Wholly Foreign-Owned Enterprises
It is an independent legal entity in China with limited liability,
wholly owned by one or more foreign investors and established
entirely with foreign capital. “WFOEs” can carry business within its
registered business scope. This kind of company is increasingly
being used for service providers such as a variety of consulting and
management services, software development and trading.
Advantage of “WFOEs”
- Freedom for implementing policy matches with its parent
- Ability to carry out business in China while “RO” prohibited
- Capability to convert RMB to US dollars and remit out of China
- Freedom for import and export own product
- Greater efficiency of management
- Full controls of its resources
- Technology and technical know-how no need to transfer or share
Capital requirement for “WFOEs”
Nature of business |
Minimum capital requirement (RMB) |
Consulting |
0.1 – 0.5 million |
Service |
0.1 – 0.5 million |
High Technology |
0.1 – 0.5 million |
Wholesales |
0.5 – 1 million |
Retails |
0.5 – 1 million |
Food and Beverage |
0.5 – 1 million |
Manufacturing |
0.5 – 1 million |
The above table has listed the minimum capital requirements for the
establishment of “WFOEs”. However, by our experience we will advice
our customer to increase the capital up to a level which can cover
the initial costs, says the office rent, decoration, salary, etc. As
additional cost will be incurred, if reapply for permission to
increase capital, additional licensing fees, renewals of business
license and so on. Moreover, the setting up time may be difference
from city to city.
Joint Ventures (“JVs”)
- Equity Joint Ventures (“EJVs”)
It is a legal entity with limited liabilities and is usually set up
for specific purposes such as the establishment of a new
manufacturing concern. Normally, it will limited to a fixed period
of time from 30 to 50 years. In some circumstances, unlimited period
of operation can be approved, says involved the transfer of advanced
technology. Also, it requires foreign partner(s) to contribute a
minimum of 25% of the capital. In general, the foreign partners
provide the capital investment, technical knowledge and management
skills and arrange for technology transfer. The Chinese partner
normally makes land and buildings available and facilitates the
smooth operation of the joint venture. The partners share the
profits and losses of the joint venture in proportion to their
capital contributions. The paid up capital of an equity joint
venture may not be withdrawn during the term of its operation other
than in exceptional circumstances and is subject to approval.
Capital requirement for “EJVs”
Size of EJVs |
Capital contribution required |
Debt and equity |
≧ US$3 million 70% |
Debt and equity |
US$3 million ≧ US$10 million 50% |
Debt and equity |
US$10 million ≧ US$30 million 40% |
Debt and equity |
≦ US$30 million 33.3% |
- Cooperative Joint Ventures (“CJVs”)
The “CJV” are sometimes referred to as Contractual Joint Venture and
similar to “EJV”. However, it allows either to form as a single
entity with limited liability or bears liabilities independently.
The partners of “CJV” may share their profits and losses in
accordance with the provisions in the “JV” contract which do not
necessarily correspond with the ratio of their investment. In
addition, the foreign partner may recoup its capital during the term
of the “JV” as specified in the contract, provided that the
ownership of all the fixed assets of the joint venture may revert to
the Chinese partner on the expiry of the term.
Difference Between “EJVs” and “CJVs”
|
“EJVs” |
“CJVs” |
Minimum Capital requirement |
25% |
N/A |
Capital nature |
Approval must obtain for contribution other than cash
|
Cash or Non-cash contribution are acceptable |
Profit/Loss distribution |
Linked to shareholding |
Linked to the contract |
Dissolution/Expiry |
Net asset will distribute according to shareholding |
Net asset may be transferred to Chinese party |
Representation Office (“RO”)
In general, “RO” is established for engaging business liaisons,
quality control, product promotion, market research, exchange of
technology and other permitted activities in China. Also, it is an
effective and relative cheap way to expand your business in China
begins with an “RO”. However, “RO” is not an independent legal
entity. It is not allowed to directly engage in operational
activities, cannot issue official invoices or receiving payments
from its clients.
“RO” Functions
- Conduct research and survey for its parent
- Liaise with clients in China on behalf of its parent
- Provide data and promotional material to potential client and
trading partners
- Act as coordinator for its parent’s activities in China
- Make travel arrangements for parent’s representatives and client