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Hand in hand in deep entrepreneurship
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Hand in hand in deep entrepreneurship
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Hand in hand in deep entrepreneurship
Forming a Company
Foreword
The aim of this chapter is to provide a better practical guide for foreign entrepreneurs in Shenzhen and to create an “obstacle-free entrepreneurial experience in Shenzhen.” Professional start-up consultant EG from Start-Up Guide will start from industrial and commercial registration (application for company business license), foreign investment information report filling, seal carving, corporate bank account opening, etc, and go over the relevant processes and lists of documents required for establishing a foreign-invested limited liability company in Shenzhen, as well as highlighting the key things to take note of for each stage.
Reading Guide
•Company registration (applying for a business license)
•Foreign investment information report filling
•Making company seals
•Opening business bank accounts
Company vision
Leanne Danielle Coop
Nationality：UK
Number of years in Shenzhen ：2014
Date established Start-up ：2018
Profession ：Marketing
Hobbies：Travelling, swimming, meeting new friends
Favorite food：dumplings
Company vision
I have worked in Shenzhen for 5 years, and I love the food in China. When I first arrived, I had no idea where to go for good food. Once I went with some friends for a meal, and we found that the social media posts of a few foreign restaurants could not be shared directly between customers, despite thousands of dollars having been spent on creating the content. That was when we saw an opportunity to create a WeChat mini program for food. 88haha Restaurant & Bar is a public-facing platform and a bilingual space for Chinese and English-speaking users, making it perfect for both locals and foreigners. Apart from that, they provide detailed information and give out free vouchers for local restaurants and bars to members of the public, which can be easily shared with friends on WeChat. It’s perfect for small groups on a weekend outing.
Leanne shared her thought of creating a WeChat mini program for food with her family and friends, and they were all supportive of the idea. Leanne learned that the Regulations on Employment of Foreigners in China prohibit the employment of foreigners by economic organizations and nationals. Therefore, Leanne wanted to set up a foreign-invested limited liability company, but she was clueless about where to start. Leanne met professional start-up consultant EG from Start-Up Guide, and found out from him that to establish a foreign-invested company she would need to complete a series of processes, such as company registration (applying for a business license), foreign investment information report filling (combined with the industrial and commercial establishment registration, and subsequent changes need to be filled separately), making company seals, and opening business bank accounts.
Company establishment registration
(1)Process flow for company establishment registration:
Foreign investment information report filling
（2）Foreign investment information report filling (combined with the industrial and commercial establishment registration, and subsequent changes need to be filled separately)
1.The Release of Foreign Investment Law
On March 15, 2019, the Second Session of the Thirteenth National People's Congress passed the Foreign Investment Law of the People's Republic of China. This law came into effect on January 1, 2020 and replaced the previous Three Laws for Foreign Investment. The Foreign Investment Law implements a "pre-entry national treatment" + "negative list" system for foreign investment.
The Foreign Investment Law and its implementation regulations established in the form of laws and regulations that the establishment of foreign-invested enterprises will no longer be subject to examination and approval and filing management, that is, the implementation of "either prohibition or entry". Maximize the aprotection of the legitimate rights and interests of investors.
For foreign-invested enterprises established in accordance with the Three Laws for Foreign Investment, within 5 years after the implementation of the Foreign Investment Law, their organizational form and organizational structure may be adjusted in accordance with the Company Law of the People's Republic of China, the Partnership Enterprise Law of the People's Republic of China and other laws Etc., and go through the change registration in accordance with the laws, or continue to retain the original enterprise organizational form, organizational structure, etc.
For foreign-invested enterprises established in accordance with the Three Laws for Foreign Investment, within 5 years after the implementation of the Foreign Investment Law, their organizational form and organizational structure may be adjusted in accordance with the Company Law of the People's Republic of China, the Partnership Enterprise Law of the People's Republic of China and other laws Etc., and go through the change registration in accordance with the laws, or continue to retain the original enterprise organizational form, organizational structure, etc.
Starting from January 1, 2025, for the existing foreign-invested enterprises that have not adjusted their organizational forms, organizational structures, etc. according to law, and have undergone changes in registration, the Market Supervision and Administration will not handle other registration matters that they apply for and will publicize the relevant circumstances .
The Three Laws on Foreign Investment are the Law on Sino-foreign Equity Joint Ventures of the People's Republic of China, the Law on Foreign-funded Enterprises of the People's Republic of China and the Law on Sino-foreign Cooperative Joint Ventures of the People's Republic of China.
2.The Source of Foreign Investment Information Report Filling
According to the Foreign Investment Law of the People’s Republic of China and the Measures for Reporting Foreign Investment Information, starting from January 1, 2020, foreign-invested companies and foreign-invested partnership enterprises engaged in production and business activities in China, and the resident representative offices of foreign (regional) enterprises engaged in production and business activities in China, investment companies, venture capital enterprises and partnership enterprises whose main business is investment in China are required to file the foreign investment information report.
The heads of relevant departments and bureaus of the Ministry of Commerce and the State Administration for Market Regulation said: “The establishment and implementation of the foreign investment information reporting system will greatly reduce the burden on foreign investors and foreign-invested enterprises. Under the information reporting system, nearly 30% of data items can be collected by the sharing between departments, and foreign investors or foreign-invested enterprises do not need to submit information repeatedly.
（3）What documents are needed for a company registration?
