Beijing Catering Service WFOE
Registration Procedures and Fees
(Applicable to Coffee Shop/Caf?Bar/Restaurant)
Unless otherwise indicated, the WFOE 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 WFOE in the form of a limited liability company is by far the most popular investment vehicles in China amongst foreign investors.
This quotation applies to situations where a foreign investor intends to set up a company in Beijing, China to carry out catering services and that no special licence or permit other than food operation permit is required.
Our fees for handling the formation and registration of a catering service WFOE in Beijing, China are RMB25,000 UP and our fees cover the services listed in Section 1 of this quotation. Our service fees, however, do not include the payment of legalisation fees for identity documents of the shareholder of the WFOE, translation fee and courier charges.
The materials required include legalised identity documents of the shareholder, a lease agreement of the office space to be used by the WFOE and others. A list of the materials is detailed in Section 5 of the quotation.
The whole process for the registration of a WFOE in Beijing, China takes around 12-15 weeks. The time required for the aforesaid registration process is calculated from the date when Kaizen receive the required documents provided by client. A list of time frame is detailed in Section 7 of the quotation.
If the business activity to be conducted by the WFOE requires other special licence or permit, we may need to adjust our fees and the time required may need to be extended accordingly.
- Service Fees for Registration
Our fees for handling the registration of a WFOE (the principal business activities of which is catering service) in Beijing, China are RMB25,000 UP. Our fees cover the following services:
(1) Preparation of registration application documents;
(2) Performing company name availability search;
(3) Application for reservation of company name;
(4) Application for business licence;
(5) Foreign investment information report;
(6) Carving of company seals and personal chop of the legal representative;
(7) Setting up basic RMB bank account;
(8) Application for internet banking facility;
(9) Handling foreign direct investment registration;
(10) Setting up foreign currency capital account;
(11) Setting up corporate social insurance account;
(12) Setting up corporate housing provident fund account;
(13) Application for food operation permit.
The fees quoted above have already covered the official filing fees and disbursements, while courier charges are not included.
If the business activity to be conducted by the WFOE requires other special licence or permit, we may need to adjust our fees accordingly.
- Optional Services
In addition to the WFOE registration services set out in Section 1, Kaizen can also provide the folowing relevant services upon request:
|
No
|
Description
|
Fees (RMB)
|
|
1
|
Identification documents legalisation costs (Note 1)
|
TBA
|
|
2
|
Assistance in office on-site inspection (Note 2)
|
1,500
|
|
3
|
Translation fees (Note 3)
|
TBA
|
Note:
(1)
|
Our fees stated in Section 1 do not cover the legalization of the incorporation documents of the foreign shareholder(s). Kaizen could arrange the legalisation of incorporation documents for foreign enterprises registered 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.
|
(2)
|
The registration authority or bank officers may request to conduct an on-site inspection of the premise to be used as the business address by the WFOE. If on-site inspection is involved, we can on behalf of the client attend the inspection with a fee of RMB1,500 per time.
|
(3)
|
Our service fees stated in Section 1 do not cover translation costs for translating the documents prepared by you into Chinese or translation of registration documents prepared by Kaizen into English or Japanese. Kaizen could provide translation services. Fees for translation will be quoted upon request.
|
- Payment Terms and Methods
Upon receipt of your confirmation of engagement, we will issue an invoice and email it together with the detailed wire instructions to you for your settlement. When you are initiating a transfer/wire, please mark our invoice or account number in the message section of the remittance receipt and email a copy of the same to us for our records. Because of the nature of services, we require full payment in advance. In addition, once service is commenced, no service fees will be refunded.
We currently only accept check, cash or TT and credit card payment through PayPal. If invoice is settled by PayPal, an extra 5% service fee will be charged.
If China or Taiwan Fapiao is required, we will additionally charge VAT or business tax compensation according to local tax laws.
- Basic Structure of a WFOE in Beijing
The minimum requirements of a WFOE in Beijing, China are as follows:
- One shareholder, one director, one general manager, one legal representative, one supervisor and one finance controller.
- Shareholder can be natural person or corporation and no restrictions on nationality.
