Western Management 12 Offices Since 1979 Over 120 Professionals Setting up a business in China Klako Group International Accountants and Management Consultants China, Hong Kong and Singapore Beijing Chengdu Dalian Guangzhou Hangzhou Hong Kong Shanghai Shenzhen Singapore Tianjin Miami Munich
Table of Contents Setting up a Business in China 1. Types of Entities 2. Legal Status 3. Parent Company Requirements 4. Business Scope 5. Capital Requirement 6. Corporate Structure 7. Employment of Foreign Nationals 8. Employment of Hong Kong, Taiwanese and Macanese Nationals 9. Employment of Mainland Chinese 10. Accounting Requirements 11. Tax Obligations 12. Annual Maintenance Obligations 13. Why use a LLC versus a Representative Office (ROs)? 14. Legal Structuring of the China Business 2 3 3 3 4 5 6 6 6 6 7 8 9 10-13
Setting up a Business in China China s thriving economy is attracting an increasing number of foreign investors who set up business entities in the country. The country s accession to the World Trade Organization in 2001 has accelerated economic reforms and approval procedures for foreign investment projects are being simplified. However, setting up in China can be a challenge without profound knowledge of the country. With Klako Group, you have an experienced business partner who can help you successfully establish your business in China. Our consultants specialize in setting up Representative Offices, Wholly Foreign Owned Enterprises, Foreign Invested Commercial Enterprises and Joint Ventures throughout China. In addition, we offer continuous support to your China business by providing accounting services, tax filing, recruitment, payroll outsourcing as well as consulting services and China market research. We have found that many companies are confused by the type of structures available when entering the China market. Here below we have listed the main issues that should be considered when entering the market: Types of Entities Legal Status Parent Company (Shareholder) Requirements Business Scope Capital Requirement Corporate Structure Employment of Foreign Nationals Employment of Hong Kong, Taiwanese and Macanese Nationals Employment of Mainland Chinese Accounting Requirements Tax Obligations Annual Maintenance Obligations Why use a LLC versus a Representative Office?
1. Types of Entities A Limited Liability Company (LLC) is a company liable up to its registered capital amount. A LLC can take the form of a Wholly Foreign Owned Enterprise, a Foreign Invested Commercial Enterprise, a Domestically Invested Enterprise or a Joint Venture. Wholly Foreign Owned Enterprise (WFOE) - owned solely by a foreign investor (s) Management Consulting Company Information Technology Recruitment Architecture and Design Logistics Restaurants Foreign Invested Commercial Enterprise (FICE) - is a WFOE which handle import and export functions Wholesale Trading Retail Trading Ecommerce Trading Manufacturing Domestically Invested Enterprise (DIE) - owned solely by mainland Chinese investor(s) Joint Venture (JV) - owned between a foreign investor and a mainland Chinese investor Foreign Invested Partnerships (FIPs) - a foreign invested partnership is an enterprise, where foreign companies and individuals are permitted amongst themselves or in partnership with China domestic individuals or entities to directly establish foreign invested partnerships (FIP) in China. Representative Office (RO) - a liaison office which is tied to its parent company (i.e. a shareholder which is overseas and must be a corporate entity not individual).
2. Legal Status A Limited Liability Company is an independent PRC legal entity and is legally responsible for all its activities. This includes Wholly Foreign Owned Enterprise (WFOE), Foreign Invested Commercial Enterprise (FICE), Domestically Invested Enterprise (DIE), a Joint Venture and a Foreign Invested Partnership. A Representative Office (RO) is not an independent PRC legal entity, but rather a type of liaison office with a limited range of authorized activities. The parent company of the RO is legally responsible for the activities of the RO. 3. Parent Company Requirements A LLC is invested by a shareholder which can be an overseas company, domestic company or even an individual. There are no requirements in regards to the status of the shareholder. A Representative Office can only be invested by an overseas corporate entity and this entity is required to have existed for over two years. 4. Business Scope A LLC may conduct business activities within the business scope of its business license as approved by the foreign investment approval authority and registered with the Administration of Industry and Commerce (AIC). Examples of Business Scopes can be found in the following section: Wholly Foreign Owned Enterprise (WFOE) Foreign Invested Commercial Enterprise (FICE) A Representative Office (RO) is prohibited from engaging in directly operational business activities. A RO can only observe the market conditions. The new Regulations indicate clearly what the permissible activities are: Market research, product display and publicity activities relating to the foreign company s products or services, and Liaison activities relating to the sale of products or provision of services, and local procurement or investments, by the foreign company.