What documents are needed for a company registration?
| Shareholders’ structure | List of documents (the following information is for reference only) |
| Foreign-invested Limited Liability Company (sole proprietorship of natural person, sole proprietorship of legal person) | Foreign Individual Shareholder: 1. Shareholders provide personal notarized certificates or sign before the application submission personnel at the local registration hall; 2. Original passports of individual shareholders;Legal Person Shareholder of Foreign Enterprise: 3. Provide subject qualification certificate; 4.Photocopies of identification documents of directors, supervisors, managers and finance executives (Hong Kong and Macau residents: Mainland travel permits and personal identification cards; Foreigners: Passports; Taiwanese: Mainland travel permits for Taiwan residents and identity card) 5.Photocopies of personal identification cards or business licenses of designated recipients of legal documents (who must be a Chinese natural person or enterprise) 6.Application Form for Company Registration (Joint Issuance of Business License and Social Credit Code) (downloadable on website) 7. Corporate charter (template downloadable on website) 8. Letter of appointment (template downloadable on website) 9. Office leaing agreement and proof (to be provided according to the relevant requirements of the local market supervision bureaus) |
| Foreign-invested Limited Liability Company (foreigninvested, non-sole proprietorship) | Foreign Individual Shareholder:1. Shareholders provide personal notarized certificates or sign before the application submission personnel at the local registration hall; 2. Original passports of individual shareholders;Chinese Individual Shareholder: 3. Original identification cards;Legal Person Shareholder of Foreign Enterprise 4. Provide subject qualification certificate;Legal Person Shareholder of Chinese Enterprise: 5. Photocopies of sealed business licenses of the Chinese enterprise; 6. Photocopies of identification documents of directors, supervisors, managers and finance executives (Hong Kong and Macau residents: Mainland travel permits and personal identification cards; Foreigners: Passports; Taiwanese: Mainland travel permits for Taiwan residents and identity card) 7. Photocopies of personal identification cards and business licenses of designated recipients of legal documents (who must be a Chinese natural person or enterprise) 8. Application Form for Company Registration (Joint Issuance of Business License and Social Credit Code) (downloadable on website) 9. Corporate charter (template downloadable on website) 10. Letter of appointment (template downloadable on website) 11. Office leasing agreement and proof (to be provided according to the relevant requirements of local market supervision bureaus) |
| Foreign-invested Partnership Enterprise | Foreign Individual Partner: 1. Partners provide personal notarized certificates or sign before the application submission personnel at the local registration hall; 2. Original passports of individual partner;Chinese Individual Partner: 3. Original identification cards;Legal Person Partner of Foreign Enterprise: 4. Provide subject qualification certificate;Legal Person Partner of Chinese Enterprise: 5. Photocopies of sealed business licenses of the Chinese enterprise; 6.If the executive partner is a legal person partner or other organization, the power of attorney for the appointed representative shall also be submitted (downloadable on website) 7. Photocopies of identification documents of appointed representative (Hong Kong and Macau residents: Mainland travel permits and personal identification cards; Foreigners: Passports; Taiwanese: Mainland travel permits for Taiwan residents and identity card); 8. Application Form for Company Registration (Joint Issuance of Business License and Social Credit Code) (downloadable on website); 9. Partnership agreement (template downloadable on website)； 10. Power of attorney by all partners entrusting to the executive partner (template downloadable on website); 11. The power of attorney for the partnership's executive affairs partner to appoint a representative (template downloadable on website); 12. Letter of confirmation of capital contribution of partnership enterprise (template downloadable on website); 13. Certificate of credit status; 14. Office leasing agreement and proof (to be provided according to the relevant requirements of local market supervision bureaus) |
After hearing EG’s explanation on how to establish a foreign-invested limited liability company, Leanne now wants to know how much capital is required to start up her company. In order to give Leanne a more intuitive impression and obtain more information, professional start-up consultant EG from Start-Up Guide took Leanne to the company registration hall of Shenzhen to learn about the registration process.
Addresses and contact information of company registration halls in Shenzhen (only partially listed, subject to the actual appointment):
| Registration hall name | Address | Contact Details |
| Electronic One-Stop Service Center Hall (Qianhai Bureau of Industry and Commerce) | One-Stop Service Center First Floor, Building A, No. 1, Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen | 960090 |
| Registration hall of Futian Sub-Bureau | 3rd Floor, Block F, International Innovation Center, No. 1006, Shennan Boulevard, Futian District, Shenzhen | 12345 |
| Administrative Services Hall of Luohu District | 2nd Floor, Administrative Services Hall of Luohu District, Jing’er Road, Luohu District, Shenzhen | 12345 |
| Registration hall of Nanshan Sub-Bureau | Administrative Services Hall of Nanshan District, Shenzhen Bay Sports Center, No. 3001, Binhai Boulevard Side Road, Nanshan District (Single building south-east of Shenzhen Bay Sports Center), Shenzhen | 12345 |
| Registration Hall of Bao’an Sub-Bureau | 1st Floor, Integrated Training Building of Bao’an Sports Center, Intersection of Bao’an Boulevard and Luotian Road, Bao’an District, Shenzhen (Opposite the Bao’an Immigration Permit Application Hall) | 12345 |
| Registration Hall of Longgang Sub-Bureau | No. 8033-1, Longxiang Boulevard, Longcheng Subdistrict, Longgang District (south-west of main gate of District Government Office), Shenzhen | 12345 |
| Registration hall of Yantian Sub-Bureau | Administrative Services Hall of Nanshan District, Xiangjing South Road, Yantian District, Shenzhen | 12345 |
| Registration hall of Guangming Sub-Bureau | Administrative Services Hall of Guangming District, 1st Floor, Public service platform at the junction of Niushan Road and Deya Road, Guangming District, Shenzhen | 12345 |
| Registration hall of Pingshan Sub-Bureau | 2nd Floor, Qixing Building, No. 12, Jinniu West Road, Pingshan District, Shenzhen | 12345 |
| Registration hall of Dapeng Sub-Bureau | 1st Floor, Administrative Services Hall, No. 10, Zhongshan Road, Dapeng Boulevard, Dapeng New District, Shenzhen | 12345 |
| Registration hall of Longhua Sub-Bureau | 1st Floor, Block A, Guohong Building, No. 98, Meilong Boulevard, Longhua District, Shenzhen | 12345 |
Registered capital is subscription-based, and can be fixed according to the needs of the company. There are no minimum requirements for registered capital except for certain special industries and companies in the Qianhai Free Trade Zone. An enterprise can provide in its corporate charter the time period for and number of times of registered capital payments, without requiring a one-off payment of all registered capital. Payment of capital can be made over multiple terms, without any specific requirements for the amount paid for each term.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
Making company seals
In order to create a first-class business environment, further streamline the start-up process of enterprises, and effectively reduce the burden of enterprises, the general office of Shenzhen Municipal People's government issued the Notice of Engraving 0fficial Seals for Newly Established Enterprises Free of Charge. From January 1, 2020, four official seals (corporate seal, financial seal, invoice seal and contract seal) will be engraved for new enterprises in the whole city. Enterprises can select "Free Seal Engraving" when applying for starting an enterprise, and then go to the administrative service hall of each district to get the seals. Due to the system upgrade of the Qianhai Bureau of Industry and Commerce and other reasons, it may not be possible to choose "Free Seal Engraving" in some cases, which requires enterprises to select online or offline seal engraving shops to apply for seal engraving with the seal engraving verification code.
