Investment Advisory
Why inbound and outbound structuring is non-trivial
Choosing where to hold a China investment, how to fund it and through which vehicle it should be repatriated has material and durable tax consequences. The choice is rarely settled by headline corporate income tax rates alone; treaty access, withholding tax on dividends, interest and royalties, the treatment of shareholder loans, controlled foreign corporation (CFC) rules and exchange-control registration each shift the optimum. We work with clients and their counsel to evaluate the options before the first dollar is committed and to revisit the structure as the business and the regulatory environment evolve.
Our services
Entry strategy and vehicle selection
We help foreign investors select the appropriate entry vehicle — wholly foreign-owned enterprise (WFOE), equity or cooperative joint venture, foreign-invested holding company, or representative office — based on the client's sector, scope and exit horizon. For investments in restricted sectors we work alongside PRC counsel on the negative-list compatibility and the VIE alternative where applicable, and we map the tax-and-exchange-control consequences of each.
Holding and financing structures
We design the offshore holding stack — Hong Kong, Singapore, the Netherlands, Luxembourg, Ireland and BVI in various combinations — to maximise treaty relief on dividends, interest and royalties while remaining defensible under the GAAR and the STA's beneficial-ownership guidance. We advise on intragroup funding (equity vs. shareholder loan, thin-capitalisation limits, cash-pool arrangements) and on the pricing of related-party services that flow through the structure.
Outbound direct investment (ODI)
For Chinese companies expanding overseas, we handle the SAFE and NDRC registration, the tax-clearance process at the in-charge bureau, and the structuring of the offshore leg to preserve treaty relief in the destination jurisdiction. We also advise on the post-investment reporting obligations and on the repatriation of profits back into China.
Reorganisation and exit
Whether restructuring an existing platform ahead of a fundraising, simplifying a group in preparation for sale, or planning a domestic or cross-border IPO, we model the corporate-income-tax, withholding-tax and indirect-tax cost of each option and document the conclusions for the deal team. On exit we work with the transaction counsel on vendor due diligence and step-planning.