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1.Shanghai Company Registration Process

1.Signing agency contracts and prepayingthe front money

According to the various registration areas and industries, the registration fee will be different.We will negotiate with you in detail before registration, and then protocolagreements. After both sides confirm that, we will start to conductthe formal operations for you face to face, on website, or at your companies!

2.Preparing the material of companies to be registered

mainly including: company names, shareholder information, registered capital, registered address, business scopes, the information of the directors of the board ,supervisors, managers and the legal representatives.

3.Company name approval

(1)the period of time: 5 working days

(2)application: specially assigned staffs will put your name to the Industrial and Commercial Bureau to beexamined and verified.

(3)results: examining names can be done by specially assigned staffs of Miaoyin Company's going to the Industrial and Commercial Bureau to get . If the examined names aren't approved, we will call you by phone and provide such services in your next names to be offered for you .

4.Related examination and approval in advance

According to the requirements of thedepartments conducting related examination and approval in advance, the corresponding materials shall be provided. The enterprises not needing the step can directly conduct the next one.

5.Online pre application

(1)the period of time: 3 - 5 working days

(2)application: after the names' being approved, Miaoyin company will submit the online pre application for you.

(3)results: having passed the online preliminary examination,you shall download the data files and sign them, and then make an appointment to go to the Industrial and Commercial Bureau to submit the materials.If the preliminary examination is not passed, the specially assigned staffs will inform you to modify the information and then resubmit.

Currently, at the individual areas of Shanghai, the preliminary examinations need to be done and then the industrial and the commercial materials shall be submitted

6.Submitting the application materials established by the Industrial and Commercial Bureau ;

(1)the period of time:5 - 7 working days

(2)application: having printed and signed the forms approved through the online application, after signing, you shall send all the materials to the specially assigned staffs who will submit them to the hall of the Industrial and Commercial Bureau for you;

(3)results: having submitted successfully, you will get the acceptance notices.

7.Receiving business Licenses

(1)the period of time: 5 - 7 working days

(2)application: the specially assigned staffs shall go to the Industrial and Commercial Bureau to receive business licenses according to the acceptance notices.

(3)results: receiving business licenses

8.Carving seals

the period of time: 2 working days

After the above matters being finished, your company is complely registered, we will inform you by telephone or send them to you by express.

Having any difficulties in understanding the above procedure, please call us! phone number: +86-13040621095 linkman:Sherry!

2 The business scopes of companies to be registered in Shanghai

wholesale trade:

glasses (except corneal contact lens),laboratory equipments (other than medical equipments) sales,dust–free equipments (except medical equipments) sales,medical equipments (only not needing medical equipment license),Chemical raw materials and products (except dangerous chemicals, controlled chemicals, fireworks and firecrackers, explosives for civil use, chemicals easily to be made into poisonous substances), mineral products (except the ones specially controlled by the country), computers, software and auxiliary equipments (except the products specially used by the computer information system security),clothing and accessories, craft gifts [platinum and jewelry, Gold and silver products are included in the arts and crafts gift,so they need not to be written individually],clothing,hats and shoes, daily necessities, office stationery, sporting goods, fitness equipments, cosmetics, metallurgical equipments, waterproof and insulation materials, office equipments, knitgoods, cotton textiles, textile raw materials (not remove the cotton for sale, but do it during the production and processing), leather products, clothing accessories, metal materials, metal products, electrical and mechanical equipments, electrical and mechanical equipment and accessories, stainless steel products, mechanical equipments, mechanical equipments and accessories, refrigeration equipments, pneumatic and hydraulic equipments, electronic products, electronic system equipments, electronic components, electric components, electrical equipments, electric equipments, electronic equipments, instrumentations, electronic digital products, furniture, toys, water–based paint, rubber products, rubber and plastic products,plastic products, products for pets, feed, flowers and trees miniascape, mineral products (except the ones specially controlled by the country), waterproof materials, insulation materials, plumbing equipments, building materials, steel, paper, decorative materials, building decoration materials, advertising and decorating materials, wood , wood products, floor,fire - proof material, photographic equipments, sanitary ware, ceramic products, household appliances, fluid control equipments and accessories, waterpipes and valves, pumps, pipe fittings, bearings,compressors and accessories,electric tools, hardware appliances, hardware tools, lighting equipment, lighting lamps, electric light source products, fire fightingequipment and accessories, tools, measuring tools, cutting tools, moulds, power tools, ship equipments and fittings, wire and cable, bedding,boxes and bags, packaging materials, paper products, communication equipments and related products, communication materials, telecommunications materials, printing equipments, plastic products, glass products, commercial vehicles and cars holding nine seats or more, motorcycles, trailer, train, automobile and motorcycle accessories, car accessories (zero), car decoration, standard parts, lubricating oil, ,washing supplies, cleaning supplies, cleaning equipments, cleaning supplies, environmental protection materials, environmental protection equipments, hotel supplies, kitchen equipmens, home furnishing supplies, air purification equipments, HVAC equipments, packaging equipments, hotel equipments, elevator accessories, PPE, general PPE, doors and windows, organic fertilizer, flowers, batteries, and rail transportation products and accessories,Digital products, hardware tools, standard parts, electrical accessories . pre packaged food (food wholesale and retail)