The Applications of Seals:
(1) Official seal/administrative seal (required for opening business bank accounts)
(2) Financial seal (required for opening business bank accounts)
(3) Legal representative’s personal seal (with personal name) (required for opening business bank
accounts)
(4) Invoice seal (for stamping on invoices)
(5) Agreement seal (for signing of agreements)
Opening business bank accounts
Leanne is delighted that she was able to successfully obtain a business license for Shenzhen 88haha Media Co., Ltd. and have the seals made, but she is also now concerned about the next step. An enterprise needs capital to operate, and she realizes that the company does not yet have a bank account. She is also discussing business operations with her partners, so a company bank account is now more urgently needed than ever.
To familiarize Leanne with the kinds of documents required for opening a bank account in China, professional start-up consultant EG from Start-Up Guide provides Leanne with a list of contact numbers for major banks in China, with which she can make enquiries.
By dialing the following numbers, you will be directed to the English-language service of the respective banks:
By dialing the following numbers, you will be directed to the English-language service of the respective banks:
| Bank | Customer service number |
| Bank of China | 95566 press 8 |
| China Construction Bank | 95533 press 4 |
| Industrial and Commercial Bank of China | 95588 press 0 |
| Agricultural Bank of China | 95599 press 9 |
| China Merchants Bank | 95555 press 8 |
| Shanghai Pudong Development Bank | 95528 press 2 |
| China CITIC Bank | 95558 press 4 |
| China Minsheng Bank | 95568 press 9 |
| China Everbright Bank | 95595 press * press 7 |
| Industrial Bank Co., Ltd. | 95561 press 9 |
After her call has gone through, the customer service executive informs Leanne that there are three common types of foreign-invested company bank accounts:
① Basic account (required for an enterprise, with only one allowed).A basic account is the first bank account that an enterprise needs. You must first have a basic account to be able to open other accounts. A basic account allows you to deposit and withdraw funds, receive payments, pay withholding tax, pay wages, etc.
② Foreign currency capital account (required for foreign-invested enterprises):
This is an account for receiving capital paid by foreign shareholders in foreign currencies. When making capital payments from a foreign bank to a foreign currency capital account in China, the purpose of payment must be stated as “investment” or “capital”. This is to make it easier for the auditor to identify the amount as registered capital in the capital verification report.
After injecting the registered capital, the enterprise needs to go through the “FDI entry registration”procedure at the bank.
At the same time, the bank will have set certain rules regarding the use of the registered capital in accordance to the instructions and requirements of the Administration of Foreign Exchange of Shenzhen Municipality. Please be sure to adhere to the specific requirements of each bank. For example: A foreign trade company that intends to make payments to its suppliers must present the relevant agreements, invoices and other documents at the bank counter to apply for the account before it is able to make any overseas payments.
On April 10, 2020, the State Administration of Foreign Exchange issued the Notice of the State Administration of Foreign Exchange on Optimizing Foreign Exchange Administration and Supporting the Development of Foreign-related Business (HF [2020] No. 8), which will promote the reform of capital account income payment facilitation throughout the country. That is to say, when eligible companies are allowed to use capital item income such as capital, foreign debt and overseas listings for domestic payments, they do not need to provide the bank with proof of authenticity in advance. The handling bank shall follow the principle of prudent expansion of business, manage and control relevant business risks, and conduct random checks on the facilitation of capital item income payment afterwards in accordance with relevant requirements. However, there are certain difficulties in actual implementation. Generally, companies with good credit can avoid providing information in advance.This need to be implemented step by step.
On April 10, 2020, the State Administration of Foreign Exchange issued the Notice of the State Administration of Foreign Exchange on Optimizing Foreign Exchange Administration and Supporting the Development of Foreign-related Business (HF [2020] No. 8), which will promote the reform of capital account income payment facilitation throughout the country. That is to say, when eligible companies are allowed to use capital item income such as capital, foreign debt and overseas listings for domestic payments, they do not need to provide the bank with proof of authenticity in advance. The handling bank shall follow the principle of prudent expansion of business, manage and control relevant business risks, and conduct random checks on the facilitation of capital item income payment afterwards in accordance with relevant requirements. However, there are certain difficulties in actual implementation. Generally, companies with good credit can avoid providing information in advance.This need to be implemented step by step.
③General account (not required, multiple accounts allowed)
An enterprise may open a general account locally or overseas, which allows for the deposit of cash, but not withdrawal. Only bank transfers are allowed, as well as payment of withholding tax.
