确定公司基本信息确定企业类型,如有限责任公司、股份有限公司等,根据企业投资人的身份和经营范围确定。同时要确定一个具有唯一性的公司名称,避免与已存在的企业名称重复。公司名称格式一般为城市 + 字号 + 行业 + 组织形式,建议准备3 - 5个名字进行提交。
确定公司的注册资本金额以及股东的出资比例,如适用,提供外资投资企业的商业登记证明。确定法人、监事、财务负责人信息,包括电话号码及邮箱等联系信息。明确经营范围,且经营范围必须要明确,以后的业务范围是不能超出公司经营范围的。
名称预先核准需要向广州市工商局申请公司名称预先核准,这一步骤可通过广州市政务服务中心网站进行,填写好公司名称后,如果该名称没有被其他公司注册过或者有相似的名称,就会通过,并下发《企业名称预先核准通知书》。也可提供名称预先核准申请书中需包含的内容,如企业名称、经营范围、注册资本、股东、注册资本认缴制或实缴制等进行核准。
准备注册资料股东身份证明:递交全部公司股东的身份证明,外国人提供护照(需要翻译)或港澳台的大陆通行证、护照认证证明以及翻译公司出具的外国人资料翻译件即可。如果股东是外国企业,需提供相应的证明文件。
监事会或监事相关:若设监事会,至少需要三名的监事成员;若不设监事会,则可设一名监事,该监事可以为外国个人也可以是中国大陆的居民,需提供身份证明。
董事或执行董事相关:外资公司成立时一般可设董事会,当然也可不设董事会。若不设董事会的话,需要设一名执行董事。外资公司董事或执行董事既可以聘请大陆居民也可委派外国个人担任,需提供身份证明。
注册地址证明:公司注册地址必须是商用的办公地址,需要提供租赁协议、房产证复印件及租赁发票。对于生产型企业,需要厂房的房地产租赁合同书原件一式2份,面积通常要求200平方米以上,租赁期限一年以上,用途为厂房;对于非生产型企业,需要写字楼的租赁合同书原件一式2份,租赁期限一年以上,用途为办公。
公司章程:由所有股东签名,需要根据自己的公司情况进行编写,内容包括公司名称、经营范围、股东及出资比例、注册资本等内容。
提交相关材料在广州市场监管局平台提交资料预约,所有外国股东需本人到场,携带相关证件(护照原件、复印件及翻译件)办理营业执照。提交的材料应确保齐全、无错误,否则会导致注册申请被驳回,这个过程大约需要20个工作日左右。
领取营业执照只要材料无误、无遗漏,一般3个工作日内注册申请就会通过,最快的甚至当天就能通过,获得营业执照。
注册过程中的注意事项
工商/税局会委托第三方进行查验,如果不是真实地址,会被列入异常,因此需要租赁真实办公室,不可以是虚拟的或者挂靠公司地址。
法人代表、股东(外商)、财务负责人、监事,这几个职位,除了法人代表可以和财务负责人是同一人,监事不可以是法人代表,即最少要提供2个人的身份证。
如果香港公司的最终受益人为中国大陆人,所谓的返程投资会被认定为假外资,注册和开立基本户、一般户都可以,但无法开立资本金账户,无法将注册资本从香港打过来,后期国内的分红也无法打回香港,所以在注册前,需要找专业机构咨询了解清楚。
外国人注册公司需要经过的流程和中国投资者注册公司的流程是一样的,但外国人经常进行注册公司的费用也受各种情况的影响,注册时需要提前了解。
The process for foreigners to register a company in Guangzhou and obtain a business license.
Determine the Basic Information of the Company
Determine the type of business entity, such as a limited liability company or a joint stock limited company, based on the identity of the investors and the scope of business operations. At the same time, establish a unique company name to avoid duplication with existing business names. The format for company names is typically City + Brand + Industry + Organizational Form. It is recommended to prepare 3 to 5 names for submission.
