China Briefing—Using China WFOEs in the Service and

Transcription

Issue 136 • September 2013
From Dezan Shira & Associates
Using China WFOEs
in the Service and
Manufacturing Industries
• Setting Up a WFOE in China
• Costs of Running a WFOE in China
September 2013 | CHINA BRIEFING - 1
Issue 136 • September 2013
Introduction
Since China’s accession into the World Trade Organization (WTO) more than a decade ago, the Chinese
government has continued to fulfill its WTO commitments by gradually opening up its various sectors
to foreign investment. Along these lines, the 2012 Guidance Catalogue for Foreign Investment aims to
further liberalize market entry for foreign investors and improve the foreign investment structure by
encouraging foreign investment in the high-end manufacturing industry, as well as the strategic and
Sabrina Zhang
National Tax Partner
Dezan Shira & Associates
Beijing Office
modern service industries.
In fact, despite the still tumultuous global economic environment, recent data published by the Ministry
of Commerce shows that China is continuing to attract large amounts of foreign direct investment. In
the first half of 2013, China’s main recipient of inward investment was the services sector, which saw an
increase of 12.4 percent year on year. In the realm of global manufacturing, China continues to dominate
despite the country’s rising land and labor costs, producing over 90 percent of all computers and 70
percent of all cell phones worldwide. This data also reflects China’s efforts to upgrade its value chain in
manufacturing. Compared to cheaper manufacturing destinations, China still offers significant advantages,
such as developed infrastructure, skilled workers, and efficient transportation logistics.
The wholly foreign-owned enterprise (“WFOE”) is one of the most common investment vehicles for foreign
investors entering into the Chinese market, and can be used to engage in the service or manufacturing
sectors. In this issue of China Briefing Magazine, we provide a detailed overview of the WFOE establishment
procedures as well as outline the typical costs associated with running these entities in China. We hope
that this information will give foreign investors contemplating entry into the Chinese market a better
understanding of the time and costs involved.
Kind regards,
Sabrina Zhang
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2 - CHINA BRIEFING | September 2013
Using China WFOEs in the Service
and Manufacturing Industries
Contents
In the first half of
“2013,
China’s main
recipient of inward
investment was the
services sector, which
saw an increase of
12.4 percent year
on year. Meanwhile,
China continues
to dominate in the
realm of global
manufacturing.
”
p.4
p.9
Setting up a WFOE in China
Costs of Running a WFOE in China
A wholly foreign-owned enterprise is a company established in
WFOEs are considered resident enterprises in China and, just as other
China according to Chinese laws and wholly-owned by one or more
domestic companies, their profits are subject to corporate income
foreign investors.
tax, which is 25 percent.
Related Material From China Briefing*
* Material featured here is clickable on the
interactive PDF version of the magazine. Get
your copy on the Asia Briefing Bookstore:
China Clarifies Preferential Tax Policies for Software Enterprises
Use of Company Chops in China
China Seeks Comments on Labor Dispatching Regulations
An Overview of Permanent Establishment in China
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Setting Up a WFOE in China
– By Eunice Ku, Dezan Shira & Associates
A
wholly foreign-owned enterprise (WFOE) is a company established in China according to Chinese laws and wholly owned by
one or more foreign investors. A WFOE is a limited liability company, meaning that the liability of the shareholders is limited
to the assets they brought to the business. Unlike the simpler representative office setup which is subject to a number of
limitations, a WFOE can make profits and issue local invoices in RMB to its suppliers, which is crucial as invoices are the basis
for obtaining tax deductions in China. Compared to a joint venture, a WFOE has greater freedom and independence, and can
better protect its intellectual properties. It can also employ local staff directly, without obligation to employ services from employment
agencies. Although there is no legal restriction on the number of foreigners a WFOE can employ, in practice the number of foreign employees
does depend on the amount of registered capital (discussed below) that the respective company injects.
The Chinese government’s initial aim in permitting the establishment of WFOEs in 1986 was to introduce advanced technology into China
and to encourage export-oriented manufacturing activities. Since then, the scope of business allowed to WFOEs has steadily increased.