Construction industry (installation and maintenance limit)

construction and installation engineering (except special equipments), mechanical and electrical equipment (except special equipment) installation and maintenance, installation of electrical engineering (except for the installation, repair, testing of power facilities), the installation of electrical equipments (except for the installation, repair, testing of power facility),,city planning projects, construction projects, earthwork projects, river dredging projects, foundation projects, paint and heat preservation, interior and exterior decoration, building decoration projects, environmental protection projects , hydropower installation, landscape projects, lighting projects, waterproof plugging projects, pipeline installation (except special equipments), communication projects (except satellite television broadcasting ground receiving facilities), intelligent building systems projects, light current engineering.

scientific research, technical services:

art design and making, packaging decoration design, jewelry repair, maintenance of household appliances, technical services engaged in * * the field of (new energy, batteries, common electromechanical equipments, agricultural science and technology), technological development, technological consulting. industry: landscape engineering, environmental protection engineering, flowers and plants renting and displaying, telecommunications engineering (except basic telecommunications business and value-added telecommunications business),

Water conservancy, environmental management

Leasing and business services:

private car, your own machinery and equipment, construction machinery and equipment, and equipment leasing services ( financial leasing services not be allowed), computing and auxiliary equipment leasing services, labor dispatches services for domestic enterprises <Note: with the registered capital of 2 million yuan (actually received ),and in the form of the limited liability company>, ,business information consulting (except brokers), business consulting (except brokers), investment advisory (except brokers), investment management consulting (except brokers), enterprise management consulting (except brokers), culture and art exchange and plan consulting (except brokers), property management, hotel management, investment (except financial, securities and other specially approved projects of the country and equity investment, equity investment management), investment management (except financial, securities and other specially approved projects by the country and equity investment, equity investment management), marketing planning, enterprise marketing planning, corporate image planning, market information consultation and investigation (not be allowed to be engaged in social investigation, social survey, poll, opinion poll), business services, service etiquette, wedding services and translation services,exhibition services, transportation services, packaging services, sports event planning, legal advice (not be allowed to be engaged in legal services), designing, making and releasing all types of advertising as an agent (Note:a company, whose name of the industrial statement must contain "advertisement" or "cultural transmission" can be engaged in the advertising agency and publishing industry)designing and producing ovarious types of advertising, publishing advertising by using their own media, food distribution license (which must be registered on the pot and at present cost 8000 yuan RMB in Pudong New Area in this regard) (liquor wholesale put on record by City Bureau , the retail put on record by District Bureau belonging to post approval which must at first handle the procedure for a health certificate and only write the pre packaged food sales in the license)

transportation, storage and postal industry:

warehousing services (excluding dangerous goods, refined oil) domestic cargo transportation agency, loading and unloading services,

computer services and software industry,

computer network engineering, web design and making, website construction, computer software development, computer maintenance, computer system integration, electronic commerce (which are allowed to be engaged in value-added telecommunications, financial services)

services industry:

Family services (expect the intermediary), photographic services, home appliance repair services, household appliances installation and maintenance, building cleaning services, tableware cleaning services, kitchen equipment cleaning services, carpet cleaning services, car cleaning

