Formation in China [Back]

INVESTMENT PROCEDURE (WFOE) IN SHANGHAI

An encouraged or permitted project with its total investment under USD 10 million shall be examined and approved by the district or county authorities where the project is to be located.

Procedures for establishing a Wholly Foreign Owned Enterprise (hereinafter refer to WFOE), the foreign investor is required to entrust the authorized consultative bodies or agencies with the tasks of application and documents submission for approval.


1. Preparing and presenting Project proposal

Attached files:
1) If foreign investor 's title is parent company:
    a) Application letter signed by legal representative of parent company-------original
    b) Parent company' s registration certificate, --------------------------------copy
    c) Last year's Income Sheet and Finance report, ----------------------------copy
    d) A prove of Legal representative of parent company and his passport------copy
    e) Bank letter (Good reputation in Bank)------------------------------------original
    f) Profile or brief introduction of parent company-----------------------------copy
    g) leasing agreement with landlord's property certificate----------------------copy
2) If foreign investor's title is person
    a) Application letter signed by investor---------------------------------------original
    b) Bank letter (Good reputation in Bank )------------------------------------original
    c) Investor's passport-copy-------------------------------------------------- copy
    d) Profile or brief introduction of investor-------------------------------------copy
    e) leasing agreement with landlord's property certificate----------------------copy

The entrusted agent shall work out a Project Proposal and Present it to the examination and approval authority.
Some of content in proposal should be offered by investor :
    a) WFOE's name ( with another three names for name registration),
    b) Business scope,
    c) Total investment amounts and registration capital amounts,
    d) Company life,
    e) Registration address, ( with),
    f) How many employees,
    g) How many normal revenue in a year,
    h) How about export situation,
    i) Names of directors in board if setting director board ( their passport copies)
    j) Name of WFOE's legal representative (chairman of director board), his nationality, contacted address and his passport copy),
    k) The name of CEO
    l) Others.

After receiving the proposal and attached files, the examination and approval authority shall give a reply (approval or disapproval ) within 20 days. The agent shall apply to Shanghai Administrative Bureau for Industry and Commerce for the enterprise's name registration after a positive reply.

2. Preparing and submitting feasibility study report and articles of association

After the project is approved, the agent shall prepare a feasibility study covering items such as financing, site selecting, technological process, equipments, raw material supply, market survey, economic results, foreign exchange balance, infrastructure facilities, etc.

While the feasibility study report is prepared, investor needs to draw up articles of association. Agent submits them to the examination and approval authority.

The examination and approval authority shall give a reply (approval or disapproval) within 30 days.

3. Apply for WFOE's identification code

Holding the approval, go to the city's corporate identification code office.

4. Application for the issuance of the approval certificate

After getting the ID code of WFOE's ID code, governments at district or county level shall issue the approval certificate within 3 days after receipt of the application.

5. Application for business license

The agent or WFOE may register with Shanghai Administrative Bureau for industry and Commerce within 30 days after receiving the approval certificate and apply for the business license. Shanghai Administrative Bureau for industry and Commerce shall issue the business license within 10 working days to those projects approved by the examination and approval authorities of Shanghai.
The WFOE is deemed as established on the date when the business license is issued.