According to the Company Law of the PRC, a one-person limited liability company shall prepare a financial report by the end of every fiscal year and have the report audited by a certified public accounting firm registered in China. The term "one-person limited liability company" refers to a limited liability company with only one natural person shareholder or legal person shareholder.
The Wholly Foreign Owned Enterprise (WFOE) in general refers to a Limited liability company wholly owned by one or more foreign investor(s). Company limited by shares, if all shares are held by foreign nationals or foreign enterprises, then it is also referred to as WFOE. In China, WFOEs were originally conceived for encouraged manufacturing activities that were either export orientated or introduced advanced technology.
Before the official incorporation of a FIE, if it needs cash urgently for the purpose of pre-incorporation expenses, it can choose to set up a Temporary Capital Account. This account is to temporarily receive funds directly related to the investment in China. However, this account is not a necessity. It should be based on the needs and requirements of the company and approval by the State Administration of Foreign Exchange (SAFE).
The procedures for establishing a Resident Permanent Representative Office (RO) vary slightly in different areas of China and also vary in accordance with the places where the foreign companies are located. In general, the procedures for the establishment of a Permanent Representative Office consist of three steps:
China Representative Office Registration. Change of Name of the Representative Office,Application for Extension of Residence of a China Representative Office. The duration of the residence for the Representative Office (RO) is registered in the registry office, which is starting from the date on which the registration certificate is issued by the registry office.
A liquidation committee is composed of its shareholders to handle the liquidation within 15 days from the dissolution date of the company. The liquidation committee shall liquidate and value the company’s assets in accordance with Chinese law and the articles of association.During the course of liquidation, the company shall not conduct any business activities irrelevant to the liquidation.
For an incorporation of an entity in China, there are many procedures, legal documentation and various governmental requirements. One of the documents to be submitted for the purpose of registration of a WFOE is the duly legalized Certificate of Incorporation or identity document of the shareholder of the WFOE.
In accordance with the Company Law of the PRC, the board of directors established by a limited liability company to be composed of 3 up to 13 members. However, for a limited liability company with a relatively small number of shareholders or for a limited liability company relatively small in scale, it may appoint one executive director only and does not have to establish a board of directors.
Procedures for Approval of Permanent Representative Office Established in Shanghai by Tourism Enterprises, Tourism Market Management Department of Shanghai Municipal Tourism Administrative Commission. Verification of the application shall be completed by Shanghai Municipal Tourism Administrative Commission within 30 working days after acceptance. If approved, it shall be submitted to the National Tourism Administration of P.R.C. for approval.
The head office of a representative office (RO) shall apply for deregistration upon the occurrence of the following events: (1) the head office decides to close down its RO in China; (2) the RO will not continue its operation upon the expiration of its residence in China; (3) the head office ceases to exist; (4) the RO has been ordered to close down in accordance with the law. The RO shall apply for deregistration with various registration authorities involved