After joining the World Trade Organization in 2001, WFOEs were allowed in consulting and management services, software, development
and trading. Further sectors have been progressively opened up in the course of the past few years.
The fundamental legal bases for WFOEs are:
• Law on Foreign-invested Enterprises (WFOE Law), effective April 12, 1986 and subsequently revised on October 31, 2000;
• Implementing Rules of the WFOE Law, effective December 12, 1990 and subsequently revised on April 12, 2001; and
• Company Law, effective January 1, 2006.
WFOE Setups
There are three distinct WFOE setups:
• Service (or Consulting) WFOE;
• Trading WFOE (or Foreign-invested Commercial Enterprise, “FICE”); and
• Manufacturing WFOE.
While all three structures share the same legal identity, they differ significantly in terms of setup procedures, costs and the range of
commercial activities in which they are allowed to engage. Trading WFOEs and Manufacturing WFOEs must derive the majority of their
revenue from that main business, but can also provide associated services. Meanwhile, some Service WFOEs can also conduct trading
activities related to their services.
When applying to set up a WFOE, the business scope must be specified in the application. The business scope is a one sentence description
of the business activities in which a business will engage, and will appear on the business license. Note that the WFOE can only conduct
business activities within its business scope and any amendments to the business scope require further application and approval, and can
be quite time consuming. We include examples of the business scope for each WFOE setup below.
Service WFOE
A Service WFOE is a company that has as its core activity the provision of services to third parties. It is the easiest type of limited liability
company to set up as it requires a shorter establishment time frame and a lower capital requirement compared to a Trading WFOE or
Manufacturing WFOE. Below is an example of the business scope for a Service WFOE that provides technical services:
“
To provide XXX technical services and consulting services for XXX technologies; technology transfer, technology consulting and technology
development; and wholesale, import and export of related products associated with the provision of said technical consulting services and
”
commission agency services (excluding auction) and other related services.
Trading WFOE
To engage in import and export activities as well as domestic distribution (i.e., retail, wholesale and franchising trade activities) in China,
a trading company - also known as a FICE - can be established. Trading WFOEs can combine different business activities, e.g., assembling
and providing services. Below is an example of a business scope for a FICE:
“
Wholesale, commission agency (excluding auction), import and export of XXX products; after-sales services; technology transfer; technology
”
consulting; technology development and other business consulting services.
Manufacturing WFOE
Manufacturing WFOEs refer to companies engaged in industries such as machine manufacturing and electronics; energy; building materials
and construction; medical equipment; transportation; and animal and plant raising and breeding. A Manufacturing WFOE is required to
rent a factory space as its registered address. The local Administration of Industry and Commerce (AIC) will physically check the factory
space before registering the WFOE. In addition, Manufacturing WFOEs are required to obtain approval from the Environmental Protection
Bureau. In some cases, a full report on the estimated environmental impact of the factory issued by an appointed agent is required, which
is intended to ensure that manufacturing production processes comply with specified environmental norms. The Bureau will require
information about the raw materials used, the machinery and equipment, consumption and safe disposal of toxic products. An example
of the business scope of a Manufacturing WFOE is:
“
Design, develop and manufacture XXX products and related parts and components, sale of self-manufactured products; wholesale, import
and export of similar products and commission agency (excluding auction); provision of after-sale services and other associated services to the
”
products; technical consulting, technical development and technology transfer.
Foreign Investment Guidance Catalogues
Before deciding to set up a WFOE, it is necessary to determine whether or not sector restrictions apply that would prohibit a WFOE
to be set up in the relevant industry. To do so, foreign investors should refer to the Guidance Catalogue for Foreign Investment (2012
Catalogue), published by the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM). The
latest version of the 2012 Catalogue came into effect on January 30, 2012 and categorizes different industries in China as “encouraged,”
“prohibited” and “restricted” to foreign investment. These categories are defined as follows:
• “Encouraged” – These sectors are deemed beneficial for the sustainable development of China’s economy. Special incentives apply;
• “Restricted” – These industries include those that are being opened up to foreign investment on a pilot basis, and industries that
are technologically backward or environmentally unfriendly. Approval from higher levels of governmental departments is generally
required; and
• “Prohibited” – These industries are those that use technology unique to China or, not surprisingly, which harm national interests, are
damaging to the environment or human health, jeopardise security, or are politically sensitive.