3 Information required to be submitted for the registration of foreign funded companies

1. <an application for registration of establishment of a foreign-funded company>signed by the aspiring legal representative;( the valid period of the commission of an angent' handling the registration is required to be explicit)

2. the approved documents of the examining and approving authority (the counterpart of theapproval and approved certificate(1) (original);

An applicant shall, within 90 days from the date of receiving the certificate of approval, go through the formalities of registration to the registration authority; but the applicant whose company shall be established in the form of Sino-foreign cooperation, foreign joint venture or wholly foreign-owned enterprise, shall go through the formalities of registration to the registration authority within 30 days from the date of receipt of the certificate; in the raising form of company limited by share to issue stocks to the public, shall also submit the original approval document or a valid copy issued by the securities regulatory authority under the State Council.

3. Articles of Association (original);

The origin of articles of association of the company shall be signed and stamped by the legal representatives of the investment parties or authorized persons, or by themselves in the event that the investors are the natural persons. The submitted articles of association shall be consistent with those approved by the examination and approval department.

4.< The Name Pre-approval Notice >(original); <The Name Pre-approval Notice> shall exist during the valid period, and the content shall be consistent with the relevant matters on the company establishing application.

5.Investors' main body qualifications proof or natural person identification; the Chinese investors shall submit the business licenses /registration certificates of legal institutions representatives /registration certificates of legal representatives of social organizations / the copies of the certificates of privately-owned non enterprise units as subject qualification certificates stamped by their own companies with their official seals; foreign investors' subject qualification certificates or identifications notarized by the responsible authorities of their countries shall be submitted to Chinese embassies located in their countries for authentication. If their countries do not have diplomatic relations with China, they shall obtain the authentication of embassies of the third countries that have diplomatic relations with China and are located in their countries and after that aquire the attestation of Chinese embassies located in the third countries.

6.The office- holding documents and the copies of identity certificates of directors, supervisors and managers;

7. The office- holding documents and the copies of identity certificates of the legal representatives;

8.The capital verification certificate (original)issued by a capital verification institution established according tothe law; is applicable to any company limited by shares and financial, securities, insurance and fund management company and others that shall pay for all the capital at one time, as well as any other type of companylimited payingfor all or part of the registered capital of the company during the establishment.

9.A shareholder contributing the non monetary assets to the capital for the first time shall submit the property transfer documentary evidence;

10.Domicile Utilization Certificate; Those who own real estatesshall submit the copies of the property right certificates and the originalsfor check;The one while rentingthe houses shall submit the copies of the property right certificate of the lessor and the original of the lease agreement.The above who can not provide the copies of property right certificates shall submitother copies of housing property ownership utilization certificate proving the ownership of property.Besides,in the event that the lessors are the hotels,they shallstill submit the copies of the business licenses of the hotels.

11.The minutes of the inaugural meeting (originals);apply only to the company limited by shares established by recruitment.

12.The documents or certificates to be examined and verified in advance ; are applicable to the foreign investment company which must report the approved projects before the registration according to the law,administrative regulations and decisions of the State Council in its business scope.

13.The letters(originals)of attorneyfor the deliveries of legal documents; signed by the foreign investors (authorizers) anddomestic legal documents recipients (authorized persons) .The letters of attorneyshall expressly authorize the domestic authorized persons to accept the deliveries of legal documents andstate the addresses and contact ways of the authorized persons.The authorized people can the branches set up by foreign investors, the company intended to be established (The authorized people being the company intended to be established, the entrusting will be put into effect after the establishment of the company) or other units or individuals on the territory.

Note: the above not indicating the submission of the originals,they shall submit the copies;The submitted copies shall be marked with the words “consistent with the originals”and signed or stamped with the official seals by investors.

The material to be needed by foreign-funded production companies for registration:

1.Thecertificate in two originals of the notary for the certificate of business practice of the investor (company)or the original passports of investors (individuals)

2.The copy of the financial audit report of the investor ( company) in the last year

3.The two copies of the original creditcertificate (proving the financial condition of the company has been favorable in the last six months)

4.The passport copies of new members of the board of directors of the companiesand two photos of the legal representatives’

5.The Chinese names of at least five new enterprise to be registered(for check)

6.The business scope and expected operating period of the company

7.The brief introduction of the parent company(including its name, address, telephone and fax, etc.)

