Setting Up a Representative Office in China (I): 10 Steps and Some Practical Tips

Considering setting up a Representative Office (R.O.) in China? Barbara Cisneros from INAEL Electrical Systems SA takes us through the steps she followed and gives us some tips based on her experience setting up in Shanghai in 2008.

1. – Obtaining the License.
Tip: Get somebody to guide you through the licensing and legal process.
Experience: There is a huge load of paperwork and you will not be able to do it on your own. In our case, we hired a Spanish law firm with an office here, as we also needed to legalize/authenticate paperwork for Spain. Once you have all the paperwork ready the process may take 2 to 3 months (at least in our case!)

2. – Designation of a Chief Representative.
In order to be able to start operating you MUST designate a Chief Representative for the R.O. This person will hold legal authority and will be legally liable. The Chief Representative will also pay taxes in China.

3. – Registering with the Tax Bureau.
As R.O.s don’t make profits, the Government has devised another way to get some money out of us. We are charged a percentage of the expenses our office incurs, including wages, rental, etc… I believe this percentage may vary depending on which city you live in, jurisdiction, municipality, district… In our case we pay 10% of our expenses.
Tip: I go back here to my first tip “get somebody to guide you”.
Experience:
The law firm that navigated us through the licensing process also took care of this.

4. – Accounting.  Somebody in your Team or Outsourcing?
As soon as you get your license you must start paying taxes. You pay the income tax monthly and the office taxes every three months.
Tip: (This tip is for very small R.O.s like ours (just me and a local employee.)) Unless you have hired somebody with an accounting background who additionally, and this is very important, has good contacts at the tax bureau, then I would recommend outsourcing it to an accounting firm.
Experience: In our case I decided to hire somebody with a bit of an engineering background so that she could help with my work beyond just picking up the phone. I outsourced the accounting tasks to an accounting firm.
There are plenty of companies, both multinational and local, that can do this for you. … When you are a very small company you don’t have the budgets a big multinational may be expecting from a client… so I contacted a local firm for which I had got very good references. It is working really well for us and my contact there speaks perfect English.
Extra Tip: It will save you some money if you include the cost of the annual audit in the accounting fee.
Experience: During the first three months of each year, the R.O. is audited for the previous year activity. This is done by special companies licensed to provide this service. I was aware it would have an extra cost so I negotiated the inclusion of this cost in our accounting fee.
The auditors are very thorough. I was surprise that they devoted four hours to such a small office as ours.

5. – Recruitment.
Tip:
You may choose whom you hire but you cannot complete the recruitment process directly.
Experience
: One of the limitations a representative office has is its inability to recruit directly. Instead you need to use an employment agency that has a license to provide this service. When I set up the office I was told the only available option was FESCO (Foreign Enterprise Human Resource Service Co). I’ve been told that there are a few more options now.
In my case, my boss already knew a good person for the job, so I interviewed her and passed the information to FESCO so that we could complete the recruitment process through them.

6. – Opening a Bank Account.
Experience: My Chinese staff and I visited several banks. We were taken through all the relevant information, account types, processes and fees, and with all that info in hand I made my decision.

7. – Looking for an Office.
You cannot just set up a Representative Office anywhere you want. The location/building needs to have a certain type of classification. A Chinese company can set up in locations we are not allowed to.
Tip: Study carefully all services that should be included in the office tenancy agreement (building management fees, official invoice…) as they may represent an unexpected extra cost afterwards.
Experience:
We were very lucky. There were offices available in the same building where our law firm was. We benchmarked with offices in some other locations in Shanghai and we realized the deal was good.

8. – Office Renovation … the office may need a bit of renovation before you move in….
Tip: Get somebody to manage it for you. Get a recommendation for somebody trustworthy! It may have an extra cost but it is the most efficient way to do it and it will pay back!
Experience: I had to travel and just couldn’t be on top of every step of the process (plumbing, wiring…). The Chamber of Commerce recommended somebody who “tailor-made” a project for me. I chose some office furniture, I even told him how I wanted the wiring, where the internet and the electricity sockets should go … and he managed everything for me.

9. – Becoming Operational_Office Services.
In our case we had to get telephone and internet installed. Usually other services like electricity and water are already provided by the office management.
Experience: The exact same internet service had different quotes depending on the source…You always feel there is something better out there, but you just need to focus on making a choice with the best information available so that you can become operational a.s.a.p.

10. – Becoming Operational_Office Supplies.
You obviously need office supplies, including computers.
Tip: Outsource anything which may distract your attention from your key tasks, especially those jobs for which specialized service is available, like information technology.
Experience: I got a contact for somebody who was doing computer maintenance/ IT support for another office.  I briefed him on what type of computer we needed, the quotes I had already got, and where I had checked them out… I requested him to take care of everything, from buying to set up. This person now provides us with IT support on demand and makes sure everything runs properly.

Have you set up a Rep. Office in China? Would you like to share your experience?

8 comments

  1. I was hoping that this blog post would be insightful to people wanting to set up office in China, so today I got REALLY excited to see that this post has been quoted by one of my favourite blogs (and one of the most popular blogs on China related topics) “China Law Blog”.
    China Law Blog says (link to CLB post) ” I feel a little bit silly doing this post right on the heels of my having done a number of posts on how China Rep Offices are becoming such a rarity. However, the post from which I got this idea is so good and so much of its information is relevant to establishing any business in China, that I just could not resist.
    The post is from the Foreign Entrepreneurs in China blog…” And goes on to comment on all the points mentioned above in my post.
    Thanks a lot for that!

  2. When inquiring about fees, I was surprised to find out that lawyer notarization and certification of documents for foreign (HK) business registration papers cost more than setting up a HK or China company. In your experience, was this the cost very high? The quotes I received from HK lawyers were around 4K HKD.

  3. Dear S Woo,

    This is Ana Inchausti, from Inventta Ltd, http://www.inventta.org.
    It is correct that lawyer notarization and certification of the certificate incorporation of HK companies, a document required to HK Companies to invest in China, might cost around 4000HKD. Bear in mind that this is a job done in HK by HK lawyers and notaries and its not comparable to most of the costs aroused in Mainland China. Depends on the case, you could get cheaper quotes, but in my opinion, it really depends on many factors.

    I hope this information is useful for you. For this, or any other matters regarding the registration of foreign companies in HK or Mainland China, dont hesitate to contact me at: info@inventta.org