Guide to Setting up an Intellectual Property Agency Company in Beijing
(Limited to Trademark Agency)

1.

This guide provides an overview of the matters relating to the incorporation of a Wholly Foreign Owned Enterprise (WFOE) in Beijing, China, to engage in intellectual property agency service. The requirements, procedures and matters needing attention associated with such establishment are hereby presented as a reference for Kaizen’s clients and potential clients.

Investment in WFOEs is now the most popular foreign direct investment vehicle in the PRC as the investor may completely control over their business entity as well as enjoy the full profit from its operation.
A WFOE refers to an enterprise that is established by one or more foreign companies, enterprises and other economic organizations or individuals (including investors from Hong Kong, Macau and Taiwan region) with sole foreign capital in the PRC in accordance with the PRC law.
A WFOE is formed as a limited liability company (LLC). It is considered as a separate legal person that shall be liable for its debts to the extent of all its assets under the PRC law. The shareholder’s liability is limited to its subscribed registered capital.

The scope of business must be specified in the application for the establishment of a WFOE in accordance with the PRC law. And the WFOE can only conduct business activities within its approved scope of business. Any amendments to the scope of business require further application and approval.
The scope of business for an architectural design consulting WFOE could be: architectural design consulting, drafting and drawing.

The company name for a WFOE should follow the format outlined below:

Administration Region(City) + Business Name + Main Industry + Limited or Business Name + Main Industry + Administration Region(City) + Limited

For example:
Beijing ABC Intellectual Property Agency Limited, or ABC Intellectual Property Agency (Beijing) Limited

Some words, such as “Country? “China?and “International?etc. cannot be freely used in the company name. It is subject to further requirements and approval of relevant authority.

A WFOE requires a minimum of one director and full details of the director must be filed with the local AIC. The sole director is the executive director who could act as the legal representative and general manager at the same time. The director can be of any nationality and be resident anywhere. But corporate director is not allowed.

Under the new Company Law of the PRC, the minimum registered capital requirement for company establishment has been abolished and the paid-up capital registration system has been replaced with a subscribed capital registration system.

In accordance with the relevant laws and regulations of the PRC, the company investor/shareholder may decide on the capital amount, method and deadline for capital contributions at their own discretion. However, the capital amount, method and time limit of capital contribution should be specified in the Articles of Association of the WFOE. We always recommend our clients to set the capital amount based on their budget for the WFOE’s initial operations before it generates any income or profit.

Though the foreign investors are not required to engage a professional agent to handle the company registration procedures for them under the PRC law, they normally would like to engage a professional CPA firm or a law firm to complete the registration process for them considering the complicated procedures and various Chinese government authorities involved for the incorporation of WFOEs in China.

We, Kaizen Certified Public Accountants Limited, are a CPA firm duly registered in Hong Kong. We have three branch offices in China’s mainland, one in Beijing and the other two are in Shanghai and Shenzhen. Our offices in China’s mainland have assisted many foreign investors to establish their China WFOEs. Maintenance services have been provided to our clients by our China team with extensive skills and experience as well after the incorporation of the WFOEs.

• Hong Kong company registration, accounting, auditing, tax filing and tax planning

• Serviced office in Hong Kong

• China company registration, accounting, tax filing and tax planning

• Virtual office in Shenzhen and Shanghai

• Singapore company registration, accounting, tax filing and tax planning

• Offshore company registration, ongoing maintenance and compliance

• Hong Kong, China’s mainland and Singapore work visa application

• Trademark registration across the world