8.The total amount of investment, registered capitalandinvestment plan

9.The registered address, lease contract and property right certificate (the two copies of one original lease contract and property right certificates shall be signed or stamped by the obligee)

10.The feasibility study report

11.company structure and number of employees

12.The record and consulting table of the assessment on environmental impact or approval document

13.The product name, production scale, equipment list, process route and process

14.The environmental,labour and fire protection and other measures

15.The requirement for utilities, power supply, water supply department commitment

4 The name query,examination and verification of a foreign investment company

How to examine and approve the names of foreign investment enterprises

The four basic elements constituting an entrpreneurial name: (the name of the administrative region)+(name) + (industrial / business characteristics) + (organizational form). Such as Shanghai+ Hanzhou + packaging material + Co. Ltd, among which the name is the core element of the entrpreneurial name consisting of more than two Chinese characters.The name of the enterprise in The characters of the industrial or business characteristics in an entrpreneurial nameshall reflect the business scope, mode or distinguishing features.

The material to be needed for pre-registration of the name of a foreign-funded enterprise The name of the pre registration materials required for foreign enterprises:

①The pre-registration form of the entrpreneurial namesigned by all the shareholders

②The attorney’s letter of an investor

③The legal business-starting certificate of an investor

④The other relevant materials for registering a company

The issues about the name examination and verification of a foreign investment enterprise

An foreign enterprise in the world 500 strong ones conducting the direct investment in Shanghai is allowed toutilize the foreign letters to name itsentrpreneurial nameor not totake on the name ofwhat industry it exists in.

An enterprise possessing the registered capital of more than $10 million is permitted not to enable its entrpreneurial name to take on the name ofwhat industry it exists in or use the model of written characters including‘industry’and‘enterprise’ and so on.

Foreign investment accounting for more than 85% of the registered capital, the name of an enterprise will be allowed to put the administrative division afterits name, before or after the industry and before the organizational form.

An investment company approved by the MOFTEC is allowed to use the model of written characters including "investment"to put in the name of the enterprise.

The business scope being‘international trade’, ‘international freight agent’, the model of written characters‘international’ will be taken on in the name of an enterprise as the industrial modifier. The branch of an enterprise cannot be named with the name of an enterprise.

5 The price of registering a foreign company as an agent

Acting Service Charges Of Registration On The Spot

1.A foreign company being engaged in consulting services:6000 YuanRMB.

2.A trade company: 10000 Yuan RMB(including the application of putting the import and export on record).

The tax return and incentive policyrising from a certificates handlingfee causing by settling in the Development Zone of an enterprise

The foreign-funded enterprises to be settled in the development zone will be provided with address to be registered without fee by thedevelopment zone, not be charged on management fee, and enjoy the tax return policieslike domestic enterprises.

1.The full certificates handling price of a consulting enterprise is 6000¥ Yuan RMB(including administrative clearance and service fees)

2.The full certificates handling price of a trade company of 10000¥ RMB (including the fees of administrative clearance,services and putting the import and export on record)

价格

序号
ID

收费项目

Fees

收费标准
Charge Standard

1

名称核准

Approve Name

200 RMB   

2

批准证书

Approve Certificate

110 RMB   

3

工商注册

Business License

1333 RMB   

4

公告

Notice

2000 RMB   

5

企业代码

Enterprise Organization Code

148 RMB   

6

刻章

Chapter Moment

500 RMB   

7

税务登记

Tax Registration

120 RMB   

8

海关登记费

Custom Registration

120 RMB   

9

外汇登记

Foreign Exchange Registration

300 RMB   

10

外汇IC卡

bank account IC card for USD

300 RMB   

11

人民币基本户IC卡

bank account IC card for RMB

300 RMB   

12

财政登记

Financial Registration

180 RMB   

13

统计登记

Statistics Registration

129 RMB   

14

营业执照变更

Business License Change

260 RMB   

15

合计

Total

6000 RMB   


6 The taxpreferential policies of foreign investment enterprises

(1)The preferential tax of productive foreign-invested enterprises

The productive foreign-funded enterprises,except the ones being engaged in oil, natural gas, rare metals, precious metals and other resource exploitation projects additionally specified by the State Council, holding the actual operating period of more than ten years can be exempt from corporate income tax during the first two profit-making year,andbe levied at the reduced rate of 50% in corporate income tax from the third to fifth year.

