Set Up Limited Liability Company Registration in Shenzhen

I. Company Name

There are in general 3 company name formats with no difference in substance, and any one of them can be chosen for registration.

1.District + Firm Name + Industry + Form     Shenzhen Zhengtu Financial and Taxation Company Limited

2.Firm Name + (District) + Industry + Form   Zhengtu (Shenzhen) Financial and Taxation Company Limited

3.Firm Name + Industry + (District) + Form   Zhengtu Financial and Taxation (Shenzhen) Company Limited

II. Registered Capital and Paid-up Capital

There are registered capital requirements for a company registered in China and the Company Law requires a minimum registered capital of RMB30,000, but the required registered capital of a company varies with industry, nature and district

III. Shareholder, Director, Supervisor and Legal Representative

Shareholder:               foreign enterprise, individual or partner (Hong Kong, Macao or Taiwan)

Director:                      can be assumed by a foreign party or a Chinese party

Supervisor:                  can be assumed by a person from overseas or mainland China, and a separate supervisor is                                                       required if there is only one shareholder

Legal representative:the legal representative of a wholly foreign-owned enterprise can be assumed by a person                                                   from overseas or mainland China, who may or may not be a shareholder or director.

IV. Materials Required for Company Registration

  • Identity card with photocopy of shareholder;

  • Name of enterprise;

  • Duplicate of identity card, phone and mailbox of legal representative;

  • Photocopy of identity card, phone and mailbox of executive director, manager, supervisor, corporate contact person and finance controller;

  • Title certificate, tenancy agreement and rental invoice of the business premises; and

  • Scope of business of the company.

V. Procedures for Company Registration

Company registration can be proceeded with after confirming the 7 essential elements (company type, company name, registered capital, shareholder and capital contributed, registered address, scope of business and senior management of the company) and allocation of equity interest. The registration procedures for a company are as follows:

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Workflow (the whole process usually requires 20 working days)

  • Tradename (firm name)

  • Pre-approval of name

  • Capital verification

  • Registration of company incorporation

  • Collection of business licence

  • Application for organisation code certificate

  • Application for state and local tax registration certificate

  • Opening a basic corporate account;

  • Opening a general account and a tax account

  • Tax return filing and invoice purchasing

Requirements for a domestic company

  • The number of shareholders conforms to the statutory number;

  • The capital contributions of the shareholders reach the statutory minimum amount of capital;

  • The shareholders have jointly formulated the articles of association of the company;

  • The company has a name and an organisational structure established in compliance with the requirements for a limited liability company; and

  • There are fixed premises and necessary conditions for production and operation.

VI. After Incorporation of the Company

1. Opening a bank account

Opening a basic corporate account for daily use

2. Tax accounting

  • Original and copy of business licence ;

  • Company seal, contract seal, dedicated financial seal, dedicated invoice seal and legal person seal

  • Articles of association of the company

3. Opening a social insurance account

 

The Social Insurance Law stipulates that an employer should apply for social insurance registration within 30 days from the date of incorporation.

4. Application for tax control and Invoice

 

If an enterprise needs to issue invoice, it must apply for a tax controller, participate in tax control training, verify the type of invoice and apply for acquisition of the invoice. After completing the application, the enterprise can issue invoice by itself.

Set Up Foreign-funded Enterprise Registration in Qianhai

Preferential Policies for Company Registration in Qianhai

1. Enterprise income tax is reduced to 15%

The enterprise income tax of a company registered in Qianhai falling within the Preferential Industry Catalogue is levied at a reduced rate of 15%, and currently there is no similar preferential policy in Shanghai Free Trade Zone.

 

2. There is no restriction on registered capital for a solely Hong Kong-funded enterprise.

 

A solely Hong Kong-funded enterprise (all shareholders are Hong Kong people or a Hong Kong company registered by Hong Kong people is the controlling shareholder) has no capital requirements, and other companies require a registered capital of RMB5 million (or equivalent foreign currency) or more.

3. All things being equal, a Hong Kong-funded enterprise has priority

 

The personal income tax of non-domestic talents, including high-end talents and those in short supply, is levied at a reduced rate of 15%. Among the first batch of designated non-domestic talents, Hong Kong people account for more than 70%.

4. One-third of the land is exclusively for Hong Kong enterprises

 

Qianhai has put forward that one-third of the land be exclusively for Hong Kong enterprises. As at last year, Qianhai assigned 268,000 m2 of land to Hong Kong-funded enterprises, accounting for 43% of the total land assigned.

