Ajuste - acima de uma companhia
Hi todos,
Meus sócios e eu queremos ajustar acima uma companhia aqui em China para localizar algum tipo de software no inglês que nós podemos vender em linha em mercados internacionais. Nós todos somos experimentados nesta área e sabemos exatamente proseguir na extremidade operacional isto é. licenciando dos colaboradores chineses, fazendo o localization, ajustando-se - acima dos sistemas do pagamento, dos usuários, do serviço de cliente, do marketing, etc.Desde que nós necessitaremos (um escritório pequeno da pessoa talvez 15), nós necessitamos ajustar acima uma entidade chinesa legal de modo que nós possamos empregar a equipe de funcionários e conduzir nosso negócio. Desde que nós “não estaremos vendendo” qualquer coisa em China (nossos rendimentos serão gerados em linha dos usuários baseados offshore), nosso primeiro pensamento era ajustar acima um RO, com um pai de Hong Kong. Nós falamos aos consultantes que nos disseram que este era fácil de fazer, embora houvesse uma quantidade justa de paperwork envolvida, e fará exame pelo menos de diversas semanas.
Duas perguntas vêm ocupar-se:
1) Que são as vantagens de um pai de HK? Por que não ajustado acima um LLC nos E.U. para $200 inferiores dependendo do estado, e seja feito com ele? Outros dizem que para o imposto as razões ou o pai devem estar no BVI ou em outro assim que - o haven de imposto chamado. Eu estou interessado em ouvir suas opiniões sobre um LLC baseado E.U. barato e fácil ao contrário de algumas das outras opções mencionadas.
2) É um RO realmente o mais melhor tipo de companhia para nós? ROs are subject to an absurd tax regime based on paying tax on company expenses (!) rather than profits. Since we won’t be profitable for about 9 months, and will incur fairly large expenses (like staff, rent, equipment, etc.) perhaps a WOFE is the way to go after all. Thoughts?
What originally seemed like such a simple idea - a small office to perform certain tasks all laid out in the business plan, is becoming bogged down in our thinking about how to create an appropriate legal entity. Any suggestions would be highly valued. Thank you in advance.
Jon
July 11th, 2008 at 12:50 pm
Hi Jon,
You ask the right questions. There is no real benefit to an RO if it has a Hong Kong companyas “parent” , except that sometimes it is easier to get the paperwork together for establishment.
Regarding RO vs. WFOE, this is not so easy to answer. Certainly a WFOE gives you more flexibility, especially if you consider invoicing in China. Moreover, you are right that RO’s are subject to considerable taxes. On the other hand, the set-up costs and required investments for a WFOE are higher, and you need to confirm whether a WFOE is allowed for your business. In my experience, everything “online” may be subject to further restrictions and/or licenses - some more research may be needed!
You will be receiving a lot of comments from others on this topic, but if you ever want to discuss, contact me at mjroos@wjnco.com.
July 13th, 2008 at 11:21 am
Hi Jon,
Maarten has given some good comments here and unless you plan to actively use the HK company for conducting the invoicing for transactions or business leads that the RO might be able to generate then you may not need the HK Company.
Most people we do this for actually DO use the HK company for conducting the actual transaction with Chinese parties that the RO has been able to “source”. The tax on HK sourced income is only 16.5% so its a resonable place to book business and might create a deferal if profits are ultimately being remitted somewhere else. There would be no further tax at the HK end after this profits tax has been deducted as HK does not impose any other taxes that would impact the business.
If you are going down the path of a WFOE (and remember these need capitalizing as well as being more expensive, and more complicated to establish), then the HK company makes a lot a lot of sense for three key reasons:
1) Your Holdco would be in a jurisdiction which is familiar and strong from a legal perspective. That in and of itself is a benefit. You can at least have a cut out in a common law jurisdiction if things go wrong in the PRC.
2) From a finance perspective, having the Holdco in HK gives you access to one of the top three banking and fincial centres in the worls.
3) In terms of taxes, you would still have a tax liability in China, but when remitting the funds out as a dividend, China would only levy 5% on the witholding tax to HK as opposed to between 10-15% if directly to North America. If dividends were being remited to the BVI then 10% witholding tax.
In addition, while use of the BVI as a holding jurisdiction is common (it is the second largest investing jurisdiction in China after HK), it is precisely this reason that has made the BVI a bit of a red flag for the Chinese tax authorities. Hong Kong does not have the same stigma attached to it.
Hope this helps and if you need any more guidance, feel free to touch base with me at gledboo1@yahoo.com.
Cheers
Daniel
July 13th, 2008 at 11:49 pm
Hi Jon,
I have a lot of experience in the software game both online as well as OEM and retail, if you want to discuss your BP, dorp me an email : rafalpotega@hotmail.com and I will be able to point you in the right direction.
Regards,
Rafal
July 16th, 2008 at 2:20 am
Hi,
I have a simple solution, why not sign a contract with me and leave all Chinese work to me?
July 16th, 2008 at 2:35 am
Hi Jon,
If you would like to have a partner of localizing the software, feel free to contact me at: jian.sheng@thebigword.com.
Cheers,
Sheng Jian
July 19th, 2008 at 12:04 pm
Thanks to all for your useful information. I will be pushing this venture forward over the next few months, and I will almost certainly be contacting some of you in the near future. Thanks again.
Jon
July 22nd, 2008 at 11:52 pm
Hi Jon, I’ve just sighted your latest post and reviewed the earlier comments. I have recently established an RO in one of the inland provinces. The only expenses you need worry about are those incurred in China. The only financial transactions you need to account are those involving the RO entity located in China. If you structure your business so you separate the China based financial transactions from those of the externally based parent, then the RO expenses should not be a concern. Feel free to contact me for more information.