An enterprise may open a general account locally or overseas, which allows for the deposit of cash, but not withdrawal. Only bank transfers are allowed, as well as payment of withholding tax.
After learning about the different types of business bank accounts available, Leanne has the following question: Where should I open the accounts, then?
Do I need to make an appointment before visiting a bank to open a bank account? How should I make an appointment?
The customer service executive replies:
1. You can choose any bank near you. You can keep an eye out and see if any preferred bank is located downstairs from or in the vicinity of your office. Since you will most likely need to visit the bank often for banking errands after the company is in full operation, it might be wise to choose a bank close to your office to save time and obtain banking information quickly.
2. Choose a bank you are familiar with. If you have used Bank of China before while overseas, then you can try and open a business account at a Bank of China branch in Shenzhen. There would be fewer differences between the operations and management of branches of the same bank.
Do I need to make an appointment before visiting a bank to open a bank account? How should I make an appointment?
The customer service executive replies:
1. You may schedule an appointment on the phone with the bank staff;
2. You may walk in and make an appointment at your selected bank;
3. You may also schedule an appointment through the bank’s website or the bank’s WeChat public
Additionally, it is advisable to bring along some cash to the bank for payment of possible account-opening fees, such as:
1. Account-opening processing fee;
2. Account management fee (usually paid monthly);
3. USB Key processing fee;
4. Online banking management fee (paid monthly or quarterly);
After hearing all this, Leanne is a little intimidated by the complicated process. Leanne’s friend in China was eager to help, and introduced her to a client manager from a Bank of China branch in Nanshan District. The manager sent Leanne an email detailing the process, the list of documents required, common issues and some important things to keep in mind for opening a bank account.
Process flow for opening a basic bank account (for reference only - please refer to the individual requirements of each bank):
(2) Process flow for opening a foreign currency capital account (for reference only - please refer to the individual requirements of each bank):
Process flow for opening a basic bank account (for reference only - please refer to the individual requirements of each bank):
1. Find a bank and schedule an appointment
2. Bring along company documents; the legal representative is required to apply in person at the bank counter(application will take 1 to 5 working days to process if documents submitted are complete)
3. The bank customer manager comes to take pictures (the company should hang the doorplate in the office) [subject to bank requirements]
4. Collect the basic deposit account information sheet, USB key and other account-opening documents.(Process can be completed on the same day)
5. Account is in regular use, including payment collection.
(1) List of documents required for opening a basic account (for reference only - please refer to the individual requirements of each bank):
1. Original business license of the company;
2. Original office leasing agreement and proof;
3. Original trust agreement for company office in Qianhai (required for enterprises in the Qianhai Free Trade Zone)
4. The legal representative needs to attend to the application in person at the bank account, and have his or her picture taken by the bank employee;
5. Original passport of the legal representative;
6. The company’s official seal, financial seal, and legal representative’s personal seal;
7. Original passport of the company’s online banking executive;
8. Original passports of natural person shareholders.
Tips:
The bank employee may ask the legal representative the following questions when handling the
application in person:
1. What is the registered address of the company? Is it the same as the company's office address?
2. What is the main business area of the company?
3. How many employees does the company currently have?
4. Who are the company's shareholders? What are their capital shares?
5. What is the estimated annual sales revenue of the company?
There are no standard answers to the above questions. You only need to answer based on your company's situation.
There are no standard answers to the above questions. You only need to answer based on your company's situation.
(2) Process flow for opening a foreign currency capital account (for reference only - please refer to the individual requirements of each bank):
1. Applying for registration certificate for FDI (Process takes 2 to 5 working days);
2. Bring along company documents, the legal representative is required to attend to the application at the bank counter to open foreign currency capital account (application will take 1 to 5 working days to process if documents submitted are complete);
3. The bank customer manager comes to take pictures (the company should hang the doorplate in the office)
4. Collect the basic deposit account information sheet, USB key and other account-opening documents.(Process can be completed on the same day)
5. In regular useWhen the shareholders transfer the registered capital from abroad,they need to remark as “investment funds”.
6. Bring along company documents, and register for the crediting of FDI into the account at the relevant bank.
Confirm that the capital has been credited into the foreign currency capital account.
Confirm that the capital has been credited into the foreign currency capital account.
(3) List of documents required for applying for FDI (for reference only - please refer to the individual requirements of each bank):
1. Original business license;
2. Original office leasing agreement and proof;
3. Original and photocopy of passport of legal representative (whether he or she needs to be at the bank in person depends on the bank’s requirements);
4. Original and photocopy of account-opening permit (if available);
5. Company’s official seal, financial seal, and legal representative’s personal seal;
6. Original receipt of acknowledgement of record filing for registration of foreign-invested enterprises;
7. Original record-filing declaration form for registration of foreign-invested enterprises;
8. Original corporate charter;
9. Original personal identification card of application representative;
10. Photocopies of passports of foreign natural person shareholders;
11. Photocopies of registration certificates of foreign shareholders.
(4) List of documents required for opening a foreign currency capital account (for reference only - please refer to the individual requirements of each bank):
1. Original business license;
2. Original office leasing agreement and proof;
3. Original trust agreement for company office in Qianhai (required for enterprises in the Qianhai Free Trade Zone)
4. The legal representative needs to attend the application in person at the bank, and have his or her picture taken by the bank employee (depending on each bank’s requirements);
5. Original and photocopy of the passport of the legal representative;
6. Company’s official seal, financial seal, and legal representative’s personal seal;
7. Original and photocopy of the passport of the payment contact person;
8. Original personal identification card of application representative;
9. Original business registration certificate.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
Forming a Company
Foreword
The aim of this chapter is to provide a better practical guide for foreign entrepreneurs in Shenzhen and to create an “obstacle-free entrepreneurial experience in Shenzhen.” Professional start-up consultant EG from Start-Up Guide will start from industrial and commercial registration (application for company business license), foreign investment information report filling, seal carving, corporate bank account opening, etc, and go over the relevant processes and lists of documents required for establishing a foreign-invested limited liability company in Shenzhen, as well as highlighting the key things to take note of for each stage.
