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How to register a foreign-invested company in Shenzhen

How to register a foreign-funded company? Foreign investors in foreign-funded companies can be foreign companies.、Other economic organizations and individuals。Foreign-invested enterprises are established in China in accordance with Chinese laws,Therefore, it is different from the branches of foreign enterprises and other economic organizations in China.。A foreign-funded enterprise is an independent economic entity,Independent business,independent accounting,Bear legal responsibility independently。

in organizational form,Foreign-invested enterprises can be legal persons,Can also be an unincorporated entity,Foreign-funded enterprises with legal person qualifications,Obtain legal person status according to law,Its organizational form is generally a limited liability company,The liability of foreign investors to an enterprise is limited to the amount of capital they have subscribed.。

Foreign-funded enterprises that do not form a legal person organization,Can take the form of partnership and sole proprietorship,Partnership here refers to an enterprise established in China with joint investment from two or more foreign legal persons or natural persons.,Its legal basis applies by analogy to the provisions of the General Principles of Civil Law on individual partnerships and corporate joint ventures.。A sole proprietorship refers to an enterprise established by a foreign investor in China according to law.,Foreign investors have unlimited liability for corporate debts。

Sino-foreign joint ventures Sino-foreign joint ventures,by foreign companies、Other economic organizations or individuals,Same as Chinese enterprises or other economic organizations,Contractual enterprises organized in China。Conditions of cooperation between the parties、income distribution、Risk and loss sharing、Investment recovery and operation and management methods, as well as the ownership of the remaining property when the cooperation is terminated, etc.,are stipulated in the contract。

The important difference between Sino-foreign cooperative enterprises and Sino-foreign joint ventures is that,The investment or cooperation conditions of the cooperative parties may not be converted into equity or may be converted into equity.,But the income distribution、risk taking、Debt sharing and distribution of remaining property when the enterprise terminates, etc.,It may not be determined at all or not entirely based on the equity status of its investment.。The investment recovery method and operation and management method may also be different from those of joint ventures,Have greater flexibility。

Sino-foreign joint ventures Sino-foreign joint ventures,by foreign companies、Businesses and other economic organizations or individuals,same Chinese company、Enterprise or other economic organization,Co-investment in China、joint operation、Share profits、Risk-sharing equity limited liability company。Each investor shall invest in proportion to the registered capital.(Equity)Share profits and share risks and losses。

Wholly foreign-owned enterprise Wholly foreign-owned enterprise,by foreign companies、Other economic organizations or individuals,Enterprises established in China with all capital invested by foreign investors,Also known as Wholly Foreign-Owned Enterprises。All profits earned by the enterprise belong to foreign investors。

Foreign Investment Co., Ltd. Foreign Investment Co., Ltd.,The entire capital consists of equal shares,Shareholders are responsible for the company based on the shares they subscribe for,The company shall be liable for the company's debts with all its property。Corporate legal persons in which the shares purchased and held by foreign shareholders account for more than 25% of the company's registered capital。The company can be established through initiation or fundraising。

foreign-invested company foreign-invested company,Companies established by foreign investors in China as sole proprietorships or joint ventures with Chinese investors to engage in direct investment。The company form is a limited liability company。

