设定公司
喂所有，
我伙伴和我想要设定一家公司这里在中国地方化软件的有些类型成英语我们在网上在国际市场上可以卖。 我们全部在这个区域在操作的末端被体验并且确切地会进行即。 准许从中国开发商，做地方化，设定付款系统、服务器、顾客服务、行销等等。因为我们将需要一个小(或许15人)办公室，我们需要设定法律中国个体，以便我们可以雇用职员和做我们的生意。 因为我们“不会卖”什么在中国(我们的收支在网上从基于的服务器将被创造近海处)，我们的第一想法是设定RO，与香港父母。 我们与告诉我们的顾问谈了话这是容易做，虽然有文书工作介入的相当相当数量和需要至少几个星期。
二个问题浮现在脑海：
1) 什么是HK父母的好处？ 为什么没有根据状态设定LLC在美国为在以下$200和做与它？ 其他认为为税原因或父母应该在BVI或其他所谓的避税地。 我是对听见您的看法感兴趣关于便宜和容易的美国基于LLC与被提及的某些其他选择相对。
2) 真正地RO是否是公司的最佳的类型为我们？
ROs是受根据缴纳税的一个荒谬税政权支配在公司费用(!) 而不是赢利。 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