Opening a corporate bank account in China has always been fairly straightforward. However, regulatory compliance at Chinese banks is becoming increasingly strict, which is causing problems for foreign investors.

Chinese vs. foreign banks

Unlike in Hong Kong, the process of opening a bank account in the Chinese Mainland has always been relatively straightforward because of a lack of KYC and due diligence procedures. The big Chinese banks such as the Bank of China and the ICBC have welcomed foreign-invested companies to open their bank accounts at their branches, with very limited KYC procedures in place to review the actual business of these companies. The whole account opening process for a new foreign-invested enterprise (WFOE) usually takes three to four weeks.

This contrasts with opening a bank account at foreign-invested banks such as HSBC and Standard Chartered, which offer a full range of banking services but adhere to international standards when it comes to the intake of business. The Chinese branches of foreign banks have more elaborate compliance systems and relatively high KYC requirements and as a result, the process can take longer.

Procedural challenges

Therefore, the main challenge, especially in the case of Chinese banks, is procedural; and unfortunately the process is becoming even more difficult. Banks have always preferred the company’s legal representative to come to the bank in person to sign documents, but considering the hassle and potential delay when involving a non-Chinese legal representative residing abroad, most banks have traditionally been more flexible: the legal representative’s original passport or a notarised / legalised copy has always been sufficient to convince a local branch to accept an application to open a new bank account.

In recent months, however, we have seen a change in this attitude. There are still bank branches that take a more flexible approach – accepting the original passport or, in some cases, confirming the legal representative’s approval through a WeChat call or recording. These exceptions are often made based on the good relationship between a specific bank branch’s officers and the corporate service provider in charge of the bank opening process.

Under the guidance of internal policies from China’s central bank, however, the number of branches that dare to remain flexible is diminishing. In most cases, the legal representative is now required to come to visit the local branch in person.

Who to appoint as legal representative?

Stricter banking rules present foreign investors with a dilemma. Since the legal representative position comes with much power (e.g. the legal representative is legally permitted to represent the company towards third parties including the government), many international companies wisely prefer to appoint someone from headquarters in this position.

But then:

1. Travel to China is severely restricted due to Covid-19 regulations. Foreign executives can come to China but will need to complete a two or three week quarantine period, which unfortunately cannot always be enjoyed in comfort. This means that in the end, appointing a foreign legal representative to a new subsidiary could delay the opening of the bank account and therefore the moment that the business can start operations.
2. Where the Chinese business has a (senior) general manager, his or her appointment could be a good alternative. If not, then appointing a local staff member as the legal representative would be a practical solution, but could put operational control in jeopardy. By giving such an employee the “keys to the castle”, a company will take risks that normally would be deemed unacceptable.
3. The concept of a “legal representative for hire” – e.g. appointing a third-party service provider in this position, is rare in China. First, a company cannot be appointed in this position; it must be a natural person. Second, the legal representative potentially bears administrative and even criminal liabilities in relation to the company’s operations, which for an outsider is generally not acceptable (especially for one that lives and works in China).

Conclusion

China is always changing, and the current trend aims towards stricter compliance. This noticeably translates into stricter processes, including those in relation to the opening of corporate bank accounts. Unfortunately, this presents foreign investors with new difficulties on how to arrange matters safely but efficiently. This is why foreign investors are recommended to plan ahead and seek appropriate advice from a service provider with the right level of experience.

Acclime China supports international investors on company set-up and provides administration services to Chinese subsidiaries of foreign companies, including accounting/tax filing, custodial services, payroll, and banking/treasury support. Acclime China cooperates closely with R&P China Lawyers, a leading Chinese law firm that supports international business in China. For more information on how Acclime China can help to manage, control and develop your business in China, please contact Maarten Roos at m.roos@acclime.com.