How to Setup WFOEs in China

Published on 21 March 2023 at 11:53

Advantages of a Wholly Foreign-Owned Enterprise (WFOE)

A WOFE (or FICE – Foreign Invested Commercial Enterprise) is a limited liability company in China that is 100% foreign-owned. Unlike joint ventures, a WOFE gives you complete control over your business strategy, intellectual property, and profits.

1. Full Control Over Your Business

A WFOE grants foreign investors complete ownership and decision-making power. Unlike joint ventures, where local partners may influence operations, a WFOE allows businesses to maintain strategic control and protect intellectual property.

2. Financial Independence and Profit Retention

A WFOE provides the ability to retain all generated profits, ensuring financial independence. Additionally, they may qualify for tax incentives and government grants, optimizing profitability.

3. Greater Flexibility in Operations

A WFOE can engage in a wide range of business activities, including manufacturing, trading, and consulting. It offers the flexibility to adapt quickly to China’s evolving market and regulatory environment.

WFOE vs. Joint Ventures and Representative Offices

Joint Ventures (JV)

  • Require local partners, leading to shared decision-making.
  • Potential conflicts in management and profit-sharing.
  • Beneficial for accessing local resources but limits foreign control.

Representative Offices

  • Limited to non-profit activities like market research and liaison work.
  • Cannot engage in sales or revenue-generating operations.
  • Easier and faster to set up but lacks growth potential.

Your WOFE Establishment Journey with Viotech

We’ve designed a comprehensive service package to handle every step of your WOFE registration, so you can focus on your core business. Here’s how we make it happen:

1. Preparation & Documentation (Week 1-2)

We start by collecting all necessary documents from you:

  • Legalised incorporation papers and ID of your overseas parent company.
  • Identification and address proofs for your proposed Legal Representative, Director, and Financial Controller.
  • A lease agreement for your Shanghai office (must be for office use and over 12 months).

Our team will guide you through the legalisation process to ensure all documents meet Chinese requirements.

2. Registration & Approvals (Week 3-6)

Viotech takes the lead in submitting applications and liaising with authorities:

  • Company Name Approval: We conduct a search and secure official approval.
  • Business License & MOFCOM Filing: We prepare and file all paperwork for your business license and Ministry of Commerce registration.
  • Company Chops: We arrange for the official company seals to be carved—essential for all legal and banking transactions.

3. Banking & Financial Setup (Week 6-8)

Once your license is issued, we help you:

  • Open your basic RMB bank account and foreign currency capital account.
  • Complete foreign exchange registration.
  • Apply for VAT and general taxpayer status (optional add-on).
  • Set up import/export rights (optional add-on), if your business involves cross-border trade.

WFOE Taxation and Annual Compliance

1. Tax Responsibilities

  • Corporate Income Tax (CIT): 25% standard rate, with possible deductions for qualified businesses.

  • Value-Added Tax (VAT): 6%–13%, depending on the business sector.

  • Other Taxes: Includes urban maintenance and education surcharges.

2. Annual Reporting Requirements

  • Financial Audits: Mandatory submission of audited financial statements.

  • Tax Filings: Monthly or quarterly tax reports.

  • Annual Inspection: Government review of compliance with business regulations.

3. Repatriating Profits Abroad

After fulfilling tax obligations, WFOEs can transfer profits overseas through:

  • Compliance with foreign exchange regulations.

  • Submission of financial statements and tax clearance documents.

Proper tax planning ensures financial stability and regulatory compliance for long-term business success.

Types of WFOEs

1. Manufacturing WFOE

  • Engages in production and assembly.

  • May qualify for tax incentives and export rebates.

2. Trading WFOE

  • Handles import/export and distribution activities.

  • Requires additional permits for customs clearance.

3. Consulting WFOE

  • Specializes in professional services such as marketing and IT consulting.

  • Operates with lower initial capital requirements.

4. Technology WFOE

  • Focuses on R&D, software development, and innovation.

  • Often benefits from government support in high-tech zones.

 

Office Address Requirements for WFOEs

A physical office address is mandatory for WFOE registration. This ensures:

  • Compliance with Chinese legal and administrative requirements.

  • A designated location for government inspections.

  • A professional business presence in China.

Choosing the right office location impacts operational efficiency and credibility.