中国(Pt 1)の新しいビジネスの開始: 法的主体
Toffler Niemuth著
私達の中のnon-lawyerのために、新しいビジネスのための法的主体を形作ることは初期の小さい障害物として機能できる。 中国では、形成は特に無数の大臣、言葉の障壁を運行することを試みている外国人が必要なguanxiを開発する、大いにより大きい障害物である場合もありちょうど一般にのでシステムがいかに働くか把握する。
これのための、私の考えは私のビジネスを私にビジネスの実行および操作の側面を残している間すべての政府、結合および税問題を担当するローカルパートナーの名で中国で始めてもらうことだった。 実際は、ビジネスを始めること外国人より中国語のための大いに容易(中国で)。 実際に、中国人はCNY1だけがビジネスを始められる必要とする。 とにかく、私は一方では利益の販売、本国送還、等の質問がだったが従って私が付加的な助言を私の心にはい始めたことをこれが最もよい計画、追求したことを考えた。
中国のアメリカの企業家は私が本土で作動するために完全に外資系の子会社(WOFE)を開ける香港の持株会社を組み込むことを提案した。 これは子会社に触れないで売買されることを可能にし、HKの親会社が従って本土(外見上不快感)のタイトル移動を取扱わなければならない。
I cross-checked this advice with another Australian entrepreneur in China who said this only works if you have operations in another country. According to her, the Chinese government doesn’t allow this method if you don’t have operations in another country, which I have no intention of having (initially, if ever).
Further research suggests I may not be eligible for a WOFE anyway as I intend to ’sell to the Chinese market’, well, more accurately provide a service to expats (and some Chinese) within China but I guess that’s still the same. According to that same site, my local partner could act just as I had in mind: “The local partner […] may be a silent partner who was acquired by the foreign firm simply to gain domestic market access.”
A different site suggests that information is outdated and therefore “With China’s entry into the WTO, these conditions were gradually abolished and the WFOE is increasingly being used for service providers such as a variety of consulting and management services, software development and trading as well. […] The advantages of establishing a WFOE include: Capable of converting RMB profits to US dollars for remittance to their parent company outside China.” By comparison to the Chinese who can start a business with CNY1, a WOFE requires registered capital of USD120,500.
Guess its time to consult a lawyer. In the meantime, I welcome anyone’s advice who has had experience with this.
Toffler Niemuth, Shop My Shanghai
April 5th, 2008 at 5:48 am
Nearly everything you say on here is wrong. There is no good way to start a company with a Chinese partner without it being a joint venture. If you are going to sell to China from within China, you almost certainly do need a WFOE. It is almost always easier to have that WFOE owned by a foreign company (though it is possible to have it owned by you individually), but that foreign company certainly not need be from HK; in fact most of the time for our American clients it makes sense to form a US LLC to own the Chinese WFOE.
I can tell a million horror stories of foreigners who tried to save money by having a Chinese “partner” start their business for them in China as a domestic company owned by the Chinese partner “on behalf of the foreigner.” Worst case scenario is that the Chinese partner runs away with the company as soon as it gets profitable.
April 6th, 2008 at 4:45 am
Some people shall be very careful when they publish so called “experts”. The first guy or girl who comes to town -here actually in Shanghai- she/he knows how it works here.
I can understand that there is a demand for China expertise on law and management but not everybody qualifies for it!
April 6th, 2008 at 4:55 am
I agree. I also do not think it is a safe entity for you, Toffler! Now I am working in a foreign company in the name of Chinese local in Dongguan as a Canadian boss’s assistant. The problem will happen is like the local man will interfere every field, finance, management,ect. which will make you headache.
Another, policy of the inner China and coastland economic area is different. So where is your ideal place for entity?
Anything you want to know more about China, you can contact me at: tinaleaf33@gmail.com
April 7th, 2008 at 3:44 pm
Dear Toffler
I fully agree with the first remark. This again shows what foreigners who want to start a business - big or small - should not do: listen to a handful of foreigners with some “experience” in China. There are so many lawyers and consultants interested in your business. They can give you some free advice, and for a fee help to implement your structure. See such costs are your start-up costs, if your business goes well then they are definitely worth it!
Anyway, as you would like an answer to the above questions, see below. But the most valuable advice I can give you: discuss your plans with someone who does this for a living!
- no, you should not invest through a “local partner” because if he turns on you, you will lose everything you have invested. Period. And since this happens a lot, don’t do it.
- whether you want to invest as an invidual, or through a holding company in Hong Kong or elsewhere is really not so important for small businesses. HK has tax and corporate advantages, but establishing a HK holding company as intermediary also brings costs. You have to balance this.
- you can establish your WFOE to sell to anyone, Chinese and foreigners in China, Chinese companies and companies abroad, though there are some limitations for certain products. This is related to your WFOE’s “business scope”. It all depends on what you want to do.
- regarding your investment: Chinese law sets a minimum registered capital (RMB 100,000 if only one investor), but competent authorities have the right to demand more depending on your business plan (your “Feasiblity Study Report”), and it is true, they do want you to invest as much as possible. But this is money that you will be using to rent your office, pay your salaries, purchase your furniture, and do your business. So it is not a cost, just financing.