5. Capital Requirement The total investment is that necessary to realize the company s operations, while the registered capital is the equity pledged to the local authorities. Limited liability is recognized by the amount of registered capital injected into the LLC. These vary from industry to industry and also on a regional basis. Wherever you site your LLC, however, basic investment criteria remain the same, the government will look at the general viability of the project and a reasonable cash requirement for a particular type of investment. It should also be noted that Registered Capital is additionally the amount that is required by the business to operate until it can break even. There is a great deal of confusion over the term Minimum Registered Capital. The term is used by local governments as a guideline only, and as mentioned, the LLC needs funding via its registered capital until it is able to support itself from its own cash flow. If this does not occur, then the LLC runs out of operational capital - and this is a huge problem not easily rectified. There are additional issues with local governments, seeking foreign investment, not being fully aware of tax and customs requirements. It is vitally important you address the registered capital need against the businesses operational requirements and not against minimum specified amounts bandied about elsewhere. It is an operational cash flow issue, not a regulatory licensing matter. The Company Law and Accounting Regulations do not mention any specific ratio for registered capital contribution. Although a maximum may be 70% as new plant and machinery and 30% in cash, this is not written in stone, and the cash investment requirement may be higher. The government will require a numeric percentage expressed in the feasibility report and in the Articles of Associations. Injections of cash and plant only take place after the Business license is approved so it is a no-risk investment in terms of money up-front. The ratio requirement between total investment and registered capital is indicated by the authorities (see table) and must be specified in the WFOE s / FICEs Articles of Association and Feasibility Study Report, if applicable. Total Investment (in USD) Registered Capital: Total Investment Up to 3 million (including 3 million) At least 7:10 3-10 million (including 10 million) At least 1:2 10-30 million (including 30 million) At least 2:5 Over 30 million At least 1:3 Amount of Registered Capital (in USD) USD 500,000 or less USD 500,000 to USD 1 million USD 1 million to USD 3 million USD 3 million to USD 10 million Over USD 10 million Time Schedule 1 year after issuance of Business License 1.5 years after issuance of Business License 2 years after issuance of Business License 3 years after issuance of Business License 3 years after issuance of Business License The payment schedule of the LLC s registered capital also needs to be specified in the Articles of Association (also see table). The investor may choose to pay it as a lump sum or in installments. The difference between registered capital and total investment represents the debt of the investment and can be made up by loans from the investor for profit repatriation purposes. It is important to recognize Registered Capital amounts (your investment) should be measured against the businesses cash flow needs and not against minimum qualified amounts issued as guideline. A Representative Office has no capital requirement; it is only required to be funded by the parent company.
