Register and run a company in mainland China

01 · ChinaMNC

Why mainland China, and what to consider first

Mainland China is a large, competitive market with deep manufacturing and supplier networks and a fast-moving digital consumer economy. For many foreign founders the appeal is proximity to customers, partners and supply chains, or the ability to hire locally and sell locally rather than exporting from afar.

It is also a market with its own regulatory logic. Expect to operate in Chinese in day-to-day administration, to deal with local authorities city by city, and to budget time for approvals. Some sectors are restricted or require local partners or additional licences; others are comparatively open to foreign ownership. Before choosing a structure, check the current negative list for foreign investment and any sector-specific rules that apply to your activity.

Practical questions to settle early: who your customers are, whether you need local invoicing, whether you will hold inventory, whether you employ staff directly, and where your intellectual property will sit. The answers shape whether you need a full operating entity, a lighter structure, or a partner-based arrangement.

02 · ChinaMNC

WFOE, joint venture or representative office

Wholly foreign-owned enterprise (WFOE) is the default choice for most foreign founders who want to trade, invoice customers, hire staff and control operations. It is a PRC limited liability company owned entirely by foreign shareholders. You choose a registered capital figure and a business scope, and the company operates under PRC law.

Joint venture (JV) involves one or more Chinese partners. It can be the only route in restricted sectors, and it can bring local relationships, licences or land. The trade-off is shared control and the need for a robust shareholders' agreement covering governance, deadlock and exit.

Representative office (RO) is a non-profit liaison presence. It cannot sign sales contracts or invoice customers directly. It suits market research or coordination, but not revenue-generating activity.

In short: WFOE for control and trading, JV where rules or partnerships require it, RO only for liaison. Confirm the current foreign investment rules for your specific activity before deciding.

03 · ChinaMNC

The registration process, step by step

Exact procedures differ by city, but a typical sequence looks like this.

• Name pre-approval. Reserve a company name that complies with naming rules and is not already taken.
• Prepare and submit incorporation documents. This usually includes the articles of association, shareholder and director information, proof of the foreign investor's legal existence, and details of the registered address and business scope.
• Obtain the business licence. The market regulation authority issues the licence once the filing is accepted. The licence carries your unified social credit code.
• Make seals and complete follow-on registrations. Company seals, then tax registration, bank account opening and any sector licences your activity requires.
• Complete capital and operational set-up. Handle foreign exchange registration, capital contribution arrangements and hiring, including work permits and residence permits for foreign staff.

Each step depends on the previous one, and document requirements can differ between districts. Build in buffer time and keep originals and translations consistent across filings.

04 · ChinaMNC

Documents you will typically need

Paperwork is where timelines slip, so prepare early. Common requirements for a foreign-owned company include:

• Proof of the foreign shareholder's existence, such as a certificate of incorporation, notarised and legalised or apostilled as required, with Chinese translation.
• Passport copies of directors, legal representative and supervisors, plus contact details.
• Articles of association, often in a prescribed local format.
• Evidence of the registered address, such as a lease or property certificate, depending on local rules.
• Business scope wording that matches permitted categories.
• Registered capital amount and contribution schedule.
• Powers of attorney if a agent files on your behalf.

Notarisation, legalisation and translation requirements vary by jurisdiction and by city, and some documents have validity windows. Ask the local filing authority or your adviser for the current checklist for your district before you start collecting signatures.

05 · ChinaMNC

Registered address, business scope and capital

Registered address. Every company needs a registered address in the district where it files. It must be a genuine address acceptable to local authorities; some districts allow serviced or virtual arrangements, others do not, and rules change. A lease is often required, so confirm acceptability before signing.

Business scope. This defines what the company may do. Write it to cover current and reasonably foreseeable activities, using standard category wording. Some activities require a pre-approval licence before the scope can include them; others are prohibited or restricted for foreign investment. Overly broad or mismatched scope can cause problems later with invoicing, tax or licensing.

Registered capital. This is the amount shareholders commit to contribute. It is not a fee, but it signals seriousness and affects liability. Contribution rules and timing have changed under recent company law amendments, so confirm current requirements. Set a figure you can realistically fund and that fits the business plan.

06 · ChinaMNC

Banking, tax and visas after incorporation

Banking. Open a corporate RMB account and, if needed, a foreign currency account. Banks apply their own due diligence, so expect questions about shareholders, business activity and expected flows. Bring the licence, seals, identification and address documents. Foreign exchange registration is part of the set-up if you will move capital or profits across borders.

Tax. Complete tax registration and understand the main obligations: corporate income tax, value-added tax, and withholding on certain cross-border payments. Invoicing in China typically runs through the official invoicing system. Engage a local accountant early; bookkeeping and filing deadlines are not optional.

Visas. Foreign employees generally need a work permit and a residence permit. The process involves the employer as sponsor and typically requires qualifications and a clean criminal record check. Founders should plan their own visa route before or alongside incorporation, as tourist entry does not permit work.

Rules and processing differ by city, so confirm current requirements locally.

07 · ChinaMNC

Common mistakes to avoid

Most problems are avoidable with preparation.

• Choosing the wrong entity. An RO cannot invoice; a JV without a clear governance and exit agreement can stall.
• Underestimating documents. Notarisation, legalisation and translation take time and errors cause re-filing.
• Ignoring the business scope. A scope that does not match actual activity can block invoicing or licences.
• Signing a lease before checking address acceptability. Not every address is accepted for registration.
• Setting unrealistic capital. Commit only what you can fund within the required schedule.
• Treating tax and accounting as an afterthought. Late filings carry consequences.
• Skipping IP protection. Register trademarks early; enforcement is easier with registrations in place.
• Relying on informal advice. City-level practice differs; verify with the authority or a qualified adviser.

None of these are reasons to avoid the market, but each is a reason to plan carefully before filing.