Company Registration

A. Hong Kong Company Registration

Advantages of Setting-up a Hong Kong Limited Company

-Hong Kong is one of Asia’s great commercial hubs and key regional trade centre.

- A company can be opened in 8-10 days.

-There is no registratered capital required.

-The registration conditions and managing fee are low.

- Few categories of tax and low tax rate for Hongkong company, only 16.5%

-The Hongkong company can open bank account in Hongkong offshore account.

-There are few limitation to business scope.

The required documents of Hong Kong Company Registration

1. Company name in English and Chinese;

2. Nature of Business ;

3. Share percentage (normal share capital is HKD 10,000 ) Minimum share capital to be issued is HK$1;

4. Passport copy of director and shareholder,with signature(aged 18 or over, no restrictions on nationality or residency) ;

5. address of director and shareholder (for company registration use.)

The procedure of a company registry Hongkong

-Company name search

-Submit documents

-Wait for government’s approval

-Receive a set of registration documents

You’ll get the following documents after registered.

Certificate of Incorporation (CI)

Business Registration (BR)

Articles of Association

Incorporation Form (NNC1)

Company Stamps

Share Certificate

Statuary book

Hong Kong Company Bank Account

Make an appointment to have interview with bank manager

Have an interview with Hongkong bank manager

Get a bank account

Types of companies in Guangzhou

Guangzhou Company is broadly classified into: Guangzhou WFOE, Sino-foreign Joint Venture,Representative Office,etc.

B. Guangzhou Company Registration (WFOE)

Guangzhou WFOE (wholly foreign-owned enterprise) is a business entity is 100% owned and capitalized by foreign investors and operating without a local (Chinese) partnerwhich istotally under foreigner’s control and does not have any formal Chinese ownership participation.This maintains greater control over your businesses operations, targets and profits of the companyWFOE is the favorable option for an overseas company that wants to permanently incorporate into mainland China.

China offers great opportunities to investors from all over the world. 'There is no country for entrepreneurship like China. Things just go so much faster than in most other parts of the world',

For a foreign company to be able to issue receipts and export goods from China, it must be able to legally registered as a local company or a WFOE. It has the advantage of performing business transactions in CNY and exchange profits into USD. It can be expanded to have import/export rights and further to include manufacturing. The Business Licensedefines the scope of the business.

Advantages of WFOE in Guangzhou

-Independence and freedom to implement the worldwide strategies of its parent company without having to consider the involvement of the Chinese partner;

-Ability to formally carry on business rather than just a representative office function;

-Issue invoices to their customers in RMB and receive RMB revenues. Convert RMB profits to US dollars for remittance to their parent company outside.

- Nominimum registered capital is required for WFOEs with scope of business ofConsulting, Trading, retailing, information technology etc. in Guangzhou.

-Greater efficiency in operations, management and future development.

Office address of GZWFOE

Before submit the application forms of registering a WFOE in China, the foreign investor must rent an office in advance. But the office of WFOE can't be in a residence building nor residence and commerce (R&C) combined building. Anyway, a normal office building in China will be OK for register a WFOE.

Registration Procedures

1、Name registration with Guangzhou State Administrationfor Industry and Commerce (SAIC)

2、Certificate of Approval by Guangzhou Municipal commission of commerce

3、Apply for Business License with SAIC

4、Certificate of Approval issued by Bureau of Foreign Trade and Economic Cooperation of Guangzhou Municipality

5、Business License issued by Guangzhou SAIC.

6、Apply for stamps with the Public Security Bureau(PSB)

7、Organization Code License issued by Quality and Technical Supervision Bureau

8、Apply for Business License with SAIC

9、Tax Certificates issued by National & Local Tax Bureau

10、Registration and Approval with State Administration of Foreign Exchange (SAFE)

11、Open foreign currency and RMB bank account

12.Financial Registration Certificate issued by Finance Bureau

13. Statistics license registration

14.Import/Export license (applicable for Trading & Manufacturing WFOE)

C. Sino-Foreign Joint Venture (JV)

Sino-Foreign Joint Venture (JV) is a limited liability company incorporated by a Chinese partner and a foreign company. It is capable of capable of buying land, hiring Chinese employees independently, constructing buildings etc. The partners share profits, losses and risk in equal proportion to their respective contributions to the venture’s registered capital.

After a joint venture is registered, the entity is considered a Chinese legal entity and must abide by all Chinese laws. As a Chinese legal entity, a joint venture is free to hire Chinese nationals without the interference from government employment industries as long as they abide by Chinese labor law. Joint ventures are also able to purchase land and build their own buildings, privileges prevented to representative offices.