- Natural person shareholder can be appointed as director or supervisor or general manager or financial controller.
- Director must be a natural person with no restriction on nationality.
- General manager must be a natural person with no restriction on nationality.
- Legal representative must be a natural person with no restriction on nationality.
- Legal representative shall be served by chairman of the board (if board of directors is set up), or executive director (if it is sole director), or general manager.
- Supervisor must be a natural person with no restriction on nationality, however, director or general manager cannot serve as supervisor at the same time.
- Finance controller must be a natural person with no restriction on nationality, however, legal representative may not serve as finance controller at the same time.
|
- Required Documents and Materials
The following documents and materials needed to be prepared by the applicant before submitting an application for registration:
(1)
|
Name of the company to be registered
The name of company to be registered in Beijing must follow the format “Business Name + (Beijing) + Principal Business Activity + Limited?or “Business Name + Principal Business Activity + (Beijing) + Limited?or “Beijing + Business Name + Principal Business Activity + Limited? For example, “Kaizen (Beijing) Catering Service Limited?or “Kaizen Catering Service (Beijing) Limited?or “Beijing Kaizen Catering Service Limited?
Please provide two or three company names for us to check whether the names can be used.
|
(2)
|
Shareholder’s personal data or shareholder company’s registration information
If the shareholder of Beijing WFOE is a corporation, please provide the business scope, registered address, name and nationality of the legal representative (director) of the corporation. If the shareholder is an individual, it is required to provide the person’s address, e-mail and other information. Clients can fill in the China WFOE Incorporation Order Form provided by Kaizen to provide the above information.
|
(3)
|
Legalised identification documents of the shareholder
One set of legalised identity documents of the foreign shareholder/investor of the proposed WFOE. For corporation shareholder, the identity documents required are its incorporation documents. The shareholder’s 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
If the shareholder of the Beijing WFOE is a corporation, please provide an organisation chart and particulars of the ultimate beneficiary owner of the Beijing WFOE.
|
(5)
|
Legal Representative
A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national, Hong Kong identity card, Home Return Permit), China Mainland mobile phone number, e-mail and residential address of the legal representative. During the process of bank account opening, original identification document of the legal representative shall be provided.
|
(6)
|
Director(s)
A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national, Hong Kong identity card, Home Return Permit), China Mainland mobile phone number, e-mail and residential address in respect of the director(s).
If the board of directors is to be set up, please provide a copy of the identification documents of the members of the board of directors (at least three).
|
(7)
|
Supervisor
A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national, Hong Kong identity card, Home Return Permit), China Mainland mobile phone number, e-mail and residential address of the supervisor.
|
(8)
|
General Manager
A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national, Hong Kong identity card, Home Return Permit), China Mainland mobile phone number, e-mail and residential address of the general manager.
|
(9)
|
Finance Controller
A photocopy of the identification document (i.e. passport for foreigner or identity card for Chinese national, Hong Kong identity card, Home Return Permit), China Mainland mobile phone number, e-mail of the finance controller.
|
(10)
|
Amount of Investment/Registered Capital of the China Company
The total amount of investment in the WFOE, including:
(a) the registered capital;
(b) method and time limit of contribution of capital.
|
(11)
|
Tenancy agreement
A tenancy/lease agreement of the WFOE premise to be used by the proposed WFOE. Please note the agreement shall clearly indicate the premise is for WFOE use only and the lease term shall not be less than 12 months.
|
(12)
|
Scope of Business
A summary of the scope of business and the scale of business of the proposed WFOE, including the business model, locations of suppliers and customers etc.
|
(13)
|
Particulars of Preferred Banker
Please provide the name of preferred bank and the designated branch at which the bank accounts of the WFOE are to be established.
|
- Procedures for Establishing a WFOE in Beijing
(1)
|
Preliminary
(a) The investor will have to enter into a lease agreement in relation to the office to be used by the WFOE for a term of not less than 12 months. The office shall locate in a commercial building. If the office locates in residential building, special approval from the residents?committee is required.
