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Company Formation in China

Entity Type: Foreign Invested Limited Liability Company


Name Details

Does the name of the company require approval by the Registry or other authorities?

A company name pre-approval is required from the administration for industry and commerce (“AIC”).

How many prospective names will you require?

Usually one proposed name and three to five backup names.

Are there any restrictions or limitations on words that can be used in company names?

A name must be composed of the name of the place (usually municipal level), the trade name, industrial sector and organizational form in the above mentioned sequence, unless otherwise provided for by law.
The names must be in Chinese characters and must not use foreign words, the Chinese phonetic alphabet or Arabic numbers.
The English name of the company cannot be registered and therefore is not an official name of the company.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

Yes. The company must have premises which are suitable for the business. The company needs to provide lease documents or title certificates to evidence such premises.

If the client has no physical location incountry, can they use your address for the purposes of registration?

No.

Officer Details

How many Directors are required?

3-13 for a board of directors or a sole executive director for small companies.

Are any other officers required (i.e. Secretary)?

A board of supervisors, or 1-2 supervisors for small companies. Managers are optional, although they are compulsory used for JVs and, for EJVs, the GM and deputy GM must be appointed separately by each of the JV partners . Secretary is not required.

What personal details will you need for each officer?

Passport/ID card copy for all the directors, supervisors and managers.
Telephone number and mobile phone number of the legal rep, AIC contact person and financial manager

Is there a requirement for any in country resident directors?

No.

Do you need proof of address or Identity for officers? If YES, in what format?

Yes. Passport/ID card copy for all the directors, supervisors and managers is required.

Shareholders Details

How many shareholders are required?

1-50, depending on the nature of the entity.

Are there any restrictions on who can be a shareholder?

Generally no. However, depending on the industry the company is to engaged in, there may be some restrictions in respect of experience and size of the shareholder.

What information will you require about shareholder?

Notarized and legalized certificate of incorporation and board resolution of the shareholder to appoint the authorized representative for signing on behalf of the shareholder
The ownership structure of the group and the ultimate shareholder shall be listed company or individual.

Will you require proof of address or ID from the shareholders?

Certificate of incorporation for company shareholder or identification documents for individual shareholder, which must be notarized and legalized by the local Chinese embassy or consulate.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

Limited liability companies do not issue shares, but rather have registered capital. There’s no minimum amount of registered capital, but it shall comply with the business scale. There’s no deadline for the contribution of the registered capital, but it shall still comply with the business scale.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

Stamp duty is not applicable in this instance.

Other Details

Do you require any further information about the company or its officers? If YES, please specify.

WE need to know the business scope, estimated staff number of the company.

Timescale

How long will it take to complete incorporation?

It depends on the type of entity to be established, the business industry of the company, the location and the scale of investment. The time can be from 2 months to several years.

Is there any way to expedite the incorporation for an extra fee?

No.

Costs

Fees for Incorporation

The fees for incorporating a wholly foreign owned consulting company in Shanghai are
approximately GBP20,000-25,000. The fees will be higher if more than one shareholder is involved, or if additional government approval is required. Fee for incorporating other entities in China vary according to the type of entity in question.

Anticipated Disbursements/Expenses
Agent service fees of approximately GBP 18003,000, plus government charges


Latest version updated 2nd May 2018

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