Reading Guide
•Company registration (applying for a business license)
•Foreign investment information report filling
•Making company seals
•Opening business bank accounts
Company vision
Leanne Danielle Coop
Nationality：UK
Number of years in Shenzhen ：2014
Date established Start-up ：2018
Profession ：Marketing
Hobbies：Travelling, swimming, meeting new friends
Favorite food：dumplings
Company vision
I have worked in Shenzhen for 5 years, and I love the food in China. When I first arrived, I had no idea where to go for good food. Once I went with some friends for a meal, and we found that the social media posts of a few foreign restaurants could not be shared directly between customers, despite thousands of dollars having been spent on creating the content. That was when we saw an opportunity to create a WeChat mini program for food. 88haha Restaurant & Bar is a public-facing platform and a bilingual space for Chinese and English-speaking users, making it perfect for both locals and foreigners. Apart from that, they provide detailed information and give out free vouchers for local restaurants and bars to members of the public, which can be easily shared with friends on WeChat. It’s perfect for small groups on a weekend outing.
Leanne shared her thought of creating a WeChat mini program for food with her family and friends, and they were all supportive of the idea. Leanne learned that the Regulations on Employment of Foreigners in China prohibit the employment of foreigners by economic organizations and nationals. Therefore, Leanne wanted to set up a foreign-invested limited liability company, but she was clueless about where to start. Leanne met professional start-up consultant EG from Start-Up Guide, and found out from him that to establish a foreign-invested company she would need to complete a series of processes, such as company registration (applying for a business license), foreign investment information report filling (combined with the industrial and commercial establishment registration, and subsequent changes need to be filled separately), making company seals, and opening business bank accounts.
Company establishment registration
(1)Process flow for company establishment registration:
Foreign investment information report filling
（2）Foreign investment information report filling (combined with the industrial and commercial establishment registration, and subsequent changes need to be filled separately)
1.The Release of Foreign Investment Law
On March 15, 2019, the Second Session of the Thirteenth National People's Congress passed the Foreign Investment Law of the People's Republic of China. This law came into effect on January 1, 2020 and replaced the previous Three Laws for Foreign Investment. The Foreign Investment Law implements a "pre-entry national treatment" + "negative list" system for foreign investment.
The Foreign Investment Law and its implementation regulations established in the form of laws and regulations that the establishment of foreign-invested enterprises will no longer be subject to examination and approval and filing management, that is, the implementation of "either prohibition or entry". Maximize the aprotection of the legitimate rights and interests of investors.
For foreign-invested enterprises established in accordance with the Three Laws for Foreign Investment, within 5 years after the implementation of the Foreign Investment Law, their organizational form and organizational structure may be adjusted in accordance with the Company Law of the People's Republic of China, the Partnership Enterprise Law of the People's Republic of China and other laws Etc., and go through the change registration in accordance with the laws, or continue to retain the original enterprise organizational form, organizational structure, etc.
For foreign-invested enterprises established in accordance with the Three Laws for Foreign Investment, within 5 years after the implementation of the Foreign Investment Law, their organizational form and organizational structure may be adjusted in accordance with the Company Law of the People's Republic of China, the Partnership Enterprise Law of the People's Republic of China and other laws Etc., and go through the change registration in accordance with the laws, or continue to retain the original enterprise organizational form, organizational structure, etc.
Starting from January 1, 2025, for the existing foreign-invested enterprises that have not adjusted their organizational forms, organizational structures, etc. according to law, and have undergone changes in registration, the Market Supervision and Administration will not handle other registration matters that they apply for and will publicize the relevant circumstances .
The Three Laws on Foreign Investment are the Law on Sino-foreign Equity Joint Ventures of the People's Republic of China, the Law on Foreign-funded Enterprises of the People's Republic of China and the Law on Sino-foreign Cooperative Joint Ventures of the People's Republic of China.
2.The Source of Foreign Investment Information Report Filling
According to the Foreign Investment Law of the People’s Republic of China and the Measures for Reporting Foreign Investment Information, starting from January 1, 2020, foreign-invested companies and foreign-invested partnership enterprises engaged in production and business activities in China, and the resident representative offices of foreign (regional) enterprises engaged in production and business activities in China, investment companies, venture capital enterprises and partnership enterprises whose main business is investment in China are required to file the foreign investment information report.
The heads of relevant departments and bureaus of the Ministry of Commerce and the State Administration for Market Regulation said: “The establishment and implementation of the foreign investment information reporting system will greatly reduce the burden on foreign investors and foreign-invested enterprises. Under the information reporting system, nearly 30% of data items can be collected by the sharing between departments, and foreign investors or foreign-invested enterprises do not need to submit information repeatedly.
（3）What documents are needed for a company registration?