(b) The investor is also required to arrange to have the identity documents of the shareholder legalised by the Chinese Embassy in the country where the shareholder/member is registered/resided.
(c) 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, general manager and financial controller.
|
(2)
|
Application for Registration of WFOE
(a) The registration process of a WFOE starts with name availability search. Kaizen will perform a name availability search with the Administration for Market Regulation (“AMR?. If the search indicates that the preferred company name is available for registration, Kaizen then applies for the reservation of the preferred name with the AMR.
(b) Upon receipt of the approval for reservation of the preferred name of the WFOE, Kaizen will then apply for Business Licence for the WFOE from the AMR. The AMR will usually issue the Business Licence within 3 working days after receiving all the required documentation. Once the business license is issued, the WFOE is deemed to be a legal person duly organised and existing under PRC law and will have full operational rights to operate its business in China within the scope of its Business Licence.
(c) Foreign investors or foreign-invested enterprises shall submit investment information to the competent commerce department through the enterprise registration system and the enterprise credit information publicity system.
(d) Application for approval for making of Office Stamp (Office Seal) from the Registration authority and arrange the collecting the company seals.
|
(3)
|
Post Registration Stage
(a) Opening one RMB basic account with a bank of your choice in Beijing, China on behalf of you and application for internet banking facility.
(b) Application for Foreign Direct Investment (FDI) registration with the Bank.
(c) Opening one capital account with a bank of your choice in Beijing, China on behalf of you.
(d) Application for Food Operation Permit
Applying for Food Operation Permit with the Administration for Market Regulation.
|
- Estimated Time Frame
It is estimated that the whole registration process would take around 12-15 weeks, subject to the schedule of the investor and also the approval by the various registration authorities in Beijing. The table below shows the estimated time frame for each of the steps for the registration.
|
Step
|
Description
|
Who is Responsible
|
Working Days
|
|
Preliminary
|
|
1
|
Legalization of Incorporation Documents
|
Investor
|
Investor’s schedule
|
|
2
|
Tenancy (Lease) Agreement (for the office to be used by the WFOE)
|
Investor
|
Investor’s schedule
|
|
3
|
Other documents
|
Investor
|
Investor’s schedule
|
|
Application for Registration
|
|
4
|
Name availability search
|
Kaizen
|
1
|
|
5
|
Application for reservation of name
|
Kaizen
|
1-2
|
|
6
|
Application for business license
|
Kaizen
|
3-5
|
|
7
|
Foreign investment information report
|
Kaizen
|
2
|
|
8
|
Application for approval and carving of company seals
|
Kaizen
|
1-2
|
|
Other Registration Procedures
|
|
9
|
Opening of RMB basic account
|
Kaizen
|
7-10
|
|
10
|
Apply for internet banking facility
|
Kaizen
|
3-5
|
|
11
|
Performing foreign direct investment registration
|
Kaizen
|
7-10
|
|
12
|
Opening of capital account
|
Kaizen
|
7-10
|
|
13
|
Setting up corporate social insurance account
|
Kaizen
|
1-3
|
|
14
|
Setting up corporate housing provident fund account
|
Kaizen
|
1-3
|
|
15
|
Application for food operation permit
|
Kaizen
|
20-25
|
|
Around 12-15 Weeks
|
- Certificates and Materials obtained after Registration
After the WFOE is officially registered, it will obtain the following certificates, corporate documents and seals to prove its legal existence and to carry out its daily operation.
(1) Business Licence (Original, Duplicate)
(2) Articles of Association
(3) Company Seal, Financial Seal, Legal Representative Seal, Contractual Seal and Fapiao Seal
(4) Bank Account Opening Related Stuffs
(5) Food Operation Permit
- Annual Compliance Requirements in China
Immediately after a WFOE 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, annual audit report, which has to be issued and signed off by a local CPA firm, annual enterprise income tax clearance to the Tax Administration 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 WFOE may subject to penalties or at the risk of getting their license suspended or cancelled by the AMR.
Kaizen is well equipped with experienced personnel and capable of providing all the services that your WFOE 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.
See also：
How to Set up a Caf?in Beijing |
