笨Ben的部落格

Fees and Procedures for Setting up a FICE in Beijing, China

 

 

Unless otherwise indicated, the FICE mentioned in this quotation refer to a limited liability company formed and registered in Beijing, China in accordance with the China Company Law and the related regulations and wholly owned by one or more foreign companies or individuals. A FICE in the form of a limited liability company is by far the most popular investment vehicles in China amongst foreign investors. 

 

Summary

 

This quotation applies to situations where a foreign investor intends to set up a company in Beijing, China to carry out business of a trading nature, including retailing, wholesaling, import and export, distribution and agency and that nothing special licence or permit other than the business licence is required. A foreign invested company registered in China for the purpose of carrying out the fore-mentioned activities is commonly known as a “FICE”.

 

Our fees for handling the formation and registration of a FICE in Beijing, China are RMB19,200 which cover the services listed in Section 1(1) of this quotation. Our service fees, however, do not include the payment official registration charges, setting up Internet Banking Facility, legalisation of identity documents of the shareholder/member of the FICE.

 

The materials required for the registration of a FICE in Beijing mainly include legalised identity documents of the shareholder/member, a lease agreement of the office space to be used by the FICE. A detailed list of the materials is detailed in Section 4 of the quotation.

 

The whole process for the registration of a FICE in Beijing, China takes 12 to 16 weeks. It should however be noted that most of the procedures are subject to approval by the government departments and therefore some of the procedures may take longer than expected.

 

If the business activity to be conducted by the FICE requires special licence or permit, we may need to adjust our fees and the time required may need to be extended accordingly.

 

1.      Estimated Service Fees and Costs

 

(1)     Registration Service Fees

 

Our fees for handling the registration of a FICE in Beijing, China is RMB19,200. In particular, our fees cover the following services:

(1)  Preparation of registration application documents;

(2)  Performing name availability search;

(3)  Application for approval of name;

(4)  Application for MOFCOM registration;

(5)  Application for business licence;

(6)  Carving of company chop and personal chop of the legal representative;

(7)  Setting up basic RMB bank account;

(8)  Handling foreign exchange registration;

(9)  Setting up foreign currency capital account;

 

In any case where the products to be traded by the FICE requires special permit or licence, we may need to revise our fees accordingly.

 

(2)     Official Filing Fees

 

The fees quoted in 1(1) above do not cover official filing fees to be paid to different government department and the official filing fees are estimated to be around RMB1,500, assuming a registered capital of RMB1 million.        

 

(3)     Legalisation Costs

 

Our fees stated above also do not cover the legalization of the identity documents of the shareholder/member of the Beijing WFOE. Kaizen is able to arrange the legalisation of identity documents for company or individual registered or resided in Hong Kong, Singapore, Taiwan, British Virgin Islands, Cayman Islands and Bermuda and a few other countries. Fees for legalisation will be quoted upon request.

 

(4)     Application of Internet Banking Service

 

Our service fees stated in Section 1(1) also do not cover the application of internet banking service. Should you decide to engage us for the above service, we will charge a fee of RMB1,000.

 

(5)     Translation Costs

 

Our service fees stated in Section 1(1) do not cover translation costs for translating the documents prepared by you from other languages to Chinese or translation of registration documents from Chinese to other languages. Kaizen can arrange the translation and our fees will be quoted upon review of the documents that need to be translated.

 

(6)     Foreign Trade Operator Registration

 

A FICE is required to complete the following Foreign Trade Operator Registration procedures before it is allowed to commence its import and export business. Our scope of services:

(a)     Handling customs registration procedures.

(b)     Filing Foreign Trade Operator Registration Form with the Trade and Industry Bureau.

(c)     Handling E-Port registration procedures.

(d)    Handling registration with Foreign Exchange Control Bureau.

(e)     Handling inspection and quarantine registration.

(f)     The whole procedures will be completed within one month if everything runs smoothly.

 

Our fees for the above services are RMB5,000, which do not cover government charges estimated to be around RMB1,500.

 

(7)    Qualification of VAT General Taxpayer

 

A FICE is considered as a VAT small scale taxpayer when it is incorporated.  If you want to be treated as a general taxpayer, then you shall apply for VAT general taxpayer qualification accordingly. Kaizen could also help you to apply for such qualification. Our fees for handling the application for VAT General Taxpayer Qualification are RMB3,000.

 

A summary of the fees stated above is provided in Schedule 1 to this quotation.

 

2.      Payment Terms and Methods

 

Upon receipt of your order, we will issue an invoice to you for your settlement. We require full payment in advance.

 

If China or Taiwan official tax invoice is required, Value-Added Tax or Business Tax at the prevailing rate in the respective jurisdiction will be charged.