What documents are needed for a company registration?
| Shareholders’ structure | List of documents (the following information is for reference only) |
| Foreign-invested Limited Liability Company (sole proprietorship of natural person, sole proprietorship of legal person) | Foreign Individual Shareholder: 1. Shareholders provide personal notarized certificates or sign before the application submission personnel at the local registration hall; 2. Original passports of individual shareholders;Legal Person Shareholder of Foreign Enterprise: 3. Provide subject qualification certificate; 4.Photocopies of identification documents of directors, supervisors, managers and finance executives (Hong Kong and Macau residents: Mainland travel permits and personal identification cards; Foreigners: Passports; Taiwanese: Mainland travel permits for Taiwan residents and identity card) 5.Photocopies of personal identification cards or business licenses of designated recipients of legal documents (who must be a Chinese natural person or enterprise) 6.Application Form for Company Registration (Joint Issuance of Business License and Social Credit Code) (downloadable on website) 7. Corporate charter (template downloadable on website) 8. Letter of appointment (template downloadable on website) 9. Office leaing agreement and proof (to be provided according to the relevant requirements of the local market supervision bureaus) |
| Foreign-invested Limited Liability Company (foreigninvested, non-sole proprietorship) | Foreign Individual Shareholder:1. Shareholders provide personal notarized certificates or sign before the application submission personnel at the local registration hall; 2. Original passports of individual shareholders;Chinese Individual Shareholder: 3. Original identification cards;Legal Person Shareholder of Foreign Enterprise 4. Provide subject qualification certificate;Legal Person Shareholder of Chinese Enterprise: 5. Photocopies of sealed business licenses of the Chinese enterprise; 6. Photocopies of identification documents of directors, supervisors, managers and finance executives (Hong Kong and Macau residents: Mainland travel permits and personal identification cards; Foreigners: Passports; Taiwanese: Mainland travel permits for Taiwan residents and identity card) 7. Photocopies of personal identification cards and business licenses of designated recipients of legal documents (who must be a Chinese natural person or enterprise) 8. Application Form for Company Registration (Joint Issuance of Business License and Social Credit Code) (downloadable on website) 9. Corporate charter (template downloadable on website) 10. Letter of appointment (template downloadable on website) 11. Office leasing agreement and proof (to be provided according to the relevant requirements of local market supervision bureaus) |
| Foreign-invested Partnership Enterprise | Foreign Individual Partner: 1. Partners provide personal notarized certificates or sign before the application submission personnel at the local registration hall; 2. Original passports of individual partner;Chinese Individual Partner: 3. Original identification cards;Legal Person Partner of Foreign Enterprise: 4. Provide subject qualification certificate;Legal Person Partner of Chinese Enterprise: 5. Photocopies of sealed business licenses of the Chinese enterprise; 6.If the executive partner is a legal person partner or other organization, the power of attorney for the appointed representative shall also be submitted (downloadable on website) 7. Photocopies of identification documents of appointed representative (Hong Kong and Macau residents: Mainland travel permits and personal identification cards; Foreigners: Passports; Taiwanese: Mainland travel permits for Taiwan residents and identity card); 8. Application Form for Company Registration (Joint Issuance of Business License and Social Credit Code) (downloadable on website); 9. Partnership agreement (template downloadable on website)； 10. Power of attorney by all partners entrusting to the executive partner (template downloadable on website); 11. The power of attorney for the partnership's executive affairs partner to appoint a representative (template downloadable on website); 12. Letter of confirmation of capital contribution of partnership enterprise (template downloadable on website); 13. Certificate of credit status; 14. Office leasing agreement and proof (to be provided according to the relevant requirements of local market supervision bureaus) |
After hearing EG’s explanation on how to establish a foreign-invested limited liability company, Leanne now wants to know how much capital is required to start up her company. In order to give Leanne a more intuitive impression and obtain more information, professional start-up consultant EG from Start-Up Guide took Leanne to the company registration hall of Shenzhen to learn about the registration process.
Addresses and contact information of company registration halls in Shenzhen (only partially listed, subject to the actual appointment):
| Registration hall name | Address | Contact Details |
| Electronic One-Stop Service Center Hall (Qianhai Bureau of Industry and Commerce) | One-Stop Service Center First Floor, Building A, No. 1, Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen | 960090 |
| Registration hall of Futian Sub-Bureau | 3rd Floor, Block F, International Innovation Center, No. 1006, Shennan Boulevard, Futian District, Shenzhen | 12345 |
| Administrative Services Hall of Luohu District | 2nd Floor, Administrative Services Hall of Luohu District, Jing’er Road, Luohu District, Shenzhen | 12345 |
| Registration hall of Nanshan Sub-Bureau | Administrative Services Hall of Nanshan District, Shenzhen Bay Sports Center, No. 3001, Binhai Boulevard Side Road, Nanshan District (Single building south-east of Shenzhen Bay Sports Center), Shenzhen | 12345 |
| Registration Hall of Bao’an Sub-Bureau | 1st Floor, Integrated Training Building of Bao’an Sports Center, Intersection of Bao’an Boulevard and Luotian Road, Bao’an District, Shenzhen (Opposite the Bao’an Immigration Permit Application Hall) | 12345 |
| Registration Hall of Longgang Sub-Bureau | No. 8033-1, Longxiang Boulevard, Longcheng Subdistrict, Longgang District (south-west of main gate of District Government Office), Shenzhen | 12345 |
| Registration hall of Yantian Sub-Bureau | Administrative Services Hall of Nanshan District, Xiangjing South Road, Yantian District, Shenzhen | 12345 |
| Registration hall of Guangming Sub-Bureau | Administrative Services Hall of Guangming District, 1st Floor, Public service platform at the junction of Niushan Road and Deya Road, Guangming District, Shenzhen | 12345 |
| Registration hall of Pingshan Sub-Bureau | 2nd Floor, Qixing Building, No. 12, Jinniu West Road, Pingshan District, Shenzhen | 12345 |
| Registration hall of Dapeng Sub-Bureau | 1st Floor, Administrative Services Hall, No. 10, Zhongshan Road, Dapeng Boulevard, Dapeng New District, Shenzhen | 12345 |
| Registration hall of Longhua Sub-Bureau | 1st Floor, Block A, Guohong Building, No. 98, Meilong Boulevard, Longhua District, Shenzhen | 12345 |
Registered capital is subscription-based, and can be fixed according to the needs of the company. There are no minimum requirements for registered capital except for certain special industries and companies in the Qianhai Free Trade Zone. An enterprise can provide in its corporate charter the time period for and number of times of registered capital payments, without requiring a one-off payment of all registered capital. Payment of capital can be made over multiple terms, without any specific requirements for the amount paid for each term.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
Making company seals
In order to create a first-class business environment, further streamline the start-up process of enterprises, and effectively reduce the burden of enterprises, the general office of Shenzhen Municipal People's government issued the Notice of Engraving 0fficial Seals for Newly Established Enterprises Free of Charge. From January 1, 2020, four official seals (corporate seal, financial seal, invoice seal and contract seal) will be engraved for new enterprises in the whole city. Enterprises can select "Free Seal Engraving" when applying for starting an enterprise, and then go to the administrative service hall of each district to get the seals. Due to the system upgrade of the Qianhai Bureau of Industry and Commerce and other reasons, it may not be possible to choose "Free Seal Engraving" in some cases, which requires enterprises to select online or offline seal engraving shops to apply for seal engraving with the seal engraving verification code.
