Choosing a Suitable Entity for Your Company in China – RO vs WFOE

RO-vs-WFOE chinaOne of the most intimidating questions faced by the foreign companies that are interested in investment in China is to choose an appropriate status for their company. The choices lie between establishing an RO i.e., Representative Office or WFOE i.e. Wholly Foreign Owned Enterprise. Both of these options are basically different commercial organizational structures that are formed by foreign invested commercial enterprises all across China, except for a few cities like Taiwan, Hong Kong, and Macao.

Inline to this topic, this article shares:

  • Comparison of RO (Representative Office) vs WFOE (Wholly Foreign Owned Enterprise)
  • Legal requirements and paperwork required to establish these organizations.
  • The difference in tax requirements for RO and WFOE.

How to register a company in China – RO vs WFOE

The differences in both these organizational structures lies in their function that corresponds to their relevant roles and liabilities. Let’s take a look at each of these organizational structures.

What is a Representative Office?

RO serves a basic purpose of market promotion and liaison for the foreign invested commercial enterprises in China. The specific functions of RO includes, technology exchange, target market research and product promotion, offering assistance to the overseas parent companies for operating in Mainland China and operational nature of business liaisons. As an individual and independent entity, RO holds no legal rights of its own and doesn’t possess complete economic functions to conduct commercial activities. The expenditure of an RO is conducted through the remittances of the overseas parent companies.

The limitations for a representative office include the inability to sign contracts with customers or suppliers using its name, to hire staff independently, to open an LC account in a bank, to request the qualification of a general taxpayer and to apply for an independent import/export license. However, representative office registration process is simpler than that of WFOE.

More Info on Representative office

Circumstances for establishing a Representative Office

ROs are normally established under the following circumstances:

To enter in Chinese market

Establishment of Representative Office is generally preferred when a foreign company initially decides to invest in China and lacks the complete knowledge of the market. In this scenario, developing an RO with few employees (not more than 10) is helpful in gaining the market insights. It further helps the foreign company in developing its company’s image – all the while finding new commercial contacts and opportunities during the process.

For supervision and daily monitoring:

A Representative office is generally preferable for the daily liaison and tracking of operations in a scenario where the initial contract has already been established with domestic companies, but the domestic suppliers can contact the overseas parent companies for different purposes like, goods delivery or signing of contracts.

What is a Wholly Foreign Owned Enterprise (WFOE / WOFE) ?

Wholly Foreign Owned Enterprise, in contrast to RO, is a foreign invested limited liability entity that is legally entitled to carry out all the operations similar to that of a normal company. A WFOE is more beneficial than RO due to its more proper structure, expandability and flexibility. A WFOE is allowed to issue invoices, open bank accounts, apply for import and export licences, engage in fundings, hiring employees etc.

More Info on WFOE

Governmental treatment for RO and WFOE

As far as the government is concerned, it treats both the organizational structures differently. The supervision and entry related permits like taxation agreement, establishment approval and industrial entry permits etc., for RO are a bit relaxed while they are strict for WFOE.

If we look into the background of the establishment of ROs and WFOEs, we find that the Government of China had never allowed the establishment of foreign invested commercial enterprises until the 1980s. Before this period, the establishment of RO was permitted to some extent however these restrictions were relieved considerably after China joined the WTO. The establishment of WFOE initiated after the proclamation of Order 8 in 2004, by China’s Ministry of Commerce. Even today, the formation of WFOE in some industries like petroleum and advertisements faces substantial restrictions, while it is much easier to establish an RO for all the industries except for banking.

WFOE vs RO Graphic Comparison

Differences in Tax Policies

The differences in tax policies for RO and WFOE are listed below:

Taxes for RO

There are 3 types of representative offices:

1- ROs that are established in China by foreign law firms, financial companies, auditors and consulting companies.

These ROs serve as an extension of their overseas parent companies and hence the business activities in which such ROs are engaged in is not so much different from WFOEs. Such ROs are allowed limited business operations like invoice purchasing and are also subject to the taxes based on the normal rate of taxation.

2- ROs developed by foreign invested commercial enterprises in the industries like trade, agent businesses and trade.

These ROs are foreign yet permanently based companies and they as a bridge between the customers of their overseas parent companies to provide the services like agent business of introduction of services or the permanent RO that cannot provide proper documents to prove where they handle their customer’s products or even their own products. They also serve their parent companies and related subsidiaries with the services, which cannot supply the agreements and contracts to declare the income correctly.

Such ROs solely focus on corporate liaison and market promotion and are not allowed to collect funds or sign contracts. The approximate tax rate for the ROs in this category is around 10 percent of the expenditures.

3-  Representative offices of non-profit international organizations or foreign government offices in China.

The ROs in this category are allowed to apply for tax exemption, once their verification is conducted by the tax authorities.

Taxation for WFOE

The taxes applied on WFOEs are similar to that of the normal companies. WFOEs normally pay a 5 percent operation tax of incremental income amount, 25 percent income tax, and a 17 percent VAT. Several other taxes also apply to this type of organizational structure.

1- Difference in handling of bank accounts

WFOEs are allowed to open bank accounts of various types and they can also enjoy the extensive financing services through different financial institutes.

On the contrary, ROs are not allowed to open L/C accounts. Neither are they allowed to use the financing services. Although RO can open a bank account and even accept payments in foreign currency, these funds cannot be utilized for day to day operations.

2- Difference in criterias for hiring staff

WFOE organizations are authorized to employ their staff and pay their salaries, while ROs cannot directly hire their staff and need to go through a third party agency to employ staff for them.

3- Requirements related to capital amount

WFOEs need to submit the registered capital amount to confirm the investment scale while no capital is required for the establishment of RO. With regards to the WFOE capital requirements, the minimum amount for a retailer company is Shenzhen is RMB 300,000, while its RMB 500,000 to establish a wholesale organization.

The overseas parent companies of WFOEs need to meet strict requirements regarding market positions and qualification proofs, while the requirements for ROs are quite lenient.

I Want to Setup an Entity in China

Formal processes for establishing ROs and WFOEs

Registration process

China’s WFOE registration requires the scrutiny and approval of Foreign Economic Commission before the process of a business license could start. On the other hand, the Representative office registration application form can be submitted online before the start of the formal processes at the Administration of Industry and Commerce.

The requirement of certificates

Both RO and WFOE are granted with the allowable years of operations, which are normally 3 years for RO and 20 years for WFOE. WFOEs need to acquire certain additional certificates that are not needed by ROs for example, certificate of financial registration.

Turnaround time

The approval of WFOE generally takes around 2 months, as the process is more formal. This time frame is increased by 1 month if it applies for the qualifications of an importer or taxpayer. On the contrary, the approval process of RO is just one month long. Besides, there is a possibility in the case of transforming the Representative Office (RO or Rep Office) into WFOE.

The information contained in this article is valid on June 28th, 2018. For updated information, please contact us via email at contact@fdichina.com.