Guangzhou Company Registry
Guangzhou Company Registry-Definition of WFOE
The Wholly Foreign Owned Enterprise (WFOE) is a limited liability company wholly owned by the foreign investor(s).The foreign investor(s) can be a nature person or a legal entity. Investor(s) from Hong Kong, Macau, Taiwan is also defined as the foreign investor(s).
Guangzhou Company Registry-Company Name inquiry
Company name of WFOE consists of four parts which are administrative division, name, Industry expression and limited. Your company name must be unique in the same industry and administrative division .Company name is related to register capital and business scope. For some sectors such as education, logistics, medicine and food industries, a special pre-approved license is needed. Only with 10 million, the word Guangdong can be registered. If the word “China” is within the company name, it is required to be pre-approved by SAIC (State Administration for Industry and Commerce).
Guangzhou Company Registry-Company Business Scope
One of the most important issues in WFOE application is business scope. Business scope needs to be defined and the WFOE can only conduct business within its approved business scope, which ultimately appears on the business license. Any amendments to the business scope require further application and approval.
Shareholder, Legal Representative, Supervisor, Director and Manager
A shareholder could be a nature person (foreign individual) or a legal entity (foreign company)
The legal representative represents the interests of the enterprise as a legal person，exercises legal right in accordance with the will of the enterprise. An enterprise as a legal person endows the legal representative with authority, assumes civil liability for the normal activities of legal representative.
Supervisor’s duty is that check the company’s financial condition; supervise executives’ behavior of performing his duties, propose suggestions on dismissing any director or senior manager whose behavior is contrary to laws and regulations, articles of incorporation or shareholder meeting resolution, etc.
Directors, the manager and financial officers shall not serve concurrently as supervisors，while the director, the manager and legal representative could be the same person.
Documents Required for company registration
3x original Certificate of Incorporations, Articles of Incorporation or Equivalent document notarized by local lawyer and endorsed by Chinese embassy or consulate. For individual investor: 2x original Passport copies of Investors need be notarized by local lawyer and endorsed by Chinese embassy or consulate.
2x original Bank Reference Letters from investor’s bank (declare a good standing)
The latest annual audit report copy from the parent company provided by a Certified Public Accountant (CPA) (For the parent company established over one year)
Office address in China, 2x original leasing contracts, 2x copies of of house property certificate with company stamp or signature of lesser and 2x landlord identification documents (The lessee should be acted by legal representative or investor. The area is required no less than 30 ㎡ and for commercial use only with more than one year’s rent and the lease contract should be endorsed by local Housing Management Authority)
Passport copy or ID card of: (i) Parent company's director (ii) Guangzhou Company's Legal Representative (iii) Guangzhou Company's supervisor (iv) Guangzhou Company's director and (v) Guangzhou Company's manager
Guangzhou Company's Legal Representative provides: 6 photos (2 inches size),
Registered capital; Business Scope; 6 proposed Chinese names of Guangzhou Company
Government Processing Procedure
Name registration with Guangzhou Administrative Bureau of Industry and Commerce
Approval application from the Fire and Environment Bureau for manufacturing industry
Pre-approval for some special industries
Certificate of Approval issued by Bureau of Foreign Trade and Economic Cooperation of Guangzhou Municipality
Business License issued by Guangzhou Administrative Bureau of Industry and Commerce (GZABIC).
Apply for stamps with the Public Security Bureau
Organization Code License issued by Quality and Technical Supervision Bureau
Tax Certificates issued by National & Local Tax Bureau
Foreign Exchange Registration Card issued by State Administration of Foreign Exchange (SAFE)
Apply for the permits for the bank account opening，open foreign currency and RMB account
Financial Registration Certificate issued by Finance Bureau.
Processing Time for WFOE
Manufacturing enterprise: 50-70 working days (the time of approval papers application from the fire & environmental protection bureaus is not included)
Trading and service enterprise: 50-80 working days
The International Bureau checks that the international application complies with the requirements of the Agreement or Protocol and the Common Regulations, including requirements relating to the indication of goods and services and their classification, and that the required fees have been paid. The Office of origin and the applicant are informed of any irregularities; these must be remedied within three months, otherwise the application will be considered abandoned.
Where the international application complies with the applicable requirements, the mark is recorded in the International Register and published in the Gazette. The International Bureau then notifies each Contracting Party in which protection has been requested.
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