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Require

Documents: Copy of investor’s business license(You need to go to the Chinese embassy in the local area for notarization.) 2. Original copy of the foreign bank’s credit certificate for the investor; 3. Investor commitment letter and company introduction; 4. Application for establishment; 5.financial statements(Companies established for more than one year need to submit); 6. The investor’s audit report for the past year audited by an accounting firm; 7. Articles of association signed by investors、feasibility study report; 8. The original appointment letter of the company’s board of directors and a copy of the director’s identity certificate; 9. Company board of directors list; 10. Proof of legal person identity of the investor(or passport)a copy; 11. Documents for the proposed establishment of a legal person in Shanghai、Copy of ID、CV、photo; 12. Copies and photos of financial personnel’s identity certificates and employment certificates; 13. Authorization letter authorizing someone from China to sign(if not,No need to submit); 14. Company house rental contract and copy of real estate certificate; 15. Letter of authorization entrusting the Hunan-Shanghai Enterprise Registration Center to handle the formalities; List of materials required for wholly foreign-owned enterprises(middle、English introduction) Materials For Establishing Foreign-Funded Enterprise 1. Registration certificate of investor Business license One copy of business license of investors 2. One copy of identification card of the representative of the investment method (or passport) of the chairman of the investor 3. Proof of identity of board members of the new company(or passport copy), One copy of identification card (or passport) 4. Signed by the representative of the investment method,Two copies of the authorization letter stamped by the company(original) The Appointment and Authority should be singed by the legal representative of investor 5. Outline of the investor Outline of the investor (total volume of trade, operation scope, annual profit) 6. A credit certificate must be issued by the investor’s bank.(Two originals) If investor wants to stable the enterprise off producing or processing and warehousing, one bank financial credit certificate of investors (needed the original) 7. One copy of identification Card (or passport) of the person will be authority TOP Information required for foreign parties to invest in the establishment of Sino-foreign joint ventures in the form of overseas enterprises: 1、Information required by overseas enterprises (1)Original minutes or resolutions of the overseas company’s board of directors; (2)Copy of overseas company certificate; (3)Two original bank credit certificates issued by the bank where the overseas company has an overseas account.,Need to be translated into Chinese; (4)Two original copies of overseas company information notarized by a lawyer,A complete set of information for overseas companies must be submitted to an agency recognized by the Ministry of Justice of China for certification.,If it is an overseas company, it is also required to provide the Chinese Embassy in the local area.(consulate)Preparing for signature; The content of the notarization must reflect the company’s establishment information and shareholder structure.(Board member information),Authorized signatory information。

(5)Overseas company company seal(spare,For stamping application information) 2、Information that Chinese companies need to provide (1)Original minutes or resolutions of the board of directors of the Chinese company; (2)5 copies of Chinese business license(Two copies stamped with company seal);Two copies of the tax registration certificate and two stamps (3)Company seal of Chinese enterprise(spare,For stamping application information); (4)An original copy of the Chinese credit certificate 3、Information required by both parties to the joint venture (1)Joint venture agreement between the two parties; (2)Determine the name of the joint venture company; (3)Determine the registered capital and business scope of the joint venture company; (4)Joint venture feasibility report; (5)Articles of Association and Contract of the Joint Venture Company(Our company can assist in drafting); (6)The original and 6 copies of the identity certificate of the legal representative of the proposed Sino-foreign joint venture company; (7)The board of directors provides a list of all directors and copies of their identity documents(Chairman、Vice Chairman、General manager、Supervisors); (8)1 original copy of the lease contract and 3 copies of the property ownership certificate(The property ownership certificate reflects the supervision number page and the property rights number page.)。

Note:lease contract

Require

:The proposed Sino-foreign joint venture company must be the lessee,The rental contract can be signed by the legal representative of the joint venture company;30More than square meters;Lease term more than one year;For commercial use; Materials required for branches Foreign-funded branch procedures Name check→License application→Organization code certificate→Tax registration certificate Materials required by each department Name check Name table(Industrial and commercial forms) Copy of the business license of the head office Information required by the branch 1、name list 2、application(A set of forms for business and industry) 3、Copy of the Articles of Association of the head office 4、A copy of the head office’s business license 5、Lease contract proving the use of branch business premises、Copy of property ownership certificate 6、A copy of the office document and identity certificate of the head of the branch issued by the head office and two 2-inch photos. The copies must be stamped with the official seal.(If the industrial and commercial needs to see the original document, it is necessary to bring the original document for verification.) Organization code processing, copy of the business license of the head office with original for verification,Copy of legal person’s identity,Copy of agent’s identity,You also need to fill in an application form and the required materials for applying for a tax registration certificate.: 1、Copy of branch business license 2、Copy of branch organization code 3、Copy of tax registration certificate of head office 4、Copies of valid identity documents and contact numbers of the person in charge and financial person in charge 5、Copy of property ownership certificate and original lease contract (Note:The above information is in duplicate) 6、Tax registration form stamped with the official seal of the applicant. The above copy must be accompanied by the original for verification.,The copy must be stamped with the official seal. Edit this paragraph. Tax incentives. Tax incentives for foreign-invested enterprises include::4aspects。