6. Corporate Structure The key positions which need to be appointed in the company are as follows: Shareholder has the highest authority of power. The shareholder appoints the Board of Directors (minimum of 3 people) or Executive Director (1 person only).the role of the Board of Directors or Executive Director set the agenda of the company s operations according to the shareholders decisions. The shareholder also appoints the Legal Representative who holds all power within an entity in China. This person will be held accountable for any issues that arise within the China entity. The Board of Directors or Executive Director appoint(s) the General Manager. The role of the General Manager is to perform the day-to-day operations of the China entity. A Board Member / Executive Director can hold the position as Legal Representative and/or General Manager. The shareholder appoints the Supervisor. The role of this position is to supervise the execution of company duties by the directors and senior personal management. To ensure there is no conflict of interest, a supervisor cannot concurrently hold the position of a Board of Directors / Executive Director, Legal Representative and General Manager. Shareholder Board of Directors/Executive Directors Supervisor Legal Representative General Manager For Representative Offices, a Chief Representative must be appointed by the parent company. The responsibility of the Chief Representative is that of a Legal Representative for a LLC. Shareholder Chief Representative
7. Employment of Foreign Nationals A LLC may directly employ foreign nationals by employment contracts. Foreign employees are not required to be registered with the Administration of Industry and Commerce. There is no limitation on the number of foreign nationals who may be hired by the Company. A Representative Office (RO) may directly employ foreign nationals; however they must all be registered with the Administration of Industry and Commerce. There is a statutory limitation that only four foreign nationals can be employed by the RO. 8. Employment of Hong Kong, Taiwanese and Macanese Nationals Hong Kong, Taiwanese and Macanese Nationals are considered as being Foreign Nationals. Similar to Foreign Nationals, a LLC may directly employ foreign nationals by employment contracts. Foreign employees are not required to be registered with the Administration of Industry and Commerce. There is no limitation on the number of foreign nationals who may be hired by the Company. A Representative Office (RO) may directly employ foreign nationals; however they must all be registered with the Administration of Industry and Commerce. There is a statutory limitation that only four nationals can be employed by the RO. 9. Employment of Mainland Chinese A LLC is permitted to employ the mainland Chinese nationals directly by signing employment contracts. The company can handle the social insurance activities directly. A Representative Office (RO) is not permitted to hire mainland Chinese directly. They must go through a 3rd party employment agency, who would handle all payroll issues for the staff, in particular the social insurance. 10. Accounting Requirements A LLC and a RO are now required to produce all financial management reports. A LLC has the ability to offset its expenses against its revenue as is typical in any LLC. A RO does not have the ability to offset its expenses and must in fact treat its expenses as profit.
11. Tax Obligations A LLC and a RO are now required to produce all financial management reports.. A LLC has the ability to offset its expenses against its revenue as is typical in any LLC. A RO does not have the ability to offset its expenses and must in fact treat its expenses as profit. Enterprise Income Tax (Profits Tax) A LLC must declare Enterprise Income Tax (EIT) on a quarterly basis with a rate of 25%. Value Added Tax (VAT) If a LLC applies for General Tax Payer status, the company can reclaim or offset the VAT on purchases and sales of goods. The VAT payable is due on a monthly basis. The VAT rate is fixed at 17%. The VAT payable is due on a monthly basis. If a Representative Office would be considered as an operational entity, the tax bureau could potentially require VAT payment without the ability to offset or reclaim amounts. Domiciliation & Management A Representative Office (ROs) is not allowed to generate revenue, their tax base for Enterprise Income Tax and Business Tax (BT) is presumed on the basis of their expenses. The presumed profit rate (no less than 15%) is used for calculation. ROs are required to assess EIT liability using the actual revenue method. Under the current rules, the deemed profit margin shall be no less than 15%, an increase from the previous deemed profit margin of 10 percent. Business Tax (BT) If a LLC applies for the ability to issue Service invoices, the company must pay a Business Tax of 5% on all its service invoice amounts. The business tax payable is due on a monthly basis. The Representative Office (RO) is liable for Business Tax (as mentioned above in the Enterprise Income Tax section) the calculation is based on the expenses of the RO. Surtax City Construction and Education Surtax Charges A LLC as well as a Representative Office are required to pay city construction tax and education surtax. These new applicable taxes are to assist with urban maintenance and construction, and are rated at 7 percent for urban areas, 5 percent for counties (towns), and 1 percent for other regions. There will also be a 3 percent education surtax that must be paid by both foreign and domestic companies. The calculation for these taxes would be the total turnover tax liability (including value-added tax, business tax and consumption tax) multiplied by the corresponding tax rate. The tax is payable monthly. Individual Income Tax (IIT) The employees within a LLC or a Representative Office must declare personal income tax on a monthly basis.