Any industry not listed in the 2012 Catalogue is “permitted.” Under both the “encouraged” and “restricted” categories, the Catalogue specifies
certain industries that are only permitted for Sino-foreign joint venture enterprises, sometimes limited to minority foreign shareholding.
The 2012 Catalogue encourages foreign investment in the high-end manufacturing industry, including various new products and
technologies in the textile, chemical and mechanical manufacturing industries. Strategic industries such as energy-saving and
environmental protection, new-generation information technology, biology, new energy, new materials, and new energy vehicles are
also encouraged. Foreign investment is also encouraged in the modern service industry, including venture capital enterprises, intellectual
property rights services, marine oil pollution clean-up technical services and vocational skills training. Further, foreign-invested medical
institutions and finance lease companies have been moved from restricted in the previous 2007 Catalogue to the permitted category
in the current 2012 Catalogue.
For investing in central and western China, foreign investors should refer to the Catalogue of Priority Industries for Foreign Investment in
Central and Western China, the latest version of which took effect on June 10, 2013. This catalogue is organized by province, covering 22
out of the 31 provincial-level administrative regions in Mainland China. Unlike the 2012 Catalogue, this catalogue contains only priority
industries, and all projects listed in it enjoy preferential policies.
Registered capital
Registered capital is the initial investment into a company that is required to fund its business operations until it is in a position to fund
itself. The absolute minimum capital requirements under Chinese law are RMB30,000 for multiple shareholder companies and RMB100,000
for single shareholder companies. In practice, however, the official requirements for registered capital vary by industry and region. With
Manufacturing WFOEs, for example, the minimum registered capital is RMB1 million, subject to considerations such as factory size and
equipment costs. Meanwhile, Service WFOEs generally require above RMB100,000 and FICE require above RMB500,000 for value-added
tax purposes.
Generally, locally-obtained RMB cannot be injected as registered capital - it must be offshore RMB or RMB converted from foreign currency
sent in from the overseas investor. Subject to approval from the relevant authority, a foreign investor can make capital contributions with
RMB gained by other foreign-invested enterprises they have established in China.
RMB is not a freely convertible currency, so under China’s pre-existing foreign exchange administration regime, foreign investors have
only been able to establish and capitalize an FIE using foreign currency, which would then be converted into RMB after the capital
injection is finalized. However, as offshore RMB holdings have continued to grow, this old rule has come under pressure. Beginning in
2011, foreign investors were allowed for the first time to use offshore RMB holdings to capitalize or acquire a Chinese FIE, and to fund
its operations by means of a cross-border RMB loan. Using offshore RMB to establish an FIE offers a number of advantages over the
use of traditional foreign currency. For example, currently-held offshore RMB may be used without the expense of conversion, and
exposure to volatility in foreign currency exchange rates may also be lessened. For companies heavily involved in cross-border trade
and investment with China, these reasons alone may be enough.
Registered capital contributions can also be made in-kind (e.g., machinery and equipment, industrial property rights, know-how). Any
machinery and equipment contributed must be necessary to the production of the WFOE concerned and valuated at normal market
price. A detailed list of valuated and priced items should be submitted as part of the application. When the machinery and equipment
contributed arrive at a port in China, the WFOE should report to the commodity inspection authority in China and apply for an inspection,
and an inspection report should be issued. In should be noted, however, that any industrial property rights or know-how contributed
should not exceed 20 percent of the registered capital. It must also be owned by that foreign investor and valuated in accordance with
general international principles.
The payment schedule of the registered capital should be specified in the WFOE application for establishment and its articles of association.
