(1) The documents prepared by your party
Q:Could you please send me a detailed list of items you need from me in order to file the new Company Name with the government. We are in a rush to get started.
1).The documents prepared by your party and needed for the pre-approval of company name:
Detailed information about the WOFE business scope;
Duplicate and original copy of the Certificate of Incorporation of the parent company, or duplicate copy and the notarized copy by the Embassy of the People's Republic of China in USA;
Original and duplicate copy of the legal representative ' s identity ;
Registered capital;
The application form for the pre-approval of company name (filled out in Chinese).
2).The documents prepared by your party and needed for registration:
A sample signature of the president of parent company;
Registration certificate or identity certificate legalized by the local notarization office and back-signed by the Embassy or consulate of the People's Republic of China in USA ;
Common Seals of parent company
Two original copies of bank reference letter;
Two original copies of tenancy lease;
Business process of the WFO company;
The audit report of the latest year of the parent company;
Duplicate copy of identity certificate of the appointed monitor and manager of the WFO company;
Two colored photos and duplicate copy of the legal representative's identity;
Detailed address and telephone number of the parent company.
(2) Business procedure of the WFO company
Q:You mentioned that we will need business process of the WFO company. We are not sure what you mean by this line. Please give us details and an example to follow.
The mentioned Business procedure is the procedure or flow of business of the WFO company. For example, if the main business of a company is gift wholesale, then its business procedure can be: stocking from suppliers Contact overseas clients selling maintenance service
(3) Legal representative
Q: How to make somebody be our legal representative.?
You can make your legal representative by creating 2 documents:
A) Creating a record of the meeting minutes where the board of directors authorized the appoint one to be your legal representative.
B) Writing a letter on company stationery where our American company gives the appoint one the right to make decisions on our behalf. It should also say that he will be in charge of the company in China and that he will be the person who will set up the WOFE on our behalf.
C) Both of the above documents should be originals that are signed and sealed with the company
seal. To prevent having to translate, the originals should be written in Chinese.
Q: If I understand you correctly, once our legal representative has this authorization from us, he will be the one signing all the documents for the WOFE. In the unlikely event that our legal representative has to leave the company due to some family emergency ,for example, but our WOFE was created in his name, what would happen to the company if another GM would have to take his place?
Yes, once your legal representative leave the company,you could gives another appoint one the right to make decisions on our behalf by creating the above documents.
(4) Company seal and a sample signature of the Director of the Board
Q:Is it requested that we send our company seal and a sample signature of the Director of the Board to you?Is this really necessary if our legal representative will be signing things on our behalf?
Through the whole processing, the company seal and the sample signature of the Director of the Board would be used. For your safety, you can send the seal and relevant documents to your legal representative. We can contact him very easily.For your attention, all documents and certificates to be provided by your party are required to be in Chinese. If they are in English, they should be translated into Chinese by translation companies, which are registered in China
(5) Q:You have sent me an application for the pre approval of the name of the company. Is this something we have to fill out or can our legal representative do it?
Your legal representative can fill in the form on your behalf. But it should be signed and sealed by the investing company. You can send the company seal to your legal representative for further use.
Q:Please let me know if we need to fill out Application Form for Incorporation of Chinese
Company Limited since we already filled out the ATA agreement.
The mentioned Application Form for Incorporation of Chinese Company Limited itis different
from the ATA Agreement in function. The above-mentioned application form is for our inner
use. The basic information provided in the form is for company registration processing.
(6) the lease
Q: Can we legally sign the lease without having the new company name on it. The only name on the lease will be Vincent's. He will be our legal representative. Please confirm that we will not have difficulty incorporating the company if the lease is signed in this way.
Generally speaking, you have three choices to decide who will sign the lease: one of the
shareholders from parent company; the parent company; the legal representative of
Shenzhen company(WFOE). In your case, your legal representative is qualified for signature, he has power to sign the lease on the behalf of your company so long as this power is stipulated in the letter of authorization. A lease signed in this way would not affect company incorporation or future management.
Q:What do we do if we do not yet have a business license in China ?
In your case, since the legal respective will be the only name in the lease , only his identity certificate is required. It is required in case one party of the lease contract is a unit rather an individual. If it is a company, then the establishment documentation or business license of the parent company rather than that of the Chinese company is needed.
(7) Registered capital
Q:You needs to know what our registered capital will be. Last time you said that it should be between 100000 RMB and 500000 RMB for the type of work that we do. How do we decide what is the lowest investment capital that the government will accept without giving us any difficulty?
Our suggestion is that the investing capital is 500,000 RMB. The more registered capital, the more flexible in business scope.
(8) Hire and pay employees
Q: We wanted to be able to hire and pay our employees before we can get a business license. How can we do?
We suggested the following options:
A) Wire money directly from our business account into the employee's personal accounts. This could be very difficult because of Chinese law and we couldn't pay their social security, housing stipend, etc legally.
B) Hire a third party agency to employ them while we are setting up the business license. This company can then pay their social security, housing stipend, etc legally. Can you confirm that this is something you can help us set up if necessary? Please send us more detailed information on this.
C) Send money from our business bank account into your business account. You would then pay our employees salaries at no extra charge.This would be a temporary situation until we have our WOFE license and can employ them directly. This would be a good possibility but we are not sure if that means their social security, housing stipend, etc could be paid legally. Can you confirm?
(9) Documents need to be legalized and back signed
Q: Can you provide us with a clear list of all the documents that will have to be notarized and send to the Chinese embassy so we can prepare one complete package? This will save time later.
1. Incorporation documents of the parent company;
2. Certificate of registration of the parent company.
For your attention, the notarization must have information to show that the WFO is absolute controlling share by overseas investment.
Q: We need to send a registration certificate or identity certificate to be notarized locally and then send it to the Chinese consulate to have it legalized and back signed. What certificate is this? Can you please explain?
The certificate mentioned is the Certificate of Incorporation of the parent company. If the investor party of the WFO company is a unit rather than an individual, only the Certificate of Incorporation needs to be notarized locally and then sent to the Chinese consulate to be legalized and back signed.
(10) Identity certificate of the appointed manager of the WFO company
Q: You mentioned that you need 2 copies of. Will this be Vincent (our Chinese company GM), Eddie (our US company Treasurer), or Kevin (our US company President). Please clarify.
The WFO company has to appoint one manager and one supervisor. There is no special restriction on their nationality but they should be one respectively different from the legal representative.
Q: Does this need to be notarized or sent to the Chinese consulate?
The identity certificates of the appointed manager and the supervisor need not to be sent for notarization.
(11) Bank reference letter
Q: You mentioned that you will need 2 original copies of the bank letter. Do you have an example of this letter that I can have our bank follow.
Basic information required in the letter is: bank account number, company name, the date on which the account is opened, the sort of account and running status (normal or not).
Q: Does this letter have to be sent to the Chinese consulate?
Bank reference letter needs not to be sent for notarization.
Q: This letter will be in English. Will you be able to translate it?
The bank reference letter should be in Chinese when it is submitted to the government.
We are afraid we are not able to translate the letter for you; because it should be translated by a professional translation company locally registered and should be stamped with the company seal by that company.
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