 

3.      Basic Structure of a WFOE in Beijing

 

The minimum requirements of a WFOE in Beijing, China are as follows:

• One shareholder, one director, one supervisor and one business address
• Shareholder can be natural person or corporation and no restrictions on nationality
• Director must be a natural person with no restriction on nationality
• Supervisor must be a natural person with no restriction on nationality
• Shareholder can be appointed as director
• A person cannot act as director and supervisor at the same time
• Minimum registered capital is RMB10,000

 

4.      Required Documents and Materials

 

The following materials are required for the registration of a FICE in Beijing:

 

(1)     Name of the company to be registered

 

The name of company to be registered in Shenzhen must follow the format “Beijing + Business Name + Principal Business Activity + Limited”. For example, “Beijing Kaizen Trading Limited” or Kaizen Trading (Beijing) Limited.

 

(2)    Particulars of the Shareholder

 

If the shareholder of the Beijing FICE is another company, please provide the particulars of that company, including the principal business activities, business address, contact numbers and name and nationality of its managing director.

 

(3)     Legalised identification documents of the shareholder

 

Two sets of legalised identity documents of the foreign shareholder/members of the proposed FICE. If the shareholder is a corporation, the identity documents required to be legalised are its incorporation documents. In the case the shareholder is an individual, the identity document required to be legalised is his/her passport (for foreigner) or mainland travel permit (for Hong Kong, Macau and Taiwan resident). The investor’s identity or incorporation document shall be legalised by the Chinese Embassy or Consulate in the country where the investor is resided or registered.   

 

(4)     Organisational Chart and Beneficiary Owner

 

An organisation chart and particulars of the ultimate beneficiary owner of the Beijing FICE.

 

(5)     Legal Representative

 

A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national) and full residential address of the legal representative.

 

(6)     Supervisor and General Manager

 

A photocopy of the identification document (i.e. passport for foreigner or national identity card for Chinese national) and a full residential address of the supervisor and the general manager.

 

(7)    Director(s)

 

A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national) and full residential address in respect of each director.

 

(8)     Amount of Investment/Registered Capital of the China Company

 

There is no minimum capital requirement for company incorporation and the paid-up capital registration system has been replaced by a subscribed capital registration system. In spite of this, you are still advised to set the registered capital as no less than RMB500, 000 or its equivalents for easy approval and for covering the daily operation costs of the FICE before it earns profit.

 

(9)     Tenancy agreement

 

Two sets of Tenancy Agreement of the office premise to be used by the proposed FICE. Please note the agreement shall be registered with local estate leasing administration authority and the agreement shall clearly indicate the premise is for office use only and the lease term shall not be less than 12 months;

 

(10)   Scope of Business

 

A summary of the scope of business and the scale of business of the proposed FICE, including its business model, locations of suppliers and customers, products to be imported, exported or distributed.

 

(11)   Particulars of Preferred Banker

 

Please provide the name of preferred bank and the designated branch at which the bank accounts of the Beijing FICE is to be established.

 

5.      Procedures for Establishing a Beijing FICE

 

(1)   Preliminary

 

(a)     Lease of Office Space

Firstly, the investor will have to enter into a tenancy agreement in relation to the office space to be used by the Beijing FICE.

 

(b)     Legalisation of Identity Documents of the Shareholder

The investor is also required to arrange to have the identity documents of the shareholder legalized by the Chinese Embassy or Consulate in the country where the shareholder is registered/resided. 

 

(c)     Other Documentation

The investor at the same time needs to prepare other documents, such as photocopies of the passport / identity card / mainland travel permit of the director, supervisor, legal representative and (general) manager.

 

(2)     Application for Business Licence

 

(a)     Name Search and Reservation

The registration process of a FICE in Beijing starts with name availability search and reservation of the preferred name with the Beijing Administration Bureau for Industry and Commerce (BAIC).  This is called "Name Pre-approval" in China. 

 

 (b)    Examination and Approval

Upon receipt of the Name Pre-approval, Kaizen will then submit an application to the examination and approving authority for a project approval and certificate of approval for the establishment of the FICE.

 

(c)     Registration for Business License

Upon receipt of the certificate of approval, Kaizen will then proceed to apply for a business licence for the FICE from the BAIC. Once the business license is issued, the FICE is deemed to be a legal person duly organised and existing under the PRC law and will have full operational rights to operate a business in China within its scope of business.

 

(3)     Post Registration Stage

 

(a)     Carving of Company Seal and Chops

Application for Approval for making of Office Stamp (Office Seal) from the Public Security Bureau and arrange the carving the company seal and chops.

 

(b)     Foreign Exchange Registration

         Application for registration with the Administration Bureau for Foreign Exchange.

