What Is the Difference Between Incorporation and Registration?

Company registration [1] is the first step in starting a business. Generally speaking, the company registration process includes: company verification submission of materials obtaining a license engraving of a seal, and then the company registration can be completed and the business commenced. However, if the company wants to officially start business, it also needs to handle the following matters: bank account opening tax registration application for tax control and invoice social security account opening.

Company registration [1]
There are three common company names, and there is no essential difference between the different forms. You can choose one of them when registering.
1.Region + font size + industry + organizational form
Example: Beijing Kuaiyouhao Information Technology Co., Ltd.
2.Font size + (region) + industry + organization form
Example: Fast and Good (Beijing) Information Technology Co., Ltd.
3, font size + industry + (region) + organization form
Example: Fast and Good Information Technology (Beijing) Co., Ltd.
It is recommended that when the name is named, it is recommended that the font size be checked on the "National Enterprise Credit Information Publicity System" to see if it has been registered, and try to ensure that there is no duplicate name, so the pass rate will be higher.
The shareholder is the owner of the company and is composed of shareholders
The registered address is the "residential address" registered on the company's business license. Different cities have different requirements for registered addresses. The specific requirements of the local industrial and commercial bureau shall prevail.
The requirements for registered addresses in various places are mainly divided into the following categories:
1.Beijing and other places
Only commercial real estate registered companies such as office buildings and shops are allowed.
2.Shenzhen, Guangzhou and other places with relatively developed coastal economies
Residences can also be registered.
3.Shanghai and other places
Between the two. Although Shanghai only allows commercial real estate to register companies, in essence the government has approved many economic parks and development zones as third parties. These development zones can provide companies with legal registered addresses.
Remarks:
1. If you are short of funds at the beginning of your business, you can choose to set up a business incubator (centralized office area) and use their registered address.
2. The company's registered address can be changed, but tax changes across urban areas can be troublesome, so it is best to determine the urban area first when choosing a registered address.
The company executives here are not quite the same as they usually understand, and they mainly refer to the company's management personnel registered with the Bureau of Industry and Commerce. It is generally recommended that the core founders or major shareholders serve in order to strengthen management control of the company.
1.Director / Chairman / Executive Director
by
Qualification is the qualification to do something. During the company registration process, it means that certain business projects need to obtain the permission of the corresponding department before they can apply for a business license or start a business.
A company type that is similar to an offshore company's business model is a Hong Kong company. Generally speaking, companies registered in Hong Kong can enjoy a more relaxed registration environment, such as: free name, cheap fees, tax concessions, easy to expand overseas business, etc., but it also depends on the type of company, generally some large companies set up in Hong Kong Establish a branch.
However, for local small and medium-sized enterprises, registering a Hong Kong company means going back and forth between Hong Kong and the Mainland, which is more troublesome. Therefore, many people will choose to do this, which will not only save travel costs, but also be more convenient.
Precautions
Companies must submit annual returns to the Hong Kong Companies Registry each year. It is the responsibility of the directors and the secretary of the company to ensure that the return accurately reflects the company's position at the date of the return.
1. Report all required information in Chinese or English uniformly. Please use traditional characters for Chinese declaration. The Companies Registry does not accept hand-written forms.
2. Provide the author's information. Unless there are special matters that require the attention of the Hong Kong Companies Registry, no additional letter is required.
Form submission deadline
The form must be submitted for registration within 42 days of the return date. Late applicants must pay a higher registration fee. For details of the fees required, please refer to the information pamphlet on "Charge Schedule for Major Services".
Signing notes
This form must be signed by a director or secretary. The Companies Registry will not accept unsigned forms and will return the forms to the author. The Companies Registry will calculate the registration fee to be paid based on the date the company resubmits the signed form.
Cost considerations
1. This form must be submitted with the correct annual registration fee, otherwise the company registry will not accept it and will return the form to the author. The Companies Registry will calculate the registration fee to be paid based on the date the company resubmits the form.
2. If you submit this form by mail, please attach a crossed Hong Kong dollar cheque to pay the required fee. Do not mail cash.
Business name
Please declare any business name used by the company in addition to the company name when conducting business.