The procedures for an enterprise to station in Shenzhen Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone are as follows:

  1. The applicant should determine whether the enterprise intending to invest in Qianhai falls within the project categories of the Industry Access Catalogue for Qianhai Shenzhen-Hong Kong Modern Services Industry Cooperation Zone 
     

  2. An enterprise is not allowed to station in Qianhai by relocation
     

  3. The applicant should first formulate the company name of the enterprise to station in Qianhai. The company name can include the term “Qianhai” and application for approval of the name should be made to the Shenzhen Municipal Market Supervision and Regulation Bureau. The minimum registered capital should be RMB10 million. The registered capital for technology services, information services and professional services can be RMB5 million upon application. If Shenzhen Municipal Market Supervision and Regulation Bureau has other requirements on a company’s registered capital, those other requirements should be followed. For example, the minimum registered capital of a foreign financial leasing company should be US$10 million, the minimum registered capital of a factoring company should be RMB50 million, and the minimum registered capital of an equity investment fund company is RMB100 million, etc.;
     

  4. The applicant prepares materials and apply to Shenzhen Qianhai Commerce Secretariat Co., Ltd. to initiate the application procedures for stationing in the registered address in Qianhai. The registered address in Qianhai is provided by Shenzhen Qianhai Commerce Secretariat Co., Ltd. free of charge and valid for 1 year;
     

  5. With effect from 1 September, the Authority of Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone will not issue any formal reply of approval for stationing in Qianhai to enterprises that have applied to station in Qianhai. Enterprises are only required to apply to the Shenzhen Municipal Market Supervision and Regulation Bureau, but the Authority will still be responsible for the administration of filing and supervision of Qianhai enterprises;
     

  6. After collecting the agreement for registered address in Qianhai, applications can be made to the Shenzhen Municipal Market Supervision and Regulation Bureau and other authorities regarding procedures such as applying for corporate business licence;
     

  7. Pre-approval projects or registered capital requirements stipulated by laws and regulations should be handled in accordance with the requirements; for example, a foreign-funded enterprise should apply for an approval certificate for foreign investment from the Economy, Trade and Information Commission of Shenzhen Municipality for stationing in Qianhai; and
     

  8. Regarding the preferential policy of levying enterprise income tax at 15%, a company cannot enjoy it immediately after registering as a Qianhai enterprise, rather, application has to be made in accordance with the requirements of the rules of Qianhai’s Preferential Industry Catalogue upon implementation. Application in respect of other preferential policies should also be made in accordance with the prescribed procedures.

Information required for a company with foreign company and natural person as shareholders to station in Qianhai

  • Company name (Shenzhen Municipal + Firm Name + Industry + Company Limited);

  • Shareholder information, where a shareholder is a company, the name of the Hong Kong company should be provided, and notarisation is required by an appointed Chinese lawyer;

  • Natural person shareholders and legal persons are required to provide the originals of their identity cards and home re-entry permits on site;

  • Identity cards and home re-entry permits of legal persons (clear scanned version of the front and the back);

  • Identity cards and home re-entry permits of supervisors (clear scanned version of the front and the back);

  • Address of legal persons and supervisors; and

  • Scope of business (business).

Handling of information from the user

  • The original and photocopy of the business licence;

  • Company seal, dedicated contract seal, dedicated financial seal, dedicated invoice seal and legal person seal; and

  • Articles of association of the company.

Information required for a Hong Kong-funded company to be stationed in Qianhai

  • Company name

    • The format of the name is: Shenzhen (Municipal) + (Qianhai) + Firm Name + Industry + Company Limited. The company name to be adopted should not duplicate with that of another company

  • Registered address

    • To be provided as requested

  • Scope of business

    • Conversion of the scope of business provided by the client into the standard terminology used by the Shenzhen Municipal Market Supervision and Regulation Bureau

  • Registered capital

    • Solely Hong Kong-funded enterprise (if all shareholders are Hong Kong people or a Hong Kong company registered by Hong Kong people is the controlling shareholder, there are no capital requirements

  • Supervisor of the company

    • If there are multiple shareholders, one of them can be selected as the supervisor

  • Legal representative

    • The name appearing on the business licence

  • Company shareholder information and shareholding ratio

    • The name (company name), home re-entry permit number (unified social code), capital contribution and shareholding ratio of each shareholder

Workflow of Qianhai company registration through an agent

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Workflow of registration of Hong Kong-funded company in Qianhai

  • Pre-examination of foreign investment filing (5 working days)

  • Affiliation of address (1 working day)

  • Submission of hardcopy materials for industrial and commercial registration, legal persons and shareholders who are foreign individuals must sign on-site, and only notarised materials are required for corporate shareholders (1 working day)

  • Awaiting re-examination of materials by the industrial and commercial authorities (about 5 working days)

  • Collection of licence and engraving of seals after approval (2 to 3 working days)

Time required for registration of Hong Kong-funded company in Qianhai

10 to 20 working days

Information obtained after registration of Hong Kong-funded company in Qianhai

  • The original and a copy of the corporate business licence;

  • Company seal, financial seal, and personal seal of legal person;

  • A copy of the tax declaration notes for taxpayers;

  • A copy of the Articles of Association of the company;

  • A copy of the foreign investment filing certificate; and

  • Agreement for affiliated address.