Wholly Foreign-Owned Enterprise

A Wholly Foreign-Owned Enterprise (WFOE, sometimes incorrectly WOFE) is a common investment vehicle for mainland China-based business wherein foreign parties (individuals or corporate entities) can incorporate a foreign-owned limited liability company.^[1] The unique feature of a WFOE is that involvement of a mainland Chinese investor is not required, unlike most other investment vehicles (most notably, a sino-foreign joint venture).

Description

Basic elements of a WFOE (Click to enlarge)

WFOEs are limited-liability corporations organized by foreign nationals and capitalized with foreign funds.^[2] This can give greater control over the business venture in mainland China and avoid a multitude of problematic issues which can potentially result from dealing with a domestic joint venture partner. Such problems often include profit not being maximized, leakage of the foreign firm's intellectual property and the potential for joint venture partners to set up in competition against the foreign firm after siphoning off knowledge and expertise.

WFOEs are often used to produce the foreign firm's product in mainland China for later export to a foreign country, sometimes through the use of Special Economic Zones which allow the importation of components duty-free into China, to then be added to Chinese-made components and the finished product then re-exported. An additional advantage with this model is the ability to claim back VAT on the Chinese manufactured component parts upon export. In addition, WFOEs now have the right to distribute their products in mainland China via both wholesale and retail channels.

Another recent variant (the Foreign Invested Commercial Enterprise FICE) of the WFOE has also come into effect, and are used mainly for trading and buying and selling in China. The registered capital requirements for a FICE are lower than for a WFOE as the FICE does not need to fund plant and machinery acquisitions. .

Advantages

WFOEs are among the most popular corporate models for non-PRC investors due to their versatility and structural advantages of a Representative Office or Joint Venture.

Such advantages^[2] include:

• the ability to uphold a company's global strategy free from interference by Chinese partners (as may occur in the case of joint ventures);
• a new, independent legal personality;
• total management control within the limitations of the laws of the PRC;
• the ability to both receive and remit RMB to the investor company overseas;
• increased protection of trademarks, patents and other intellectual property, in accordance with international law;
• shareholder liability is limited to original investment;
• easier to terminate than an Equity Joint Venture;
• simpler establishment than a Joint Venture.

Disadvantages

The disadvantages of establishing a WFOE include the inability to engage in certain restricted business activities, limited access to government support and a potentially steep learning curve upon entering the mainland Chinese market. As a WFOE is a type of limited liability company, it requires the injection of foreign funds to make-up the registered capital; something unnecessary with a Representative Office. It is important to note that regional differences in regulations and practical differences in the application of Chinese legislation can also apply.

References

1. Standing Committee of the National People's Congress (18 October 2000). "Law of the People's Republic of China on Wholly Foreign-Owned Enterprises". PRC Ministry of Commerce Website. Retrieved 15 November 2013.
2. Huang, Flora. "WFOE Guide". shanghai-attorney.com. Retrieved 15 November 2013.

External links

• "WFOE Guide". shanghai-attorney.com. Flora Huang. Retrieved 15 November 2013.
• "Die Wholly Foreign Owned Entity in Form der chinesischen GmbH" (PDF). Dr. Wolfgang Gappmayer (Vienna). Retrieved 18 October 2013.