Registered office
The address of the registered office must be the address of the company on the return date. Non-Hong Kong addresses, "forwarding" addresses and post office box numbers will not be accepted.
email address
Please provide the company email address for easy contact (voluntary information). If the e-mail address is subsequently changed, please notify the Companies Registry by Form R1.
Number of members of non-equity companies
If the company is a non-capital company registered as an unlimited number of members, please fill in "Unlimited".
Share capital
Companies with a share capital must report details of their authorised share capital and issued share capital.
List of members of equity companies
(a) The total number of each class of shares in the "Current holdings" column must be the same as the total number of "Number of issued shares" of the class of shares reported in item 9 of the return.
(b) If there is any change in the member's information, please indicate the relevant part in the "Remarks" column. (Example: change of address, change of name, etc.)
(c) If there is any change in the structure of the company's share capital, such as: the conversion of one class of shares into another class of shares, and the issued shares are confiscated by the company, please indicate in the relevant part of the "Remarks" column (For example: 'A' shares were converted to 'B' shares on XX / XX / XX / XX, and shares were confiscated on XX / XX / XX, etc.)
(d) If the company has converted any of its shares into share capital and has notified the Registrar of the matter, please state the amount of shares each member holds.
(e) if the company maintains a branch register of members, and the particulars of the entries in the branch register relate to matters that need to be included in the annual return, and the annual return is received at the company After submitting a copy of the item, please report the relevant details.
secretary
1. Please report the personal address of the personal secretary in Hong Kong. Non-Hong Kong addresses, "forwarding" addresses and post office box numbers will not be accepted.
2. Please provide the email address of the secretary for easy contact (the information provided voluntarily). If there are any subsequent changes to the email address, please notify the Companies Registry by Form D2B.
3. Please report the Hong Kong identity card number of the personal secretary. If the person is not the holder of a Hong Kong Identity Card, please report the passport number and country of issue. If the person is neither a Hong Kong identity card holder nor a passport of any country, please fill in "None" in the relevant box.
4. If the secretary is a firm, please report the firm name in the space provided for the secretary of the corporate body to fill in the name.
5. If the secretary is a body corporate, the address of his registered office or main office in Hong Kong should be indicated. Non-Hong Kong addresses, "forwarding" addresses and post office box numbers will not be accepted.
director
Please state the identity of the director. In the case of alternate directors, please indicate the name of the director who has been acting in his place.
1. Please report the residential addresses of individual directors or reserve directors. For non-Hong Kong addresses, please also report in the "Country" column. "Forwarding" addresses and post office box numbers will not be accepted.
2. Please provide the email addresses of the directors or reserve directors for easy contact (information provided voluntarily). If the e-mail address is subsequently changed, please notify the Companies Registry by Form D2B or D7.
3. Please report the Hong Kong identity card number of the individual director or reserve director.
4. If the director is a body corporate, indicate the address of his registered office or main office
Accounts
(a) Except for private companies, the annual returns of all companies must be accompanied by the date of the previous annual return (or the first annual return, after the date of incorporation of the company). Each set of accounts submitted at the held conference is submitted together. If the company replaces the annual general meeting with a written resolution, the account to be submitted shall be an account provided to each member of the company who must sign the resolution.
1. As an independent legal person, the company is the main body of market activities. For example, some bidding projects will limit the participating members to companies and other organizations. When signing a contract with a partner, the company's official seal is required.
2. In the business process, if the company needs to expand channels or platforms, it must comply with the entry rules of these platforms, such as Tmall, JD.com, etc. need to provide business licenses.
3. As a force in the market and society, the company can play an important role in optimizing the allocation of resources, promoting market development, and taking on social responsibilities through cooperation with the outside world and repeated running-in.
Article 13 of the "Administrative Regulations on Registration of Enterprise Names" provides:
The following companies can apply for the use of "China", "Chinese" or "International" in their name:
(1) national companies;
(2) large import and export enterprises approved by the State Council or its authorized organs;
(3) large enterprise groups approved by the State Council or its authorized organs;
(4) other enterprises specified by the State Administration for Industry and Commerce.