The Applications of Seals:
(1) Official seal/administrative seal (required for opening business bank accounts)
(2) Financial seal (required for opening business bank accounts)
(3) Legal representative’s personal seal (with personal name) (required for opening business bank
accounts)
(4) Invoice seal (for stamping on invoices)
(5) Agreement seal (for signing of agreements)
Opening business bank accounts
Leanne is delighted that she was able to successfully obtain a business license for Shenzhen 88haha Media Co., Ltd. and have the seals made, but she is also now concerned about the next step. An enterprise needs capital to operate, and she realizes that the company does not yet have a bank account. She is also discussing business operations with her partners, so a company bank account is now more urgently needed than ever.
To familiarize Leanne with the kinds of documents required for opening a bank account in China, professional start-up consultant EG from Start-Up Guide provides Leanne with a list of contact numbers for major banks in China, with which she can make enquiries.
By dialing the following numbers, you will be directed to the English-language service of the respective banks:
By dialing the following numbers, you will be directed to the English-language service of the respective banks:
| Bank | Customer service number |
| Bank of China | 95566 press 8 |
| China Construction Bank | 95533 press 4 |
| Industrial and Commercial Bank of China | 95588 press 0 |
| Agricultural Bank of China | 95599 press 9 |
| China Merchants Bank | 95555 press 8 |
| Shanghai Pudong Development Bank | 95528 press 2 |
| China CITIC Bank | 95558 press 4 |
| China Minsheng Bank | 95568 press 9 |
| China Everbright Bank | 95595 press * press 7 |
| Industrial Bank Co., Ltd. | 95561 press 9 |
After her call has gone through, the customer service executive informs Leanne that there are three common types of foreign-invested company bank accounts:
① Basic account (required for an enterprise, with only one allowed).A basic account is the first bank account that an enterprise needs. You must first have a basic account to be able to open other accounts. A basic account allows you to deposit and withdraw funds, receive payments, pay withholding tax, pay wages, etc.
② Foreign currency capital account (required for foreign-invested enterprises):
This is an account for receiving capital paid by foreign shareholders in foreign currencies. When making capital payments from a foreign bank to a foreign currency capital account in China, the purpose of payment must be stated as “investment” or “capital”. This is to make it easier for the auditor to identify the amount as registered capital in the capital verification report.
After injecting the registered capital, the enterprise needs to go through the “FDI entry registration”procedure at the bank.
At the same time, the bank will have set certain rules regarding the use of the registered capital in accordance to the instructions and requirements of the Administration of Foreign Exchange of Shenzhen Municipality. Please be sure to adhere to the specific requirements of each bank. For example: A foreign trade company that intends to make payments to its suppliers must present the relevant agreements, invoices and other documents at the bank counter to apply for the account before it is able to make any overseas payments.
On April 10, 2020, the State Administration of Foreign Exchange issued the Notice of the State Administration of Foreign Exchange on Optimizing Foreign Exchange Administration and Supporting the Development of Foreign-related Business (HF [2020] No. 8), which will promote the reform of capital account income payment facilitation throughout the country. That is to say, when eligible companies are allowed to use capital item income such as capital, foreign debt and overseas listings for domestic payments, they do not need to provide the bank with proof of authenticity in advance. The handling bank shall follow the principle of prudent expansion of business, manage and control relevant business risks, and conduct random checks on the facilitation of capital item income payment afterwards in accordance with relevant requirements. However, there are certain difficulties in actual implementation. Generally, companies with good credit can avoid providing information in advance.This need to be implemented step by step.
On April 10, 2020, the State Administration of Foreign Exchange issued the Notice of the State Administration of Foreign Exchange on Optimizing Foreign Exchange Administration and Supporting the Development of Foreign-related Business (HF [2020] No. 8), which will promote the reform of capital account income payment facilitation throughout the country. That is to say, when eligible companies are allowed to use capital item income such as capital, foreign debt and overseas listings for domestic payments, they do not need to provide the bank with proof of authenticity in advance. The handling bank shall follow the principle of prudent expansion of business, manage and control relevant business risks, and conduct random checks on the facilitation of capital item income payment afterwards in accordance with relevant requirements. However, there are certain difficulties in actual implementation. Generally, companies with good credit can avoid providing information in advance.This need to be implemented step by step.
③General account (not required, multiple accounts allowed)
An enterprise may open a general account locally or overseas, which allows for the deposit of cash, but not withdrawal. Only bank transfers are allowed, as well as payment of withholding tax.
An enterprise may open a general account locally or overseas, which allows for the deposit of cash, but not withdrawal. Only bank transfers are allowed, as well as payment of withholding tax.
