, but you should file it with the registration authority in writing within one week after the change.
In case of changing the representative, the approval document of the foreign affairs department of the original approving authority (the general representative is exempted from submission), the application for changing the representative signed by the chairman or general manager of the enterprise, the power of attorney or letter of appointment signed by the chairman or general manager of the enterprise (in case of changing the original representative, the stay and employment of the original representative should be explained), the resume, photo, passport and ID copy of the new representative, and the representative certificates of the original representative and the chief representative should be returned at the same time. If the general representative is reduced, the registration of change may not be handled, but a letter of dismissal of the representative signed by the chairman or general manager of the enterprise shall be submitted and returned to the representative.
Certificate ";
If the name is changed, the original approval certificate of the original approval authority, the application signed by the chairman or general manager of the enterprise, a copy of the legal certificate of name change issued by the registration authority of the country (region) where the enterprise is located, and the registration certificate, representative certificate and official seal shall be collected;
Where the business scope is changed, it shall submit the change approval certificate of the original approval authority, the change application signed by the chairman or general manager of the enterprise, and collect the registration certificate;
13. Documents and certificates to be submitted when applying for cancellation of registration of resident representative offices of foreign enterprises:
An application for cancellation signed by the chairman or general manager of the enterprise, including the reasons for cancellation, the handling of creditor's rights, debts and taxes, whether there are any outstanding matters and the commitment to continue to bear the responsibility for liquidation;
The original China contracting (guarantee) unit agreed to cancel the certificate;
Tax payment certificate issued by Beijing tax and customs authorities;
Receive the registration certificate, representative certificate and official seal;
Other documents and certificates required by laws, regulations, rules and policies.
14. Documents and certificates to be submitted when applying for registration of resident representative offices of foreign enterprises.
Submit a supplementary certification application signed by the chief representative and stamped with the office seal;
A sample of a newspaper statement;
Other documents and certificates required by laws, regulations, rules and policies.
15. Documents and certificates to be submitted when applying for registration of employees of foreign representative offices in Beijing:
Copy of registration certificate of representative office of foreign enterprise in Beijing;
Letter of appointment for employees of foreign affairs service units;
A copy of the employee's employment contract;
Employee registration form and photos;
Copy of ID card and temporary residence permit issued by the Municipal Public Security Bureau for foreign citizens;