The foreign investor can pay the capital contribution by installments, but the final installment should be paid up within three years following
the issuance of the business license. The first installment should be no less than 15 percent of the capital contribution subscribed by the
foreign investor, and paid up within 90 days of the issuance of the WFOE’s business license. After payment of each installment of capital
contribution, the WFOE should engage a certified public accountant in China to verify and issue a capital verification report.
After the registered capital has been contributed, this amount cannot be wired out again freely. If a company wishes to expand its scope
of business later on, there may be a requirement to increase the registered capital. In addition to the registered capital, a total investment
figure also needs to be specified in the company’s articles of association. The total investment quota is the total amount of funds planned
to be contributed to the project over its lifespan. The difference between registered capital and total investment represents the debt of
the investment and can be made up by loans from the investor or foreign banks. The chart below shows the minimum registered capital
amounts corresponding to the relevant total investment amounts.
Mandatory Total Investment – Registered Capital Ratios
Total investment (US$)
Minimum registered capital (US$)
3 million or below
7/10 of total investment
Above 3 million and below 4.2 million
2.1 million
4.2 million to 10 million
Above 10 million and below 12.5 million
5 million
12.5 million to 30 million
Above 30 million and below 36 million
12 million
36 million or above
China is currently implementing a “zero registered capital rule” for domestic companies in the cities of Shenzhen, Zhuhai, Dongguan
and Shunde. Under the pilot rule, the AIC will not verify a company’s capital injection at the time of registration. This allows companies
to complete the business registration process without the need to actually inject any capital. However, the method of capital injection,
amount and schedule still need to be specified in the company’s articles of association. Although this policy currently applies only to
Chinese enterprises, it could be expanded to cover foreign-invested enterprises in the future.
Registration process
The application process to create a company in China generally takes three to six months. The establishment process varies based on the
WFOE form and the planned business scope. For example, a Manufacturing WFOE will require an environmental evaluation report, and
Trading WFOEs will need to undergo customs/commodity inspection registration. The application process can be divided into two parts:
• Pre-registration – What happens before the company formally exists
• Post-registration – What happens after the company formally exists
Pre-registration
1. Name registration
The company name can be translated from English by meaning and/or phonetically. Verification of feasibility of the proposed name by
the AIC will take a few working days. Only the Chinese name will be legally binding – the English name is not legally relevant for Chinese
authorities. Note that the words “China” and “International” cannot be freely included in the Chinese name, and are subject to further
requirements.
2. Issuance of approval certificate and temporary business license
The authorities will issue the approval certificate and temporary business license after assessing the following documentation:
From the investor:
• Business license (certificate of incorporation - depending upon locations, this may need to be notarized in the investor country of origin,
and then translated into Chinese);
• Bank statement to demonstrate credit worthiness (from relevant bank in country of origin and translated into Chinese); and
• Photocopy of passport of the legal representative of the investor company.
From the new company:
• About the new business – Name of the company, business scope, registered capital, business term, lease contract;
• About the legal representative – Photocopy of passport and passport-size photos;
• About the directors – CVs, photocopies of passports, and passport-size photos;
• Feasibility study report – Outlining the estimated cash flow for the next three years;
• Articles of association; and
• Environmental protection evaluation report (if applicable).
The approval certificate will be issued by the local office of the MOFCOM. Upon issuance, there is a 30-day limit for registering the company
with the AIC, which then issues the temporary business license.
Post-registration
Following the issuance of the temporary business license, the WFOE would need to perform a number of formal registrations at various
Chinese government entities (refer to the accompanying WFOE Setup Process chart), including applying for carving various seals (or
chops) in order to authorize documents on behalf of the company, as well as opening an RMB account for managing daily operating
expenses and a foreign capital account for receiving foreign currency.
Key positions in a WFOE
In a WFOE, the shareholder(s), i.e., those who make capital contributions, are the highest authority of the company. Under the shareholder(s),
the executive director or board of directors set the agenda of the company’s operations according to shareholder decisions. WFOEs also
need a general manager who is responsible for the company’s day-to-day operations. The executive director or a member of the board
of directors can concurrently serve as the general manager.