 

(c)     Opening of Bank Account

Opening of one capital account, one RMB basic account and/or tax paying account with a bank of your choice in Beijing, China.

 

(d)    Tax registration

Application for registration with the state and local tax office and obtain tax registration certificate.

 

(4)     Extra Procedures for FICE

 

(a)     Foreign Trade Operator Registration

The FICE are required to complete the following Foreign Trade Operator Registration procedures before it can start its import and export business.

 

(b)    VAT General Taxpayer Qualification

A FICE is considered as a VAT small scale taxpayer when it is incorporated.  If you want to be treated as a general taxpayer, then you shall apply for VAT general taxpayer qualification accordingly.

 

6.      Estimated Time Frame

 

The whole registration process would take around 12-16 weeks. The table below shows the estimated time frame for each of the steps for the registration process.

 

Step		Description	Who is Responsible	Working Days
Preliminary
1		Legalisation of identity documents of the investor	Investor	Investor’s schedule
2		Tenancy agreement (for the office to be used by the FICE)	Investor	Investor’s schedule
3		Other documents	Investor	Investor’s schedule
Application for Registration
4		Perform name availability search	Kaizen	1
5		Name pre-registration	Kaizen	1
6		MOFCOM online registration	Kaizen	3-6
7		Application for FICE business licence	Kaizen	3-6
8		Application for approval and carving of company seals	Kaizen	2
9		Opening of RMB basic account and capital account	Kaizen	15-20
10		Perform foreign exchange registration	Kaizen	10
11		Tax registration	Kaizen	10
Additional Registration Procedures
12	Foreign trade operator registration		Kaizen	20
13	Application for VAT general taxpayer qualification		Kaizen	5
Around 12 - 16 weeks

 

 

7.      Certificates and Materials obtained after Registration

 

         After the FICE is officially registered, it will obtain the following certificates and documents to prove its legal existence and to carry out its daily operation.

(1)     Certificate of Approval (Original, Duplicate)

(2)     Business Licence (Original, Duplicate, IC Card)

(3)     Organisation Registration Certificate (Original, Duplicate, IC Card)

(4)     Taxation Registration Certificate (Original & Duplicate) 

(5)     Financial Registration Certificate (Original & Duplicate)

(6)     Foreign Exchange Registration Certificate (Original & IC Card) Foreign

(7)     Exchange Approval Letter 

(8)     Articles of Association

(9)     Company Seal  

(10)   Financial Seal

(11)   Legal Representative Seal (optional)

(12)   Contract Seal (optional)

 

8.       Compliance Requirements of a FICE in Beijing

 

After a FICE is officially registered in Beijing, it is required to comply with various monthly, quarterly and annually filing and reporting requirements. These filing requirements include monthly tax filing, filing of annual audit report, which has to be issued and signed off by a local CPA firm, filing of annual tax reporting to the State Administration of Tax Bureau and filing of annual report to the business licensing bureau etc. In any case if any of these annual compliances are not handled in a timely manner, the FICE may subject to penalties or at the risk of getting their license suspended or cancelled by the BAIC.

 

Kaizen is well equipped with experienced personnel and capable of providing all the services that your Beijing FICE may need, including but not limited to monthly book-keeping, preparation of tax computation and filing of various tax returns and also performing annual tax clearance and etc. please contact one of our professional accountants for details.

 

 

 

 

SCHEDULE 1 - SUMMARY OF FEES AND COSTS

 

 

Item	Description		Amount RMB
1	Our service fees for FICE registration (Note 1)		19,200
2	Official filing/registration fees for FICE registration (Note 2)		1,500
3	Application for internet banking service		1,000
4	Legalisation costs for the investor		TBC
5	Application for Foreign Trade Operator Registration		5,000
6	Official filing/registration fees for Foreign Trade Operator Registration ((Note 2))		1,500
7	Application for VAT General Taxpayer Qualification		3,000
8	Translation fees		TBC
9		Disbursements	500
TOTAL			31,700 up

 

Note:

1.      If the business to be conducted by the WOFE in Beijign requires special licence or permit, Kaizen we handle the application those and our fees will be quoted upon request.

2.      The government fees are estimated based on a registered capital of RMB1 million. We will collect it before the commencement of services and any shortfall will be billed after completion of registration of the WFOE.

3.      If Chinese tax invoice is required, a Value Added Tax and Surcharges of 7.5% would be applicable;

 

 

 

 

 

If you wish to obtain more information or assistance, please visit the official website of Kaizen CPA Limited at www.kaizencpa.com or contact us through the following and talk to our professionals:

Tel: +852 2341 1444

Mobile: +852 5616 4140, +86 152 1943 4614

WhatsApp/ Line/ Wechat: +852 5616 4140

Skype: kaizencpa

Email: info@kaizencpa.com