"Administrative Regulations on Registration of Enterprise Names"
Foreign investment projects can only be completed after the approval of the project proposal (not approved by foreign-funded enterprises), the approval of the feasibility study report, and the approval of the contract and articles of association.
(1) Examination and approval of project proposals. The project proposal authority and other necessary documents shall be submitted by the Chinese party that intends to establish a foreign-invested enterprise to the project approval authority. Only after the approval of the examination and approval authority can an application for further approval be made. Project proposal should
Contains the following main content:
1. Basic information of the Chinese side of the joint venture, including the name of the Chinese joint venture unit, production and operation profile, legal address, legal representative, etc.
2. The purpose of the joint venture shall focus on explaining the necessity and possibility of earning foreign exchange through exports and introducing technology.
3. Basic information of the foreign party of the joint venture, including the name of the foreign investor, the country of registration, the legal address, and the name, title, and nationality of the legal representative.
4. The scope and scale of the joint venture shall emphasize the necessity of project construction, the domestic and foreign demand and production of the product, and the main sales areas of the product.
5. Total investment refers to the sum of fixed capital and working capital required for joint venture projects.
6. Investment methods and sources of funds, including the proportion of investment and capital composition of the parties to the joint venture.
7. Production technology and main equipment, mainly explaining the advancedness, applicability and reliability of technology and equipment, as well as important technical and economic indicators.
8. Major raw materials, water, electricity, gas transportation and other requirements and sources.
9. Number, composition and source of personnel.
10. Economic benefits, and highlight the arrangements for foreign exchange receipts and payments.
In addition to submitting the project proposal to the approving authority, the Chinese party to the joint venture must also submit to the approving authority according to the scale and characteristics of the project.
Submit the following documents:
1. Letter of intent for cooperation between project parties;
2. Investigation form of foreign credit standing;
3. Other documents required by the examination and approval authority.
(2) Examination and approval of feasibility study report. After the project proposal is approved by the review and approval authority, the project parties shall jointly prepare the project feasibility study report based on the project proposal and submit it to the review and approval authority for approval. Difference between company registered capital and company registered capital for productive projects
1) It reflects the management right of the enterprise; 2) The registered capital is the total amount of the enterprise's real assets, and the registered capital is the total amount of the capital contribution paid by the investor. 3) The registered capital increases or decreases with the increase or decrease of the actual funds
The feasibility report should include the following main contents:
1. Basic overview.
(1) the name, legal address, purpose, business scope and scale of the joint venture;
(2) Basic information of the parties to the joint venture, including name, country of registration, legal address, and name, title, and nationality of the legal representative (the Chinese party shall state the competent authority);
(3) The total investment of the joint venture and the registered capital, including the proportion of capital contribution by the parties to the joint venture, the method of capital contribution, and the capital contribution period;
(4) the duration of the joint venture and the profit distribution and loss sharing proportion of the parties to the joint venture;
2. Product production arrangements and basis. Forecast of domestic and foreign market conditions, as well as domestic and existing production plant capabilities.
3. Material supply arrangements (including energy and transportation, etc.) and their basis.
4. Project address selection and basis.
5. Selection of technical equipment and processes and their basis (including the arrangement of domestic and foreign equipment allocation).
6. Production organization arrangements (including number of employees, composition, source and management) and their basis.
7. Environmental pollution control, labor safety, sanitation facilities and their basis.
8. Construction method, construction schedule and basis.
9. Fundraising and its basis (including the basis for the calculation of the original plant and equipment's shareholding).
10. Foreign exchange income and expenditure arrangements and their basis.
11. Comprehensive analysis of technical and economic benefits
In addition to submitting the feasibility study report to the approving authority, the project parties should also submit the following documents to the approving authority:
1. Project proposal and approval documents;
2. Legal business certificate issued by the government of the country where the project parties are located;
3. Investigation and forecast report on domestic and foreign market demand;
4. Opinions of relevant authorities on the arrangement of raw materials and funds required for the project;
5. Other documents required by the examination and approval authority
The examination and approval authority shall make a decision on approval or disapproval within 90 days from the date of receiving the above-mentioned materials.
