SHENZHEN CHINA (WOFE) company:

THE GUIDE TO INCORPORATE SHENZHEN WOFE
WFOE stands for wholly foreign owned enterprise. If you want to invest in Shenzhen China, you don’t just turn to the relevant government departments for so many certificates and formalities, but turn to Guand Run, we don't just give you tailor-made service for your need but for your satisfaction. We are familiar with authorities’ formalities. We are able to finish the formation of your company to your satisfaction.  
OVERVIEW OF WFOE IN SHENZHEN
The Wholly Foreign Owned Enterprise (WFOE) is a Limited liability company wholly owned by the foreign investor(s). In Shenzhen China, WFOE were originally conceived for encouraged manufacturing activities that were either export orientated or introduced advanced technology. However, with China's entry into the WTO, these conditions were gradually abolished and the WFOE is increasingly being used for service providers such as a variety of consulting and management services, software development and trading as well. 
THE CONCEPT OF WFOE
wholly foreign founded enterprise means the foreign investors(including Hong Kong, Macau, Taiwan) established the enterprise within Chinese territory, in accordance with 《PRC Wholly Foreign owned Enterprise Law》, with capital provided solely by the foreign investor. The foreign investors refer to the foreign enterprise, individual or partner. (Including Hong Kong, Macau, Taiwan)

REFERENTIAL POLICIES OF WFOE in SHENZHEN
1) The company will enjoy tax holidays for the first two years since the company makes profit and enjoy half tax for the following three years;
2) Shenzhen is implementing the lowest preferential profit tax around the whole country. The enterprise income tax of manufacturing foreign-owned enterprises shall be levied at the rate of 15% .While the other area in China is usually 33%, in some coastal area the rate is 22%.
3) China’s tax law provides that a wholly foreign founded manufacturing enterprise is allowed two years exemption of corporate income tax starting from the year generating profits, and a half corporate income tax in the following six years. After the tax allowance policies expire, certified export enterprises whose export volume accounts for 70% or above of the current production are allowed a reduced rate of 10% of corporate income tax.
4) For some advanced –technology enterprises which engaged in the software development are allowed two years exemption of corporate income tax starting from the year generating profits, and a half corporate income tax in the following three years.
Certified advanced –technology enterprises are allowed two years exemption of corporate income tax starting from the year generating profits , and a half corporate income tax in the following eight years.
For the certified highly-supported advanced –technology enterprise are allowed five years exemption of corporate income tax starting from the year generating profits, and a half corporate income tax in the following five years.
5) There are some preferential policies when the wholly foreign owned enterprises buy the land which used for the workshop within Chinese territory.

COMPANY NAME
In Shenzhen China, only Chinese company names are officially used, while English company names are for reference only. NOT every name will be accepted by the Company Registry. And in China some sectors need special license, it is important for you to know the wording of a company name should be in conformity with the registered capital, such as with the words “international” or “investment” or “industrial” within a company name, the registered capital should more than RMB 10 millions, while “group” or “holding” more than RMB 30 millions.(The detailed information depends on the local stipulation) Your company name must be distinguished from the others registered name before.

BUSINESS SCOPE
One of the most important issues covered in the project documentation is the business scope of the WFOE. Business scope is narrowly defined for all businesses in Shenzhen China and the WFOE can only conduct business within its approved business scope, which ultimately appears on the business license. Amending the business scope requires further application and approval. General business scope usually includes, investment consulting, international economic consulting, trade information consulting, marketing and promotion consulting, corporate management consulting, science and technology , manufacturing, etc. With China's entry into WTO, more and more business is open to WFOE. Especially, trade, commercial and wholesale businesses are gradually granted to WFFE to enter into the Chinese markets. We confirms every Chinese name with Registry Department before you make a final decision.

 

REGISTERED AND PAID-UP CAPITALS
1)For the trading enterprises, the registered capitals are usually required as much as 500,000RMB or above; (the lowest capital is 30,000RMB)
2)For the manufacturing enterprise, the registered capitals are usually required 1 million RMB or above;
3)For the company of consultancy, technology, market research and development, the registered capitals are usually required RMB100,000 or above;
All of the registered capital can be paid in one time; (within 6 months after the date of the issuance of the Company’s business license) and can also be paid for many times in two years. In the first 3 months, 15% of the registered capital is mandatory. The terms of payment is determined by the volume of registered capital. The capital examination fees will be reduced if the terms of payment reduce. 

