WFOE stands for Wholly Foreign-Owned Enterprise. As the name suggests, a WFOE (sometimes referred to as WOFE) is an organization set up in China, entirely owned by a foreign investor. Further, it represents a 100% autonomous, financial legal entity, bearing lawful obligations independently.
For incorporation service in China, please consult our dedicated page.
Today, a wholly foreign-owned enterprise, sometimes also referred to as WFOE, is the most used market entry vehicle for foreign investors searching for new markets as China has become one of the world’s most interesting investment destinations. It offers foreign investors a highly flexible market entry.
Please, noted, as of 1 January 2021, companies intended as a foreign investment vehicle need to be set up as a Foreign Invested Enterprise (or FIE). Read more about these at What is a Foreign Invested Enterprise?
Why should a WFOE be incorporated in China?
The concept was created from China’s desire to encourage manufacturing activities that are either trade-oriented or presented cutting-edge technology.
The primary reasons a company will want to set up a WFOE include:
Registered Capital vs. Starting Capital – Investment costs of a WFOE
The rules on a WFOE’s registered capital, as opposed to the business’s actual starting capital in China, may seem confusing to foreign investors.
The Chinese government has in fact eliminated regulations regarding the amount of starting capital and registered capital in order to ease the WOFE incorporation for foreign investors. In theory, no capital needs to be invested upfront except for the actual costs of the registration.
However, in order to facilitate the administrative process of obtaining a certificate of registration, we strongly advise foreign investors to declare a registered capital no lower than 1,000,000 RMB when registering. (subject to the business activity and district for incorporation).
Note that this amount does not need to be injected into the WFOE in the beginning, or in a single transaction. Rather, it should be the amount of funds that is planned to be generated by the WOFE within a fixed period of 29 years. The registered capital can be used to support the costs of the newly established WOFE’s activities, as payment of the salaries, office or facilities rental, purchase of a product, etc.
In summary, it can be simple and straightforward to setup a WFOE even with a rather low starting capital.
Types of Wholly Foreign-Owned Enterprises
A WFOE can only operate within its specific registered business scope as stated forward in its business license. If it chooses to engage in a different exercise than the ones specified in its Scope of Business, it is imperative to gain approval from the local authorities.
The different kinds of WFOE and their advised minimum registered capital guide are listed below:
There are several advantages to establishing a WOFE, including:
There are several advantages to establishing a WOFE, including:
Disadvantages of a WFOE
There are also several disadvantages to setting up a WFOE, such as:
WFOEs are required to designate no less than 3 individuals (of any nationality and residency) as the structure, which means a legal representative, a supervisor, and a financial officer are appointed. The legal representative also has to be at least the director and/or the general manager of the WFOE (or both).
Consequently, an annual audit report is prepared by the foreign enterprise, in addition to filing the annual taxes and submitted to the local Administration for Industry and Commerce (AIC).
Registered Address of a WFOE
During the establishment of a wholly-owned foreign enterprise in China, foreign companies must provide a valid registered address to the local authorities (either a plant for manufacturing or an office for other types of foreign enterprises). The workplace of a WOFE cannot be in a residential or living arrangement building nor a living arrangement and business (R&C) joined building.
Some cities allow a virtual address to be chosen as a registered address for Consulting WFOEs. Such a service can be provided by New Horizons Global Partners. The registered address during establishment must match the specified operational location.
Choosing a Company Name
The business name for a wholly foreign-owned enterprise must be in the Chinese language, and the following are to be considered when choosing the name.
Registering For Taxes
After your company has been granted its official business license, you must register to pay taxes with both the local and state tax bureaus. In addition to bringing the required documents, you will need to also make sure you have a company stamp that will function as your company’s signature for all legally binding documentation in China.
Since the outbreak of the COVID-19 pandemic, the Chinese government has instituted new tax relief policies to aid the unexpected operational challenges the pandemic has created for businesses across nearly every industry. COVID-19 has had a large impact on WFOEs specifically.
Due to the implications of the travel bans surrounding COVID-19, foreign investors have had to face additional challenges in the process of opening the necessary bank accounts needed to legally operate in China.
To alleviate this problem, banks in China created an alternative solution for these foreign business owners. Instead of needing to visit the bank in-person, foreign investors were allowed to participate in a video conference call to complete the check confirmation process. Some banks also allowed for virtual interviews, which were done under the condition that the documentation must be legalized at the Chinese embassy of the business’s country of residence.
These new procedures brought challenges to Chinese officials, as the process for obtaining bank documentation and legal WFOE status had previously been incredibly stringent. After approximately 4 weeks of this new system being in place, China enacted new policies to further regulate these banking processes to meet the country’s regulatory compliance standards.
The new requirements state that Chinese banks should strongly recommend that the legal representative comes to the bank in-person with their official passport to open the account.
China WFOE: What Are The Next Steps?
After fulfilling the requirements for forming a WFOE as listed above, there are additional steps that may need to be taken, depending on the location and scope of your business.
If your business is located in Shanghai, you will need to apply for additional relevant licenses after establishing your corporation’s name. These may include the following:
- Certificate of Approval by Ministry of Commerce or Foreign Economic Cooperation Bureau
- Business License with SAIC
- Organization Code License by Technical Supervision Bureau (TSB)
- Tax Certificate by Taxation Bureau
- Registration and approval with State Administration of Foreign Exchange (SAFE)
- Statistics license registration
- Import/export license (applicable for trading and manufacturing WFOE)
- Customs registration
In order to meet all relevant criteria for your business type, you may need to take additional steps during the establishment process. These include:
- Obtaining official company chops from the Public Security Bureau (PSB). There are multiple types of chops available, so it is important to be knowledgeable on the relevance of each when meeting with the PSB.
- Injecting capital from the investor’s overseas bank account. This allows the investor to use a portion of their personal equity in order to aid the establishment of their business in China.
- Obtaining a Capital Verification Report by a Certified Public Accountant (CPA). This process typically takes 3-4 weeks to complete and be issued the proper form by the CPA.
- Obtaining a financial certificate registration. The WFOE certificate of approval will contain an approval number, the date of approval, total investment, and other relevant information.
It is worth noting that activities such as marketing, branding, business development, quality control, etc. do not necessarily require the setup of an entity in China. New Horizons will simply become the “Employer of Record” of your staff in China. Further, we will ensure that the employee signs a compliant labor contract in China, with our local entity.
New Horizons HR team will take care of the payroll and tax declaration, while the employee will be exclusively working for your project as a normal employee.
In summary, compared to registering a business in most Western countries, registering a business in China is challenging work filled with paperwork.
A WFOE finds it difficult and tasking to submit the application documents to local authorities, hence, making it practically impossible to complete the registration procedure without a consulting company service.
Additionally, it would only need to ensure that the company is capable, qualified, and has incredible affiliations; procedural knowledge, and relationship with the local authorities, as this makes the application process easy and time-saving.
Further, the registration process can be confusing and discouraging for foreign investors. However, thanks to the support of New Horizons the process will be smooth, time-saving, and cost-effective.
New Horizons expert team will handle all the paperwork and bureaucracy requirements on your behalf. Thanks to our support your WFOE can be established within a short timeframe and your business will be quickly operative in China.
For more information about setting up a wholly-owned foreign enterprise in China, detailed requirements, and procedures, contact us today and we will provide the needed assistance.