WFOE Setup Process
Step
Time Frame
Check lease agreement
1 Working day
Subject to AIC’s approval
Apply for online name pre-approval with AIC
(at least 10 Working days)
Name pre-approval notice
1-2 Working days
Approval letter
20 Working days
Enterprise code
1 Working day
Approval certificate
5-7 Working days
Online registration
Subject to approval (5 Working days)
5-10 Working days
Temporary business licence
(excluding the waiting time for appointment with AIC)
Pre-registration
Post-registration
Carve company chop, financial chop, invoice chop and
legal representative chop
3-4 Working days
Enterprise code certificate
1-2 Working days
Foreign exchange
registration certificate
Tax registration certificate
20 Working days
2-3 Working days
Foreign capital account
RMB basic account
Depends on the bank
(normally 1 month)
Depends on the bank
Capital injection
Varies depending on client
Capital verification report
Subject to designated local
accounting firm
Renewal of the business
licence
5 Working days
Financial registration certificate
3 Working days
Statistic registration certificate
3-5 Working days
File for foreign trade operator (TRADING ONLY)
2-3 Working days
Customs registration (TRADING ONLY)
5 Working days
A WFOE is also required to have at least one supervisor to supervise the execution of company duties by its directors and senior
management personnel. To ensure that there are no conflicts of interest, directors or senior management personnel cannot concurrently
serve as supervisors. Where a company has a relatively small number of shareholders and is relatively small in scale, it can have one or two
supervisors. For larger companies, a board of supervisors composed of no less than three members is required.
The board of supervisors should consist of representatives of the shareholders, and no less than one-third of the board members should
be representatives of the staff and workers of the company. The specific proportion should be stipulated in the company’s articles of
association. The board of supervisors should have one chairman, elected by more than half of all the supervisors.
A WFOE is also required to designate a legal representative, i.e., the responsible person who performs the duties and power on behalf
of a company. The people eligible to fill the role of legal representative in a WFOE is the chairman of the board of directors (or executive
director in lieu of a board) or the general manager.
WFOE Management Structure
Shareholder(s)
Option 1
Option 2
Executive
Director
Board of Directors
Chairman
Supervisor(s)
General Manager
Legal representative candidate
Costs of Running a WFOE in
China
Tax obligations
WFOEs are considered resident enterprises in China and, just as other domestic companies, their profits are subject to corporate income
tax (CIT), which is generally 25 percent. Businesses generally also pay either business tax (BT) or value-added tax (VAT), depending on
the nature of the business. Only in special circumstances are both taxes paid. BT is imposed on the provision of taxable services and sale
of immovable property and intangible assets. Meanwhile, VAT is levied on the on the sale of goods, provision of repair and replacement
services, and importation of goods into China. BT ranges from 3 percent to 20 percent, while VAT ranges from 0 percent to 17 percent. For
both BT and VAT, certain exemptions apply.
With the commencement of the VAT pilot reform to merge BT with VAT, which was implemented nationwide starting August 1, 2013 in
various service sectors, companies that were previously subject to BT are now subject to VAT if they provide the following services:
• Transportation services;
• R&D and technology services;
• IT services;
• Cultural and creative services;
• Logistics auxiliary services,;
• Tangible movable property leasing services;
• Authentication and consulting services; and
• Broadcasting, film and television services.
VAT taxpayers are categorized into general taxpayers and small-scale taxpayers. Businesses with annual sales volumes exceeding a certain
threshold are required to apply for general taxpayer status. The thresholds are RMB500,000 (for manufacturing enterprises) and RMB800,000
(for trading enterprises). For taxpayers providing services that fall under the VAT pilot reform, the annual sales value threshold is RMB5
million derived from taxable services.
General and small-scale taxpayers are subject to different treatments. General taxpayers are subject to VAT ranging from 0 percent to 17
percent, and are able to credit input VAT (levied while purchasing raw materials from suppliers and fixed assets) against output VAT (levied
on selling of goods). The VAT rate for small-scale taxpayers is 3 percent, with no input tax deductions allowed. Distributors or customers
tend to require the issuance of special VAT invoices in order to credit their VAT, and these invoices can only be issued by general taxpayers.