12. Annual Maintenance Obligations Annual Audit Requirements A LLC and a Representative Office must both perform end-of-year audit reports a financial report and a foreign exchange report. These must be issued no later than April 31st of each year. Annual Individual Income Tax (IIT) All employees of a LLC or a Representative Office must submit an annual income tax declaration form by March 31st of each year. A Representative Office A Representative Office (RO) must perform a RO Inspection which is also an analysis of the activities performed by the RO. The parent company s documents must be notarized and submitted to the Administration of Industry and Commerce prior to June 30th of each year. In addition a site visit of the RO s premises will be conducted within three months from the date of issuance of the RO Inspection Certificate. Business License / Registration Certificate Renewal Annual Profits Tax A LLC and a Representative Office must submit the annual profits tax analysis and declaration form by April 31st of each year. Annual Inspection A LLC must perform a statistical analysis in the form of an annual inspection which must be submitted to seven different government bureaus before June 30th of each year. All application documents can be prepared independently. A LLC and a Representative Office must submit the annual profits tax analysis and declaration form by April 31st of each year. A LLC must renew and have its Business License chopped on an annual basis. All application documents can be prepared independently. Annual Individual Income Tax (IIT) All employees of a LLC or a Representative Office must submit an annual income tax declaration form by March 31st of each year. Annual Inspection A Representative Office (RO) must perform a RO Renewal based on the renewal of the parent company s Business License. The process involves the renewal of all major certificates associated with the RO, such as the Registration Certificate, Enterprise Code Certificate and Tax Certificate. Documents from the parent company must be notarized.
13. Why use a LLC versus a Representative Office (ROs)? 1. China is enforcing further restrictions on ROs and are investigating them more intensely. If the foreign investor is not 100% within his legal parameters of operating a RO, it would be highly recommended to avoid such a structure. 2. As you can see from the comparison above between LLC requirements and RO requirements, the activities which need to be performed are almost identical, implying that ROs are no longer a cheap and easy form of entering the market. 3. LLC offers greater flexibility in terms of business scope, employment of foreign and mainland Chinese staff, tax optimization solutions compared to ROs. 4. LLC means you are a fully registered entity in China and are capable of handling all activities legitimately whereas a RO is now seen as a rather illegitimate vehicle. 5. For companies who are not clear on whether the China market is viable for them, it is still recommended to go straight to the LLC structure. Should the business become viable, the company can avoid the costs of closing down the RO and establishing the LLC as a brand new entity, which can be a rather complicated structure. 6. If you are not looking to have a real operational LLC, but only to handle the same functions that a RO would handle, then the LLC can be structured as a cost center as well. The business model would be: Year 1 of operation: The registered capital is the capital which needs to be injected into the LLC. This is used to pay off all initial startup costs and expenses advantage is that the registered capital has no tax liabilities and disadvantage is that the registered capital is the liability of the company. We recommend that the company calculate Year 1 worth of expenses and make this the registered capital amount. The capital can be brought in installments during a one year time frame and it has no tax liability. In comparison, a Representative Office pays tax from Day 1 of incorporation and it is approx. 12-15% of its expense amounts. As you can see already in Year 1 you can save taxes by establishing a LLC. Year 2, 3 and 4 of operation Once the registered capital is used up, the China company needs to invoice either the shareholder for covering its operational cost. The service invoice amount would equal the operational cost of the entity. The invoice could be issued monthly for ease of operation. Each service invoice would be subjected to a Business Tax and Surtaxes in China of approx.. 5.9% As you can see the company is paying 5.9% tax on the monthly expenses, whereas a Representative Office pays 12-15% tax on its expenses. Year 5 and onwards of operation Starting from Year 5, the invoice amount should be increased to operational cost + 2-3% margin. The reason for this is to avoid any suspicion with the related tax authorities. Should there be profit generated the profits tax would be 25%. In the end this is a long-term tax saving business model which has the same function as a Representative Office.