(one)Preferential tax policies for imports 1. For foreign-invested enterprises producing<<国家高新技术产品目�>> Products imported for self-use and the technology and accessories imported with the equipment in accordance with the contract,spare parts,remove<<国内投资项目不予免税的进口商品目Except for the products listed in �>>,Exemption from customs duties and import value-added tax. 2.The introduction of foreign-invested enterprises belongs to<<国家高新技术产品目�>>Advanced technologies listed and software fees paid overseas as stipulated in the contract,Exemption from customs duties and import value-added tax. 3.For established encouraged and restricted Category B foreign-invested enterprises,Foreign Investment Research and Development Center,Technical transformation of advanced technology and product export-oriented foreign-invested enterprises,Import self-use equipment and supporting technologies that cannot be produced domestically or whose performance cannot meet needs within the original approved production and business scope.,Accessories,spare parts,Can be pressed<<国务院关於调整进口设备税收政策的通�>>(Guofa[1997]37Number)The regulations exempt import duties and import value-added tax.. 4.Research and development centers established by foreign-invested enterprises,Import equipment and supporting technologies for self-use that cannot be produced domestically or whose performance cannot meet needs within the total investment amount,Accessories,spare parts,Can be pressed<<国务院关於调整进口设备税收政策的通�>>(Guofa[1997]37Number)The regulations exempt import duties and import value-added tax.. (two)Preferential tax policies for exports (For details, please refer to the reference material "Compilation of Preferential Tax Policies for Foreign-Invested Enterprises")。

(three)Preferential tax policies for income tax 1. Foreign-invested enterprises and foreign enterprises fund research and development funds for unrelated scientific research institutions and universities.,reference<<中华人民共和国外商投资企业和外国企业所得税The tax treatment of donations in �>>,The full amount can be deducted when the sponsoring enterprise calculates the enterprise's taxable income. 2. The technology development expenses incurred by foreign-invested enterprises in China in the year when they carry out technology development actually increased by 10% compared with the previous year.(Contains 10%)above,Reviewed and approved by tax authorities,It is allowed to deduct 50% of the actual amount of technical expenses incurred in the current year against the taxable income of the current year.. 3.Since January 1, 1999,will be from<<中华人民共和国外商投资企业和外国企业所得税法实施细�>>Article 73, paragraph 1(one)Item 3: Regarding energy sources,transportation,Productive foreign-invested enterprises in port construction projects,After approval by the State Administration of Taxation,Provisions to levy income tax at a reduced rate of 15%,According to the original provisions, only those located in coastal economic development zones or special economic zones can enjoy this preferential policy.,The scope of foreign-invested enterprises located in the old urban areas of cities where economic and technological development zones are located or in other areas specified by the State Council has been expanded to all regions across the country.. 4.Rent paid under aircraft leasing contracts signed before September 1, 1999 between my country's airlines and foreign investors is exempt from withholding income tax.. 1999Rent paid under aircraft leasing contracts signed after September 1, 2019,celebrate the basis<<中华人民共和国外商投资企业和外国企业所得税�>> and its implementation details and other relevant provisions on the collection of withholding income tax. Taxes shall be withheld and paid by civil aviation enterprises in accordance with the relevant provisions of the tax law.. 5.For state-encouraged foreign-invested enterprises located in the central and western regions,Within three years after the expiration of the current tax preferential policies,Corporate income tax can be levied at a reduced rate of 15%.


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