NEWS&INSIGHTS

In this article, we help you navigate China’s regulatory maze and offer an overview of bank account options if you are operating out of China.

Definition of a “Non-Resident” company

First, let’s have a look at how the “non-resident” status is defined. The SAFE (State Administration of Foreign Exchange) uses the term “Overseas organizations” (境外机构)to refer to non-resident companies. More specifically, overseas organizations are defined as legal entities duly formed and registered in overseas regions (including Hong Kong, Macao, and Taiwan). As such, if your company isn’t registered in mainland China, it will be considered a non-resident.

Some bank accounts are indeed only available to China-registered business entities such asWFOEs,Representative Offices, and Joint Ventures. The accounts we will introduce below are tailored to meet the needs of the former category of businesses.

Offshore Accounts OSA (离岸账户)

The first type of account available to non-resident companies is known as OSA or Offshore Account. The creation of OSA accounts back in 1989 marked China’s first venture into the world of offshore finance. In May that year, China’s Merchants Bank was the first institution authorized to provide the OSA service in Shenzhen. The People’s Bank of China allocated offshore banking capabilities to several other banks in the Special Administrative region in the following months as part of the country’s reform and opening-up program.

Expansion of the OSA service was however halted in the wake of the Asian financial crisis. It is only in 2002 that domestic banks received Beijing’s green light to restore their offshore activities.

Currently, only 4 banks can legally open OSA accounts for non-resident companies and individuals.

· China’s Merchants Bank

· China Bank of Communication

· Pudong Development Bank

· Shenzhen Development Bank (now merged into Ping’An Bank)

Main Features of OSA Accounts

· OSA accounts can only conduct operations in foreign currencies. RMB transactions are prohibited.

· OSA accounts follow strict separation management. This means funds sourced from overseas can only be used for foreign businesses.

· OSA accounts can handle various types of business transactions, e.g. deposits, loans, settlements, financing. Additionally, interest rates can be priced independently according to marketization principles.

How to Open an OSA account

Companies registered in Hong Kong are usually required to provide the following documents:

· Valid Business Registration Certificate (translated and notarized in Chinese);

· Form D of directors’ information if your company was registered before July 11, 2008; Incorporation Form (NC1 for companies limited by shares or NC1G for companies not limited by shares) and D2A (Notification of Change of Secretary and Director), if any, for companies registered on or after July 11, 2008;

· Latest Annual Report for companies older than a year;

· Memorandum and articles of incorporation;

· Passport or ID card of company directors and legal representative; and

· Board Resolution on opening an Offshore Bank Account.

Please note that minimum deposits vary from one bank to the other. Likewise, documents required to open an account might also differ from those outlined above based on where your business is registered.

NRA Accounts (境外机构境内外汇账户)

The second type of account available to non-resident companies is the NRA (Non-Resident Account). In 2009, the SAFE unveiled the Notice Regarding the Administration for Forex Accounts Held by Foreign Institutions with Domestic Banks (Huifa [2009], No 29), allowing all banks in China to open foreign exchange accounts for overseas businesses. NRA accounts can also be set up for Chinese companies’ overseas subsidiaries.

Funds in an NRA account can be used for goods and services trade settlements as well as capital investment (approved by Chinese authorities on a case by case basis). Transfers to/from NRA accounts are managed by banks and authorities as cross-border transactions. As a result, NRA account holders should provide the bank with supporting documents every time they conduct a transaction with a domestic entity.

Main features of NRA Accounts

While at first glance NRA accounts seem very similar to OSA accounts, they have their own unique features as highlighted below:

· Non-resident accounts are available in both RMB and foreign currencies. This allows limiting foreign exchange risk exposure;

· Non-resident accounts are only available to overseas corporations, not individuals;

· Foreign currency in NRA accounts is not fully convertible into RMB; and

· NRA accounts are subject to tighter legal oversight as banks face total foreign-exchange quotas on the business.

Generally speaking, the administrative burden is high for NRA. For example, e-banking is not available, which can make account management difficult without having dedicated staff on the ground.

How to open an NRA Account

You will need to submit the following documents to open an NRA account:

· Original and photocopy of business registration documents translated and notarized in Chinese

· Copy of the legal representative’s ID card or passport

· Copy of the ID card or passport of the agent opening the account (if applicable)

· The original agreement between the overseas entity and domestic-related parties to justify the opening of the account (could be a trade contract, service agreement, etc.)

· Chinese and English versions of the company’s articles of association

· Legal representative appointment letter

· Board resolution on opening an offshore bank account

FTN Free-Trade Non-Resident Account (非居民自贸账户)

The third and last type of account available to non-resident companies is the FTN account. This is one of the 5 types of bank accounts available in the Shanghai Free-Trade Zone. These are:

· FTE: FT account for FTZ-based enterprises

· FTN: FT account for non-resident enterprises

· FTI: FT account for FTZ employed individuals

· FTF: FT account for FTZ employed foreign individuals

· FTU: FT account for financial institutions within FTZ

The new FTN account was unveiled in May 2014 by the People’s Bank of China. Since its creation in 2013, the Shanghai Free Trade Zone has acted as a testing ground for economic policies and played a key role in the internationalization of the RMB. The FTZ aims to cut red tape and facilitate foreign investment through simplified cross-border transaction procedures, improved RMB convertibility, and preferential interest rates.

Features of the FTN account

· Must be opened at financial institutions established inside the FTZ;

· Allows both RMB and foreign currency transactions;

· Funds in the FTN can be freely transferred between other FT accounts, offshore accounts, and onshore non-resident accounts;

· However, transactions between FTN accounts and onshore accounts are regarded as a cross-border transaction;

· Since 2017, funds in an FTN account can be converted into RMB without prior approval from the SAFE.

Documents required to open FTN account

· Business registration documents translated and notarized in Chinese

· Articles of incorporation

· Copy of the legal representative and Chief Financial Officer’ ID card or passport

· Copy of the ID card or passport of the agent opening the account (if applicable)

· Internal governance structure documents (shareholders information, organizational chart)

· Certificate of good standing for companies older than a year

Conclusion

Overall, while China has considerably loosened its grip on RMB capital flows, trading with Chinese companies as a non-resident enterprise can still quickly turn into an operational headache. Given the ever-changing nature of the Chinese business and legal environment, it is, therefore, best to work with seasoned finance experts to help you choose the best account option for your business needs.

Contact us

Encore Group’s tax and accountancy services provide advisory on China’s tax and business regulatory environment as well as assist in setting up your business-related accounts. Contact us to get start.