D. Representative Office (R.O.)

A Representative Office is an organization that carries out market contacts and research for its headquarters, and assists in developing its business in other countries.In comparison with WOFE companies, Representative Offices cannot issue any invoices, and therefore gain any income by itself. All expenses of a representative office have to be fully funded by the company headquarters.

How to open/ set up/register a china representative office in Guangzhou?

If you have a oversea head office with 3 years, then you are entitled to set up a representative office(RO) under your head office name without registered capita in China. It can liaison with supplier, follow up order & arrange shipment at mainland.

General Tax Information

Once the Representative Office is established, it is required to report to the Tax Administration Department monthly (for business tax), quarterly (income tax) and annually. Webond provides accounting services for our clients; you are welcome to contact us for more information.

E.Offshore Company

Some countries and regions (such as BVI, Macau, Samoa and Cayman etc.) have formulated some especially loose tax systems to attract worldwide investors coming to those countries for company incorporation. This kind of company is generally not subject to any tax, except an annual license fee, and it can be listed in other countries or regions. Therefore, it is usually the best choice for most of the multinational enterprises to carry out structural arrangement.

An Offshore company is different from a general limited company mainly with regard to tax revenue; that is, revenue from an Offshore company is not subject to any tax payment, nor to any tax declaration, and the shareholders' information, shareholding percentage and revenue status are entitled to high confidentiality. For a summary of various Offshore companies.

Advantages of Offshore Company

-Provide privacy protection, without disclosing the identity of shareholders and directors

-No tax declaration or collection

-Free from foreign exchange controls

-No registered capital required

-Chinese characters in company name allowed

-No submission of annual return, audit report and financial statement required

-Increase enterprise image and easier for financing

Set Up Offshore company is generally used for the purpose of:

-Tax planning

-Acting as a holding company

-International trade

-Investment

-Offshore listing

In order to meet different demands from clients, we are providing the following Offshore company incorporation service:

BVI Company

Cayman Islands Company

Samoa Company

Seychelles Company

Anguilla Company

Bahamas Company

Bermuda Company

Marshall Islands Company

Mauritius Company

Nevis Company

From our experience, there are FIVE important points clients need to consider whether they regiser an offshore Hong Kong company as their offshore company.

1) Legal Tax Free – Hong Kong is using territoral tax system, it means tax is only charged if the profits are made inside Hong Kong. Clients use Hong Kon to do offshore services/tradings enjoy legal tax free;

2) Privacy Protection – Hong Kong has public system. However, through special arranagements that we can provide nominee shareholder through legal trust documents under Hong Kong Trust Law, clients become legal beneficiary instead of shareholder and can enjoy 100% legal privacy protection. Also through special arrnagements that we can provide nominee director through legal Power of Attorney documents under Hong Kong Trust Law, clients become legal Attorney instead of director and can enjoy 100% legal privacy protection;

3) Opening bank accounts in Hong Kong or overseas – Hong Kong is a well kown Financial Centre. With registering Hong Kong company, it becomes easier to open company bank accounts in Hong Kong and outside Hong Kong and do offshore business;

4) Exchange of information – The world governments have co-operative together by some agreements that they will share the information themselves for the purpose to tackle the tax evasion. The co-operative agreements include:

a) Tax Information Exchange Ageeemnt (TIEA) – This is the tax exchange data between countrires they will exchange bank information and company registration. So for example, we will not recommend UK client to open a company or bank account in Aruba as UK and Aruba have signed up the TIEA;

b) FATCA Agreement – The U.S government has launched Foreign Account Tax Compliance Act that foregn banks are required to report the bank information back to US Tax Authority in case for US clients. So for example, we will not recommend US clients to open a company or bank account in the lists of FATCA agreements;

c) Exchange of Information between EU Member States -Under European Law, EU 27 Member States will exchange information automatically in regarding to the banks and company registration data between EU Member States. Therefore, for example, we will not recommend clients from EU Member States to open a bank acccount or a company within EU member States;

5) Creation of business proof record – Under the tax law of Hong Kong, a Hong Kong establisted company is required to submit the profits tax return for assessment purpose. Submitting a tax return and assessing the company fincial affairs is not meant that it is required to pay tax, but converely it is to confirm under a legal way that you get approval of Hong Kong Tax Department that you are legal tax free. So you create a legal and reliable business proof from Hong Kong Tax Department that your wealthy comes from legal way.