After learning about the different types of business bank accounts available, Leanne has the following question: Where should I open the accounts, then?
Do I need to make an appointment before visiting a bank to open a bank account? How should I make an appointment?
The customer service executive replies:
1. You can choose any bank near you. You can keep an eye out and see if any preferred bank is located downstairs from or in the vicinity of your office. Since you will most likely need to visit the bank often for banking errands after the company is in full operation, it might be wise to choose a bank close to your office to save time and obtain banking information quickly.
2. Choose a bank you are familiar with. If you have used Bank of China before while overseas, then you can try and open a business account at a Bank of China branch in Shenzhen. There would be fewer differences between the operations and management of branches of the same bank.
Do I need to make an appointment before visiting a bank to open a bank account? How should I make an appointment?
The customer service executive replies:
1. You may schedule an appointment on the phone with the bank staff;
2. You may walk in and make an appointment at your selected bank;
3. You may also schedule an appointment through the bank’s website or the bank’s WeChat public
Additionally, it is advisable to bring along some cash to the bank for payment of possible account-opening fees, such as:
1. Account-opening processing fee;
2. Account management fee (usually paid monthly);
3. USB Key processing fee;
4. Online banking management fee (paid monthly or quarterly);
After hearing all this, Leanne is a little intimidated by the complicated process. Leanne’s friend in China was eager to help, and introduced her to a client manager from a Bank of China branch in Nanshan District. The manager sent Leanne an email detailing the process, the list of documents required, common issues and some important things to keep in mind for opening a bank account.
Process flow for opening a basic bank account (for reference only - please refer to the individual requirements of each bank):
(2) Process flow for opening a foreign currency capital account (for reference only - please refer to the individual requirements of each bank):
Process flow for opening a basic bank account (for reference only - please refer to the individual requirements of each bank):
1. Find a bank and schedule an appointment
2. Bring along company documents; the legal representative is required to apply in person at the bank counter(application will take 1 to 5 working days to process if documents submitted are complete)
3. The bank customer manager comes to take pictures (the company should hang the doorplate in the office) [subject to bank requirements]
4. Collect the basic deposit account information sheet, USB key and other account-opening documents.(Process can be completed on the same day)
5. Account is in regular use, including payment collection.
(1) List of documents required for opening a basic account (for reference only - please refer to the individual requirements of each bank):
1. Original business license of the company;
2. Original office leasing agreement and proof;
3. Original trust agreement for company office in Qianhai (required for enterprises in the Qianhai Free Trade Zone)
4. The legal representative needs to attend to the application in person at the bank account, and have his or her picture taken by the bank employee;
5. Original passport of the legal representative;
6. The company’s official seal, financial seal, and legal representative’s personal seal;
7. Original passport of the company’s online banking executive;
8. Original passports of natural person shareholders.
Tips:
The bank employee may ask the legal representative the following questions when handling the
application in person:
1. What is the registered address of the company? Is it the same as the company's office address?
2. What is the main business area of the company?
3. How many employees does the company currently have?
4. Who are the company's shareholders? What are their capital shares?
5. What is the estimated annual sales revenue of the company?
There are no standard answers to the above questions. You only need to answer based on your company's situation.
There are no standard answers to the above questions. You only need to answer based on your company's situation.
(2) Process flow for opening a foreign currency capital account (for reference only - please refer to the individual requirements of each bank):
1. Applying for registration certificate for FDI (Process takes 2 to 5 working days);
2. Bring along company documents, the legal representative is required to attend to the application at the bank counter to open foreign currency capital account (application will take 1 to 5 working days to process if documents submitted are complete);
3. The bank customer manager comes to take pictures (the company should hang the doorplate in the office)
4. Collect the basic deposit account information sheet, USB key and other account-opening documents.(Process can be completed on the same day)
5. In regular useWhen the shareholders transfer the registered capital from abroad,they need to remark as “investment funds”.
6. Bring along company documents, and register for the crediting of FDI into the account at the relevant bank.
Confirm that the capital has been credited into the foreign currency capital account.
Confirm that the capital has been credited into the foreign currency capital account.
(3) List of documents required for applying for FDI (for reference only - please refer to the individual requirements of each bank):
1. Original business license;
2. Original office leasing agreement and proof;
3. Original and photocopy of passport of legal representative (whether he or she needs to be at the bank in person depends on the bank’s requirements);
4. Original and photocopy of account-opening permit (if available);
5. Company’s official seal, financial seal, and legal representative’s personal seal;
6. Original receipt of acknowledgement of record filing for registration of foreign-invested enterprises;
7. Original record-filing declaration form for registration of foreign-invested enterprises;
8. Original corporate charter;
9. Original personal identification card of application representative;
10. Photocopies of passports of foreign natural person shareholders;
11. Photocopies of registration certificates of foreign shareholders.
(4) List of documents required for opening a foreign currency capital account (for reference only - please refer to the individual requirements of each bank):
1. Original business license;
2. Original office leasing agreement and proof;
3. Original trust agreement for company office in Qianhai (required for enterprises in the Qianhai Free Trade Zone)
4. The legal representative needs to attend the application in person at the bank, and have his or her picture taken by the bank employee (depending on each bank’s requirements);
5. Original and photocopy of the passport of the legal representative;
6. Company’s official seal, financial seal, and legal representative’s personal seal;
7. Original and photocopy of the passport of the payment contact person;
8. Original personal identification card of application representative;
9. Original business registration certificate.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
If I set a registered capital amount at the time of establishing my company, can I reduce it later if I don’t have that much capital?
Yes, you can. However, Company Law requires that any reduction of registered capital must be announced in the newspapers, and the application to reduce registered capital can only be made 45 days after publishing the announcement.
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