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New China Rep Office Regulations for 2011 1/12/2011

Attention companies and business owners with Rep Offices in China (and those thinking about setting one up)…China’s State Council recently announced the new regulations for their representative office structure. The regulations were put in place to “strengthen” the structure of foreign owned ROs. However, the regulations are tightening down on activities that ROs are allowed do and enforcing more strict penalties. But don’t worry, Rep Offices aren’t for everyone and a lot of companies benefit from converting to a WFOE or FICE  because of the greater flexibility that they offer.

Below is a breakdown of the new regulations for ROs:

Main Points:

  • Representative Offices (ROs) will now need to provide audited accounting information twice a year.
  • ROs cannot conduct profit activities. Enforcements of this rule will increase with the penalties clearly defined. Possible penalties include fines up to five times the amount owed and possible jail time for amounts above 10,000 RMB.
  • The tax structuring has changed:
    – ROs are now liable for deemed profit rates of a variable 15 to 30%  (up from a fixed 10%)
    – ROs cannot apply for tax exemption (could do this occasionally in the past)

Who this affects:

  • ROs currently established in China
  • Future ROs to be established

When it comes into effect:

  • March 1, 2011

Bottom Line- A Rep Office is not for you if your business needs to be able to:

  • Directly buy and sell
  • Have your own import/export license and
  • Legitimately trade in China

If you fall into the above scenario, you will need to convert to a Wholly Foreign Owned Enterprise (WFOE) or Foreign Invested Commercial Enterprise (FICE), depending on what type of business your are running. A great description of what it takes to set up a WFOE and FICE can be found here at our partner site, Understand-China.com.

Converting to a FICE or WFOE will require you to close the RO (if you already have one established) but portions of the closing process can be combined with opening the new structure when properly planned out.

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How to Get Your Money Into China 1/3/2011

So you have decided you want to invest in China and play your hand in one of the biggest economies in the world. What next? Setting up a business in China is a long process that requires meticulous record keeping, persistence and ingenuity. But don’t worry; it is possible! And if you are in the right spot at the right time, very profitable.

China’s protective nature of the RMB makes getting money in and out of the country somewhat of an art. But if you have the right plan of attack in place, you will not be baffled.

Once you know what location is right for you, based on your customer and/or your supplier base, you have to conquer the task of getting your money into the country to start up the business. After all it takes money to make money right?

First, make sure you know what type of business you will need to set up: a WFOE, Rep Office, Joint Venture or Partnership Enterprise. Our firm decided on a WFOE because of the flexibility, the ability to conduct profit-making activity and the protection granted by the government (equal to that of Chinese businesses). Each business is different however, and a rep office might be the right place to start for your company. Check out our partner company’s resource on Incorporating a Business in China for a nice start.

You need to know that there are limits on the amount of capital each business can invest in the country. The amount you plan to invest and the industry that you play in determines what regulatory agency must approve your investment and for how much. Once your investment gets approved then you will be issued a business license. Then you must gain approval to convert your investment into RMB by China’s State Administration of Foreign Exchange. This however can throw a stick in your spoke if you are not prepared.

Here is the catch: you can only get approved to convert your investment after you open a local bank account. But you can’t get a local bank account until you have approval to invest. The good news? There are multiple ways to get around this.

If you have someone that you trust in China, it may be a good idea to leverage their connections (and bank account) to get started. Or, you can also open what is called a pre-investment bank account, where companies are allowed to spend up to $100,000 to set up their business and gain investment approval. This money can also be applied toward your approved investment capital needed to open the doors. Whatever your decision, make sure your money is safe and if you have any doubts, there are professionals that can help you through every step of the process.

Resources:
Great New York Times Article

RMB Currency Converter

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