Determine the amount of registered capital for the company and the proportion of shareholder contributions, and if applicable, provide a commercial registration certificate for a foreign-invested enterprise. Identify the legal representative, supervisors, and financial officers, including their contact information such as phone numbers and email addresses. Clarify the business scope, which must be specific; subsequent business operations cannot exceed the company's business scope.
Name Pre-Approval
You need to apply for pre-approval of the company name with the Guangzhou Industrial and Commercial Bureau. This step can be completed through the website of the Guangzhou Government Affairs Service Center. After filling in the company name, if it has not been registered by other companies or there are no similar names, it will be approved and a "Notice of Pre-Approval of Enterprise Name" will be issued. You can also provide the content that needs to be included in the application for pre-approval of the name, such as the company name, business scope, registered capital, shareholders, whether it is a paid-in system or a subscribed system, etc.
Prepare Registration Materials
Shareholder Identity Proof: Submit the identity proof of all company shareholders. Foreigners should provide a passport (with translation) or a mainland travel permit for Hong Kong, Macao, and Taiwan, as well as a passport authentication certificate and a translation of foreigner's information issued by a translation company. If the shareholder is a foreign enterprise, relevant supporting documents are required.
Supervisory Board or Supervisor Related: If a supervisory board is established, at least three supervisors are required; if no supervisory board is established, one supervisor can be appointed. This supervisor can be a foreign individual or a mainland Chinese resident and must provide proof of identity.
Related to Directors or Executive Directors: Foreign companies can generally set up a board of directors when they are established, but they can also choose not to have one. If there is no board of directors, an executive director must be appointed. Foreign company directors or executive directors can be either mainland residents or foreign individuals, and their identity documents must be provided.
Proof of Registered Address: The company's registered address must be a commercial office address. You need to provide a lease agreement, a copy of the property deed, and a rental invoice. For manufacturing enterprises, you need the original copy of the real estate lease contract for the factory building, in duplicate, with an area usually required to be over 200 square meters, and a lease term of more than one year, with the purpose being a factory. For non-manufacturing enterprises, you need the original copy of the office building lease contract, in duplicate, with a lease term of more than one year, and the purpose being office use.
Company Articles of Association: Signed by all shareholders, this document needs to be drafted according to the specific circumstances of your company and includes information such as the company's name, business scope, shareholders and their capital contributions, registered capital, etc.
Submit Relevant Materials
Submit the required documents and make an appointment on the Guangzhou Market Supervision Bureau platform. All foreign shareholders must be present in person, carrying relevant documents (original, photocopy, and translated passport) to process the business license. The submitted materials should be complete and accurate to avoid having the registration application rejected. This process typically takes around 20 working days.
Obtain Business License
As long as the materials are correct and complete, the registration application will usually be approved within 3 working days, and in the fastest cases, it can even be approved on the same day, obtaining the business license.
Notes to Pay Attention to During Registration
The Industrial and Commercial Bureau/Tax Bureau will entrust a third party to conduct inspections. If the address is not real, it will be listed as abnormal. Therefore, a genuine office needs to be rented, and it cannot be virtual or the address of a company that relies on another.
Legal representative, shareholder (foreign investor), financial officer, and supervisor. These positions cannot all be held by the same person except for the legal representative and financial officer. The supervisor cannot be the legal representative, meaning at least two people's identity documents must be provided.
If the ultimate beneficiary of a Hong Kong company is a Mainland Chinese person, the so-called return investment will be recognized as fake foreign investment. Registration and opening of basic accounts and general accounts are possible, but capital account cannot be opened, and the registered capital cannot be transferred from Hong Kong. Subsequent dividends in the Mainland cannot be remitted back to Hong Kong either. Therefore, it is necessary to consult professional institutions before registration to understand the situation clearly.
The process for foreigners to register a company is the same as that for Chinese investors, but the cost of registration for foreigners is often affected by various situations and needs to be understood in advance.