(3) Examination and approval of contracts and articles of association. After the proposal of the foreign-invested project and the feasibility study report are approved, each of the joint ventures will start to sign contracts, formulate articles of association, and submit them to the examination and approval authority for approval.
(4) The joint venture contract shall include the following main contents:
1. The names of the parties to the joint venture, the country of registration, the legal address and the name, title and nationality of the representative;
2. Name, legal address, purpose, business scope and scale of the joint venture;
3. Provisions on the total investment of the joint venture, the registered capital, the amount of capital contributed by the parties to the joint venture, the proportion of capital contribution, the method of capital contribution, the payment period of the capital contribution, and the arrears and transfer of the capital contribution
4. Proportion of profit distribution and loss sharing of the parties to the joint venture;
5. The composition of the board of directors of the joint venture, the allocation of directors, and the duties, powers and employment methods of the general manager, deputy general managers and other senior management personnel;
6. The main production equipment, production technology and source used;
7. Raw material purchase and product sales methods, the proportion of products sold in and outside China;
8. Arrangement of income and expenditure of foreign exchange funds;
9. Financial, accounting and auditing principles;
10. Provisions on labor management, wages, benefits, labor insurance, etc .;
11. Duration, dissolution and liquidation of the joint venture;
12. Liability for breach of contract;
13. Settle the methods and procedures between the parties to the joint venture;
14. The text of the contract text and the conditions for the contract to take effect.
The annex to a joint venture contract has the same effect as the joint venture contract.
(5) The articles of association of the joint venture include the following main contents:
1. Name and legal address of the joint venture;
2. The purpose, business scope and duration of the joint venture;
3. The names of the parties to the joint venture, the country of registration, the legal address, the name, title and nationality of the legal representative;
4. The total investment of the joint venture, the registered capital, the capital contribution of the parties to the joint venture, the proportion of capital contribution, the provisions on the transfer of capital contribution, the proportion of profit distribution and loss sharing
5. The composition of the board of directors, powers and deliberations, the term of the directors, and the duties of the chairman and vice chairman;
6. The establishment and management rules of the management organization, the responsibilities, appointment and removal methods of the general manager, deputy general managers and other senior management personnel;
7. Principles of the financial, accounting and auditing systems;
8. Dissolution and liquidation;
9. Procedures for amendment of the charter.
(6) To apply for the establishment of a Chinese-foreign joint venture, the following documents shall be submitted to the examination and approval authority:
1. Application for the establishment of a joint venture;
2. Feasibility study report prepared by the parties to the joint venture;
3. The joint venture contract and articles of association signed by authorized representatives of the parties to the joint venture;
4. List of candidates for chairman, vice-chairman and director of the joint venture appointed by the parties to the joint venture;
5. Opinions signed by the competent authority of the Chinese joint venturer and the people's government of the province, autonomous region, or municipality directly under the Central Government where the joint venture is located.
The documents listed above must be written in Chinese, of which 2, 3, and 4 documents can be written in a foreign language agreed by the parties to the joint venture at the same time. Documents written in both languages are equally valid.
The examining and approving authority shall decide to approve or disapprove within three months from the date of receiving the above materials.
(7) To establish a Chinese-foreign cooperative enterprise, the following documents shall be submitted to the examination and approval authority:
1. The project proposal for the establishment of a cooperative enterprise is received, and the documents approved by the competent department for review and approval are attached;
2. The feasibility study report prepared by the cooperating parties together with the documents reviewed and agreed by the competent department;
3. Cooperative enterprise agreements, contracts, and articles of association signed by the legal representatives of the parties to the cooperation or their authorized representatives;
4. The business license or registration certificate, credit certificate and valid certification of the legal representative of the parties to the cooperation. If the foreign partner is a natural person, it shall provide valid certification documents related to its identity, resume and credit status;
5. A list of candidates for the chairman, vice-chairman, director, or director, deputy director, and member of the joint management committee of the cooperative enterprise as determined by the parties to the agreement;
6. Examine other documents required by the approval authority.
The documents listed in the preceding paragraph must be submitted in Chinese, in addition to the documents provided by the foreign collaborators listed in item 4, and the documents listed in items 2, 3, and 5 may be submitted to one agreed by the parties to the cooperation at the same time. Foreign text.