14. Legal Structuring of the China Business When a company grows to be international, the negative side of running suboptimal profit allocation strategies, among its entities, can be significant. If the company intends to reap the full benefit of an international presence, it should accurately, and in a timely manner, plan where to turn a profit. For some international businesses, structuring investments into China via Hong Kong can make a lot of sense. Concerns over direct exposure to China liabilities, ease of a future sale of a China investment, and certain tax planning and profit distribution capabilities can make the insertion of a holding company as part of your China strategy an interesting option. 14.1 Structuring investments into China via Hong Kong a. Are your competitors doing it? The United Nations Conference on Trade and Development publishes the statistics for foreign direct investment (FDI) each year. It s most recent report shows that in 2006, Hong Kong attracted 42.9 billion USD FDI, which places the metropolis at number two after China in Asia. The report also shows that Hong Kong receives more foreign investment than Singapore (24 billion USD) and India (17 billion USD) together. It is striking that the majority of Hong Kong s FDI is investment being transferred to China via a Hong Kong holding company. So what are the reasons why so many foreign investors choose Hong Kong as a conduit to invest into China? We have outlined why a China investment structure involving Hong Kong can be beneficial. b. Why are your competitors doing it? YOUR FOREIGN EXISTING COMPANY Ownership YOUR NEW HOLDING COMPANY IN HONG KONG To avoid your company having to rent an office or employ staff in Hong Kong, Klako Group can cost-effectively manage all functions of your Hong Kong Holding Company by providing company formation and subsequent outsourcing services such as accounting, tax, financial reporting and corporate compliance. Ownership YOUR COMPANY IN CHINA (WFOE, FICE OR JV)
14.2 Benefits of the structure a. Arms distance engagement with China and liability Hong Kong is the natural gateway to China due to its geographic location and its beneficial business, finance and legal systems. The Hong Kong holding company is fully liable for the China investment and protects your existing foreign company from all liability. b. Double Taxation Agreement Due to a Double Taxation Agreement (DTA) which has been signed between Hong Kong and mainland China in August of 2006, Hong Kong investors enjoy certain tax advantages when investing in China. In fact, the DTA offers one of the most favorable withholding tax rates to Hong Kong investors which makes Hong Kong an even more advantageous holding jurisdiction into the mainland. c. Tax benefits applying on Passive Income Royalties The recent DTA states that royalties received by your Hong Kong Holding Company from the China entity attract in China a business tax of 5% and a withholding tax of 7% (totaling 12%). Other Holding Company jurisdictions would have a business tax of 5% and a withholding tax of 10% (totaling 15%). This compares favorably against China s tax on profits of 25% which means that savings of up to 13% of your total net profit in China can be achieved. That said, these require profit repatriation structures to be built into the Articles of Association of your China entity together with supplemental agreements and contracts. It is recommended that these be written inside at the time of incorporation. Interest Income The recent DTA states that top rates for withholding tax on interest received by a Hong Kong business from the PRC has been reduced from 10% to 7%. This will benefit Hong Kong investors and reinforce the status of Hong Kong as an international financial centre. Compared to that, interest paid to a non-treaty country is subject to 20% withholding tax in China. Interest payments also attract a business tax of 5% in China. Dividends Starting from 1st January 2008, together with the new unified profits tax of 25%, China has reinstated a withholding tax on dividends payable by a Chinese subsidiary to its foreign investor. The withholding tax varies between 20% for non-tax-treaty countries, 10% for tax-treaty countries and 5% if the Chinese subsidiary s parent company is a Hong Kong entity and holds more than 25% of the Chinese company.