The foreign-invested enterprisesengaged in agriculture, forestry and animal husbandry and located in economically underdeveloped and remote areas, in accordance with the provisions which enjoy‘two-year exemption and three-year reduction tax’after the expirationof enterprise income tax preferential treatment,applied bythemselves and approved by the competent tax departments under the State Council, can continuously be levied at the reduced rate of 85% to 70% of payable taxin corporate income taxin the next ten years.

(2)The preferential tax in different areas

①The open coastal economic zone

The productive foreign-funded enterprises,located in the coastal open economic zones and economic and technological development zone,can be levied at the reduced rate of 24% in corporate income tax. Those belonging to the ones being engaging in the technology and knowledge intensive projects, or possessing the foreign capital of more than $30 million,the projects with long investment recovery period , or the energy, transportation, and port construction projects,approved by State Taxation Administration can pay for the corporate income taxat the reduced rate of 15%and be exempt from local income tax.

②The high-tech Industrial Development Zone

Located in the high-tech industrial development zone, foreign-funded enterprises which have been identified as high-tech enterprises,can be levied at the reduced rate of 50% in corporate income tax.Among them, The productive foreign-funded enterprises regarded as the high-tech enterprisesholding the actual operating period of more than ten years can be exempt from corporate income tax during the firsttwo profit-making year,andbe levied at the reduced rate of 50% in corporate income tax from the third to fifth year.

(3)The preferential tax of exportand technologically advanced enterprises

①The product export enterprisesset up by foreign investors in accordance with the provisions of the tax law after their corporate income tax reduction and exemption expires,their export product output reaching more than 70% of their product output, can the corporate income tax,can be levied at the reduced rate of 50% in corporate income tax.Those belonging to the ones paying for the corporate income taxat the rate of 15% can be levied at the reduced rate of 10% in corporate income tax.The product export enterprisesshall be exempt from local income tax.

②In the event that technologically advanced enterprises set up by foreign investorsin accordance with the provisions of the tax law after their corporate income tax reduction and exemption expires, still are the same ones, the enterprise income tax shall be levied bythe tax rate of 50% for another three years to be extended.The tax rate being less than 10% after its being reduced by half ,the enterprise income tax shall be levied bythe tax rate of 10%.The advanced technology enterprisesshall be exempt from local income tax.

(4)Tax preferences for reinvestment 

The foreign investors of the foreign-funded enterprises whoreinvest the profitsto be obtained from the enterprises directly into themselves, increase the registered capital or start other foreign-invested enterprises as their capital, holding the operating period of not less than five years,can acquire the already paid income tax of 40% of the reinvestment partsto be returned through the application of investors and the approval of the tax authorities. In the event that they directly invest,set up, expand export-oriented enterprises or technologically advanced enterprises,can gain the already paid income taxes of the reinvestment parts;Those whohas reinvestedfor less than five years, shallcover into the returned tax money.

(5)Tax preferences for investment income

①The profits foreign investors make from foreign-invested enterprisesshall be exempted from income tax. 

②The following interest income shall be exempted from income tax

a.The interests from the loans international financial organizations provide for Chinese government and China National Bank; 

b.The interests from the loans foreign bank offer to National Bank of China in accordance with the preferential interest rates, including the interests from the loans foreign banks provide to National Bank of China according tothe Removal rates of international banks at the same night and what business trust and investment companies make by conducting the foreign exchange business, approved by the State Council; 

c.Chinese companies, enterprises and institutions purchasingtechnical plants and goods,the national banks of the other sides shall offer the credit granted by suppliers. Chinesesides can make deferred paymentaccording to those are not higher than the sellers' credit interest rates; 

d.Foreign companies, enterprises and other economic organizations which before the end of 1995signed credit or trade contractswith Chinese companies and enterprises, providing loans,advance,deferred payments to obtain the interests,can in the valid periods of contracts, can pay forthe income tax at the reduced rate of 10%.Those who accept he products sold by Chinese as the repayment and payment of interest,provide funds with preferential conditions including low interest rates, through application and approval, may be exempted from income tax.