OPERATING PROCEDURE:

1) ENTRUSTING PROCEDURE
Step1: Fill in the application form (sign the agreement)
Step2: Entitle the company name
Step3: pay for the payment
Step4: submit the needed document
Step5: check the document
Step6: submit all the document to the government
Step7: inform the course
Step8: finished in the 30-50 working days
Step9: inform the customer to take the document
Step10: sign the receipt.

2) GORVERNMENT PROCESSING PROCEDURE
Step 1: Check the name from Industrial and Commercial Bureau (pre-reserve commercial number/ name checking)
Step 2: Approval of fire and environment authorities
Step 3: pre-approval
Step 4: Go to Bureau of Trade and Industry for the foreign investment approval certification
Step 5: Apply for the business license from Industrial and commercial bureau
Step 6: Apply for chops from Public and Security Bureau

Step 7: Apply for the Organization Code License from Bureau of Quality and Technical Supervision
Step 8: Apply for the registration license from State Administration of Taxation & Local Administration of Taxation
Step 9: Apply for the registration license/capital opening account license from State Administration of Foreign Exchange
Step10: Opening the capital account in the bank
Step11: Opening the basic account in the bank
Step12 Apply for the IMP & EXP registration license from Customs (if needed)

3) CUSTOMER PROCESSING PROCEDURE
Step1: Foreign investors director meeting resolution
Step2: Entitle the company name
Step3: Business scope confirmation
Step4: Registered capital confirmation
Step5: Shareholder confirmation
Step6: Appoint legal representative of Chinese company
Step7: Chinese office confirmation (consider fire and environment factors if needed)
Step8: Transact lawyer’s notarization and submit it to the authority dept to sign
Step9: Reference letter of bank
Step10: Entrust to transact
Step11: Inject the investment money to the capital account on behalf of investor
Step12: Capital verification
Step13: After-approval

DOCUMENTS REQUIRED FOR A WFOE

①For the trading enterprise, the following documents are required:
1) Board of directors’ meeting minutes or resolution
2) One proposed name (in Chinese), and provide two back-up names in case the first name is not available.
3) Detailed information about the business scope and registered capital;
4) Feasible study report;
5) Four original articles of association signed by members of the Board and with company chop;

6) Copies of the business license, certificate of incorporation;
7)The original and copies of identity certification of Chinese legal representative, and 2 color photos;
8) Two original bank reference letters (from investor's bank) indicating foreign investors’ creditability, issued within 6 months in both English and Chinese language;
9) Lawyer’s notarization (Notarized by the local notarization department and approved by the Chinese embassy or consulate in their country)
10) The office address: your own house property or the rented commercial building    (two original copies of lease with signature by Housing Management Authority, showing the recognized registered address of WFOE. The signing party should be in the name of WFOE or its legal representative; the purpose must be for commercial use)

② For the manufacturing enterprise, the following documents are required:
1-9 the same as above
10) Production address: your own house property or the rented commercial workshop (two original copies of lease with signature by Housing Management Authority, showing the recognized registered address of WFOE. The signing party should be in the name of WFOE or its legal representative; the purpose must be for workshop use)
11) Project reports are necessary for the approval by the relevant government department, such as, business service, environmental and fire departments.

③ For the abroad natural person, the following documents are required:
1) Board of directors’ meeting minutes or resolution of Investment Company;
2) Chinese company’s Legal representative, directors, supervisor and manager’s holding post original document &the copy of identity certification;
3) Lawyer’s identity notarization; (Notarized by the local notarization department and approved by the Chinese embassy or consulate in their country)
4) Two color photos of the legal representative;
5) Feasible study report;
6) Original articles of association signed by members of the Board and with company chop;
7) Two original bank reference letters (from investor's bank) indicating foreign investors’ creditability, issued within 6 months in both English and Chinese language.

OUR SERVICES
We provide one-stop tailored-made services for foreign companies which would like to set up wholly foreign owned enterprises in Shenzhen China. We provide the services as follows

1) 7 copies of Approval document
2) 2 copies of original articles of association signed by members of the Board and with company chop;
3) 2 copies of foreign invest enterprise approval license;
4) Both original and duplicate copy of business license;
5) Cachet, financial, custom and legal representative private chop;
6) Seal carving registration card;
7) Opening and canceling account confirmation;
8) Both original and duplicate copy of Organization Code License & card;
9) Registration license and form of State & Local Administration of Taxation;
10) Foreign exchange registration license and approval certificate;
11) Customs declaration registration certification;
12) Finance registration license and form.