China Fact Sheet Legal System China is a civil law jurisdiction, with borrowings from common law concepts, such as trust law. Incorporation (Legal Entities Available to Foreigners in China) Wholly Foreign Owned Enterprise (WFOE) We can set up your WOFE for you: contact us. The WFOE is a limited liability company wholly owned by foreign investors. They have virtually replaced the original vehicles available to foreigners of Cooperative Joint Ventures (CJVs) and Equity Joint Ventures (EJVs). A WFOE allows the investor to make sales in China. WFOEs were originally used in manufacturing operations for export, but have been extended to service industries and domestic trading. Procedure Incorporation procedures are divided into two phases; pre-registration procedures, registration procedures and post-establishment procedures. It takes approximately four to six weeks from the submission of documentation to obtain approval for most types of business activities. Companies involved in some types of business activities may take up to six months. Please note that there are registered capital requirements for setting up a WFOE. We can set up your WOFE for you: contact us. Representative Office (RO) We can set up your RO for you: contact us. An RO is an office of a foreign enterprise that is set up in China to liaise with Chinese businesses and customers on behalf of the RO's home company. Establishment of an RO is subject to approval by the relevant authorities under Chinese law. ROs are not allowed to directly conduct business, i.e. make sales. However, there are still advantages to setting up an RO. The main ones are, firstly, that an RO can help its home company to generate income from sources inside China and, secondly, that the RO can conduct market research and prepare for the home company to possibly directly enter into the Chinese market. Procedure A foreign enterprise which wants to set up a Representative Office in China must be an officially registered business in its home country or region. Therefore, a copy of the official registration certificate issued by the foreign enterprise's home country is required. (The previous requirement for the foreign business to have been in existence for no less than one year has now been removed.) A bank reference letter is also required from the country where the foreign enterprise is based. This reference letter should state the name of the foreign enterprise, that the foreign enterprise has maintained bank accounts with this particular bank, and that the foreign enterprise is in good standing with the bank. Requirements for the RO: - A Chief Representative must be designated for the RO and an appointment letter which designates someone as the chief representative is therefore be required. The chief representative can be an expatriate or local Chinese. - An office site in China is required for the RO and therefore a lease agreement and the landlord's official documents will be required. The lease term must be for no less than one year. Representatives of the RO - There must be at least one Chief Representative appointed for an RO. - All other foreign employees of the RO can be designated as "representatives". A formal appointment for each representative is required. Expatriates can only be representatives; local Chinese can either be designated as representatives or as local employees. - All expatriate representatives are required to apply for a work permit. Non-Chinese will also require a residence permit. To fully register an RO in China, visits to up to ten different governmental bureaus and agencies are required. Several visits may be required to some of these agencies. A lot of paperwork and physical work is therefore required. In addition, only Chinese language documents or certified translations are accepted. It can therefore take 4 to 6 weeks for completion of the full registration process. We can set up your RO for you: contact us. Taxation As at July 2007, there are at least 25 taxes in China, divided into 8 main groups. However, the tax system, including the tax rates, is being completely overhauled, and the changes will take effect from 1st January 2008. Although there are good indications of what these changes will be, they are not yet 100% certain and are not currently included in detailed legislation. The following statements are a very brief summary, based on the current system, as at July 2007, of the taxes most likely to apply for foreign investors, with comments on the likely changes where appropriate. Enterprise Income Tax (EIT) EIT is payable by private and other enterprises computed on the basis of taxable income at a rate of 33%. Besides the statutory rate, two lower rates of 18% and 27% are designated for some less profitable enterprises. It is expected that a unified rate of 25% will apply from 1st January 2008. Business Tax (BT) BT is payable by all enterprises engaged in provision of taxable services and is usually payable at the rate of 3% of turnover. VAT VAT is payable by any enterprise engaged in sales of goods or the provision of services and is normally chargeable at a rate of 17%.

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