d. Restructuring China investment Any restructuring, reallocation or sale of part or all of the equity of a Hong Kong company is considerably more convenient than conducting these steps in a China entity and having to confront Chinese regulations which at times, have proven to be unsupportive or not responsive. e. Tax implications and ability to sell China investment without triggering Chinese regulations When selling the Hong Kong holding company, the company s shares are usually being transferred. Such transfers will attract Hong Kong stamp duty, which is a rate based on the company s value. If the Hong Kong holding company is held by a BVI registered company from the outset, then the transfer of the BVI Company s shares will not attract any stamp duty. In both scenarios, there will be no tax on capital gains. In case it should only be possible or necessary to sell the China business and not the Holding company the DTA also provides a tax exemption relief to the Hong Kong investors. Capital gains derived from the transfer of shares in Mainland companies will be tax free, provided that the following criteria are met: The shares transferred are less than 25% of the entire shareholding of the Mainland company; and The assests of the Mainland company are not comprised mainly of immovable property situated in Mainland China f. Ability to structure registered capital to earn tax free dividends in Hong Kong and your foreign company Dividends received by your Hong Kong holding company from your China entity are tax free as there is no dividends tax in Hong Kong. These dividends can remain in Hong Kong and can be used for further investment in the region or worldwide. (There is however a dividends tax in China in the form of a withholding tax as described above). The registered capital amount which must be paid into your China entity must be booked in its immediate holding company as registered capital. If your China entity makes a profit and your existing foreign company requires these profits to be transferred back home to be used as working capital, a Hong Kong subsidiary which in turn establishes a China subsidiary is a key advantage: The registered capital amount which ultimately needs to end up in your China entity is transferred from your existing foreign company to the Hong Kong subsidiary and booked as a loan. The amount is then transferred to your China entity and booked as registered capital in your Hong Kong subsidiary. When profit is earned in China and transferred to your Hong Kong Company, it is booked as dividends and is received tax free in Hong Kong. These dividends can then be transferred back to your existing foreign company tax free as it can simply be booked as repayment of the loan.
g. Transfer pricing If your China Company is a manufacturing or trading operation and the goods are invoiced and sold through the Hong Kong Holding company, profits from the sale of goods build up in the Hong Kong Company and can be used for re-investment. If structured correctly, these profits could be established as being offshore in nature and therefore not subject to profits tax in Hong Kong. Professional advice on corporate structure and transfer pricing can provide a considerable benefit when analyzed over the entire year. h. Consolidation and international accounting standards Accounting standards in Hong Kong follow international standards and therefore consolidation with foreign parent companies is easier than consolidating the accounts of a Chinese entity directly into the accounts of foreign parent companies. i. Access to a variety of financing instruments Financing in Hong Kong is more accessible than in China, and there are better varieties of options on hand. Additionally, banking in Hong Kong has a very high standard in technology and security, and all major international banks are located in Hong Kong. In the contrary to China, there are no restrictions or approvals necessary in Hong Kong to receive or transfer funds or foreign currencies. j. Shareholding and incentive scheme for employees Often when making an investment in China, giving incentives to management has to be considered. Offering an incentive or shareholding scheme (stock options) is commonly used to maximize benefits for the success of the operation. These schemes are facilitated via a Hong Kong entity with much greater flexibility, without having to establish them in China.
Our Services Klako Group assists clients at all stages of their market entry and expansion in China, Hong Kong and Singapore. Klako Group can offer clients business advisory, incorporation and outsourcing services enabling them to focus on their core business functions without dealing with the legal, accounting, tax and administrative aspects of their company. In addition Klako Group assists individuals and their families regarding their personal affairs and structures in Asia. Klako Group can offer individuals wealth and succession planning in the form of trusts, wills and charities. For a comprehensive list of services please refer to the following: Incorporations China Incorporation Hong Kong Incorporation Singapore Incorporation Offshore Incorporation Cross-Border Tax Optimization Planning Profit Repatriation Structures Legal Compliance & Administration Bank Account Opening Trademark Registrations Annual Legal Compliance Services Corporate Structuring & Restructuring Deregistration & Winding Up Tax Compliance Corporate Tax Filing & Returns Corporate Tax Exemption Claims Personal Tax Filing & Returns Personal Tax Exemption Claims Domiciliation & Management Domiciliation Services Local Resident Director Independent Directors Accounting & Payroll Accounting Services Payroll Services Bank Account Management Trade & Supply Chain Solutions Trade Documentation & Logistics Coordination via a China Company Trade Documentation & Logistics Coordination via a Hong Kong Company Trade Documentation & Logistics Coordination via a Singapore Company Trade Fair Assistance Market Development Services Product Testing Coordination Factory Audit & Inspection Coordination Warehouse & Delivery Coordination Recruitment & HR Solutions Recruitment & HR Services Visa Applications Employment Contracts Trust & Fiduciary Services Estate Planning Trusts Wills Charities
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