Consumption tax (CT) applies to the production, import and sales of certain products (e.g., tobacco, alcohol, vehicles and cosmetics) and
the tax rates vary considerably with the product. Customs duties apply to the import and export of goods. Exporting enterprises are entitled
to export tax rebates which refund them the indirect taxes paid in the production and distribution process in China.
WFOEs are also subject to urban construction and maintenance taxes (UCMT), an education surcharge (ES) and a local education surcharge
(LES). UCMT rates are 7 percent for urban areas, 5 percent for counties (towns), and 1 percent for other regions. The ES rate and LES rate
are 3 percent and 2 percent, respectively, regardless of location.
Recruiting
It usually takes 8 to 16 weeks to find a suitable employee. As such, it is advisable to start the recruitment process once a formal decision
has been made to set up an operation in China (assuming the planned start date of operation in China is within the next six months).
In terms of salary expectations, candidates in first-tier cities (such as Beijing or Shanghai) will probably have higher salary expectations
than in second-tier cities (such as Harbin, Tianjin, or Dalian) or in third-tier cities (such as Xuzhou or Luoyang). Since job titles are not used
consistently across companies, the actual job content and responsibilities of a position should be the basis for the salary discussion. The
following three tables present information on back office, engineering and sales staff. The salaries are for Chinese nationals with working
English knowledge in Beijing.
Salaries for Back Office Positions (Admin, HR, etc.)
Years of experience
Salary before tax (RMB)
Additional related expenses
1-3
5K-10K
Mandatory social insurance & housing fund contributions*
3-8
10K-18K
Mandatory social insurance & housing fund contributions
8+
18K-40K
Salaries for Engineering Positions (Engineer, Technical sales, Product manager)
Years of experience
1-3
7K-12K
3-8
12K-20K
8+
20K-45K
Salaries for Sales Positions (Business development, Sales, etc.)
Years of experience
1-3
8K-13K
3-8
13K-22K
8+
22K-60K
Source: Direct HR
* Housing fund contributions are required for Chinese employees only.
Social insurance
Social security (also called “social welfare” or “mandatory benefit”) payments are contributions to government-run funds for individuals in
China. There are five such funds – pension, unemployment, medical, occupational and maternity – plus a mandatory housing fund for
Chinese employees (which is considered separate, as it is not strictly considered a type of social welfare). Both employee and employer
make mandatory contributions to these funds and generally the employer is responsible for withholding the contribution of the employee
from gross salary each month and making their contributions together.
Exact calculations of social security payments are quite complicated (percentages are not technically based on the employee’s monthly
salary, but rather of a theoretical “base” salary calculated based on a given formula) and required percentages for each fund vary by region.
For an employer, social security payments typically add approximately an additional cost of between 30 percent and 45 percent of an
employee’s salary for that employee each month.
Office rental
China’s first tier cities remain the most expensive markets for prime office rentals, with Beijing, Shanghai and Shenzhen topping the list,
according to a survey conducted by DTZ, a global property services provider. Meanwhile, prime rental prices in China’s second and thirdtier cities remain susceptible to local and national economic pressures. Average rental prices for prime office spaces during the second
quarter of 2013 can be found below:
Average Rental Rates for Prime Office Space – Q2, 2013
(Figures in RMB per square meter per month)
Location
Rental Rate
Location
Rental Rate
Beijing
298.1
Qingdao, Shandong
107.6
Chengdu, Sichuan
127.2
Shanghai
264.0
Chongqing
96.0
Shenyang, Liaoning
167.8
Dalian, Liaoning
108.6
Shenzhen, Guangdong
193.0
Guangzhou, Guangdong
167.6
Tianjin
123.9
Hangzhou, Zhejiang
141.0
Wuhan, Hubei
114.9
Nanjing, Jiangsu
119.0
Xi’an, Shaanxi
116.0
Source: DTZ Research
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China Briefing—Using China WFOEs in the Service and

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