The examination and approval authority shall decide whether to approve or disapprove within 45 days of receiving all the required documents;
(8) A foreign investor intending to establish a foreign-funded enterprise in China shall apply to the examination and approval authority through the county-level or above-level people's government where the foreign-funded enterprise is to be established and submit the following documents:
1. Application for the establishment of a foreign-invested enterprise;
2. Feasibility study report;
3. Articles of association of foreign-funded enterprises;
4. List of legal representatives (or candidates for the board of directors) of foreign-funded enterprises;
5. Legal certification documents and credit certification documents of foreign investors;
6. A written reply from the county or above local people's government where the foreign-funded enterprise is to be established;
7. List of materials that need to be imported;
8. Other documents to be submitted.
Documents 1 and 3 of the preceding paragraph must be written in Chinese; documents 2, 4, and 5 can be written in foreign languages, but Chinese translations should be attached.
When two or more foreign investors jointly apply for the establishment of a foreign-invested enterprise, they shall submit a copy of the contract signed by them to the examination and approval authority for the record.
The examination and approval authority shall decide whether to approve or disapprove within 90 days from the date of receiving all the documents for the application for the establishment of a foreign-invested enterprise.
After the contract and articles of association of a foreign-invested project are approved by the examining and approving authority and an approval certificate is issued, it marks the project approval
The final completion. All parties to a foreign-invested project shall go to the registration authority to complete the registration procedures and obtain a business license within 30 days from the date of approval of the contract articles.
Conditions for registration of foreign companies
1. Shareholders of wholly foreign-owned companies can be foreign companies or foreign residents. Shareholders of Sino-foreign joint ventures have special requirements for Chinese shareholders, that is, Chinese shareholders cannot be Chinese residents and must be Chinese companies. Foreign company
When the company is registered, it is required to submit and verify the identity certificate of the shareholder. Foreign enterprises submit notarized legal business certificates, and foreign individuals submit notarized passports.
2. Supervisors of foreign companies
If there is a board of supervisors, at least three members of the board of supervisors are required. If there is no board of supervisors, a supervisor can be set up. The supervisor can be a foreign individual or a resident of mainland China. When registering a foreign company, the identity certificate of the supervisor is required.
3. Directors of foreign companies
When a foreign-funded company is established, it may or may not have a board of directors. If there is no board of directors, an executive director is required. Directors or executive directors of foreign companies can either hire mainland residents or assign foreign individuals to serve as directors
Directors need to provide identification materials when registering a foreign company
4. Registered capital of foreign-funded enterprises Registered foreign-funded companies in Mainland China must have their registered capital actually contributed. The registered capital of a foreign company can be based on the new "Company Law of the People's Republic of China" and the minimum requirements stipulated in various industry regulations of foreign companies.
Deposit registered capital into the foreign exchange account of a foreign company, hire a professional accounting firm to verify the capital, and issue a Capital Verification Report.
5. Company name of foreign-funded enterprise
When a foreign company registers a company, it must first approve the company name and submit multiple company names for name search. The rule of Shanghai registered company name checking is that in the same industry, the company name cannot be the same name or the same sound. For multiple font sizes, it needs to be opened to check the name.
6. Business scope
When a foreign company registers a company, its business scope must be clear, and its future business scope cannot exceed the company's business scope. Words of business scope within 100 words, including punctuation marks
China's registration of foreign companies is subject to approval. Some industries, such as minerals and retail, are foreign-restricted industries that require the approval of the Ministry of Commerce.
7.Company registered address
The company's registered address must be a commercial office address, and a lease agreement, a copy of the real estate certificate and a lease invoice are required.
8.Legal representative
Foreign-funded enterprises need to have a legal representative, which can be one of the shareholders or hired. The legal representative of a foreign-funded enterprise or a Sino-foreign joint venture can be Chinese or foreign. When registering a foreign company, the legal representative's identity certificate and photo must be submitted.

IN OTHER LANGUAGES

Was this article helpful? Thanks for the feedback Thanks for the feedback

How can we help? How can we help?

RELATED ARTICLES