③.The ones who earn the loyalitiesby carrying out scientific research, exploitation of energy, transportation, agriculture and forestry and animal husbandry production and development of key technologies and providingthe special technologies, approved by the relevant competent departments of taxation under the State Council, can be levied at the reduced income tax rate of 10%, including those who holding the advanced technologies or preferential conditions, be exempted from income tax. 

7 The type of organization of foreign company

Foreign-funded enterprises in the form of a limited liability company can be changed into any other liability one after its obtaining approval. The foreign investors of foreign-funded enterprises in the form of a limited liability company shall take the responsibilitiesfor the amount of contribution they subscribe to enterprises. The foreign investors of foreign-funded enterprises in other forms of liability shall take the responsibilitiesof enterprises according to the provisions prescribed in Chinese laws and regulations.

The total amount of investment of foreign enterprisesrefers to the total amount of funds needed for the establishment of the foreign enterprises that also is the total amount of the basic construction and production flow fundaccording to the requirements of the production capacity.

The registered capital of the foreign-funded enterprise means the total capital registered in the administrative department for Industry and Commerce for the establishment of foreign-funded enterprises that also is the total amount of contributionforeign investors subscribe to enterprises. The registered capital of the foreign-funded enterprisesshall be commensurate with their business scale and the proportion of registered capital and the total amount of investment shall comply with the relevant provisions of Chinese.The foreign enterprise shall not reduce their registered capital in the operation period.However, due to the changes of the total amount of investment and production and operation scale, those that need to reduce their registered capital, shall be approved by the examining and approvingorganizations.The increasing and transferringof the registered capital of theforeign-funded enterprise transfershall be approved by the examining and approvingorganizationsand the enterprises shall handle the procedures of registration for changeto the administrative department for Industry and Commerce. Foreign-funded companies’ mortgaging and transferring their property or rights and interests to others shall be approved by the examining and approvingorganizationsand report to the administrative department for Industry and commerce for record. The legal representatives of the foreign-capital enterprisesserve as the responsible persons discharging their duties on behalf of foreign-funded companiesin accordance with the provisions of the articles of association.The legal representatives unable to perform their duties shall entrust their agents in written form to discharging their duties on behalf of them.

8 The documents needed to be submitted for the establishment and registration of the branches of foreign-invested companies

1.<The application for the establishment and registration of the branches of foreign-invested companies> ;

  

2.The documents approved by the examining and approvingorganizations(for those need the examining and approvingorganizations to conduct the examination and approvalfor their setting up branches according to the legal and administrative regulations);

  

3.The articles of association of the companies (originals);

  

4.The appointment documents(original) and the identification card copies of responsible persons issued by the company;

  

5.The copies of business license counterparts of the companies(stamped with official seals);

  

6.The proofs of utilizing the places of business;

Those who possess their own real estatesshall submit the copies of the property right certificates and the originals to be checked;Renting houses,they shall submit the originals of leasing agreements and copies of the property right certificates the lessors.The above who cannot provide the copies of property right certificates shall submit other copies of the proofs of utilizing housing propertyprovingthe property ownership.The lessorswho own hotels shall also submit the copies of the business licenses of hotels.

  

7.The documents to be examined and verified in advance:that mean the relevantdocuments of approval to be permitted ahead of timeor copies of exequatur or permission certificates are applicable to the branch companies which must report the approved projects before the registration according to the law,administrative regulations and decisions of the State Council in their business scopes.

  

8.Other relevant documents and certificates .

Note: the above not indicating the submission of the originals can submit the copies; Those submittingthe copies, shall mark ‘consistent with the originals’and stamped with official seals or signed by the applicants.

Note: the proofs of real estates at the places of business, office buildings : the copies of property ownership certificates of property units,the housing-rentingcontracts,and the housing-renting invoices.