Register and run a company in mainland China

01 · ChinaMNC

Why China, and what to settle before you register

Founders usually come to mainland China for market access, proximity to suppliers and manufacturing, or to serve existing clients who are already here. Those are commercial reasons, and they should drive the entity choice. Before you file anything, write down what the China entity will actually do: sell to local customers, import and distribute, run a factory, provide services, or simply support a foreign parent. The answer determines the entity type, the business scope, the capital you need to commit, and the licences you must obtain.

Be realistic about operating realities. A China entity is a separate legal person with its own books, tax filings and compliance calendar. It needs a registered address, a legal representative, finance and tax staff or an outsourced provider, and a bank account that works for both renminbi and cross-border payments. Founders who treat registration as a paperwork exercise often end up with an entity that cannot legally do the work they intended.

Finally, decide who will be on the ground. Someone must be able to sign, respond to authorities and manage the bank and tax relationship. Plan that before incorporation, not after.

02 · ChinaMNC

WFOE, JV or RO: choosing the right vehicle

A WFOE is a company wholly owned by foreign investors. It is the default choice for founders who want control, direct invoicing to Chinese customers and the ability to hire locally. It can trade, provide services or manufacture, subject to its approved business scope and any sector-specific licensing. Most foreign founders who intend to operate a real business start here.

A joint venture pairs you with a Chinese partner, usually through an equity JV or a cooperative JV. It makes sense where local market access, land, licences or distribution genuinely depend on a partner, or where a sector restricts foreign ownership. The trade-off is governance: decision rights, capital contributions, profit distribution and exit mechanics all need to be negotiated in writing and reflected in the JV contract and articles.

A representative office is a liaison presence. It cannot generate revenue in its own name and is limited in the staff it can hire directly. It suits market research or coordination, not a commercial operation.

Check the current negative list for your sector before choosing. Some activities remain restricted or require Chinese control.

03 · ChinaMNC

The five-step registration process

Exact procedures and portals differ by city, but the sequence below is the common path. Treat each step as a gate: later steps depend on earlier approvals.

• Step 1 — Name approval and preparation. Reserve a company name and confirm the Chinese-language version, registered capital, shareholders, legal representative and business scope. Prepare constitutional documents and notarised or apostilled investor documents as the local authority requires.
• Step 2 — Market entity registration. File with the local market regulation authority to obtain the business licence. This is the moment the company legally exists.
• Step 3 — Post-licence filings. Arrange company seals, then complete tax registration, and set up social insurance and housing fund accounts if you will employ staff.
• Step 4 — Banking. Open the basic RMB account and any foreign-currency account. Expect identity and beneficial-ownership checks on directors and shareholders.
• Step 5 — Operational readiness. Complete foreign exchange and tax set-up, obtain any sector licence your business scope requires, and arrange work permits and residence permits for foreign staff.

Do not sign a lease or hire before the business licence is issued unless your adviser confirms it is safe to do so.

04 · ChinaMNC

Documents you should expect to prepare

The document list depends on entity type, city and sector, but foreign founders should plan for the following. Investor documents typically include the parent company's certificate of incorporation or the individual shareholder's passport, constitutional documents, and board or shareholder resolutions authorising the investment. These often need notarisation and legalisation, or an apostille where applicable, plus Chinese translation. Confirm the current requirement with the local authority, because practice varies.

For the company itself, expect a name reservation form, the articles of association, a capital contribution plan, the registered address lease or ownership proof, and details of the legal representative, directors, supervisors and general manager. If a local company secretary or filing agent is used, their engagement documents are also required.

For regulated activities, add sector approvals and proof of the qualifications they require. For foreign staff, add degree certificates, employment history and police clearance certificates for work permit applications.

Keep originals and translated copies organised in one place. Missing or inconsistent documents — for example, a name that differs between the passport and the resolution — are among the most common causes of delay.

05 · ChinaMNC

Registered address, business scope and capital

The registered address is the company's legal domicile and must be a real, documented location acceptable to the local authority. Many founders use a serviced office or an incubator that provides registration support; some cities and districts allow virtual or clustered registration for certain activities, but not all. Confirm that the address is approved for your business scope and that the landlord can supply the lease and property documents the filing requires. The address also affects which tax bureau and local authorities you deal with.

Business scope describes what the company may do. Write it to match your actual operations, because banks, tax authorities and licensing bodies read it. Too narrow and you cannot invoice for the work you do; too broad and you may trigger extra approvals or scrutiny. Some activities require a pre-approval licence before the scope can be registered.

Registered capital is the amount shareholders commit. Under the current company law framework, contribution timelines are set by law and by the articles, so agree a figure you can realistically fund. Capital is not a vanity metric: it signals credibility to partners and authorities, and it defines shareholder liability.

06 · ChinaMNC

Banking, tax and visas after incorporation

Open the bank account early, because payroll, invoicing and tax payments all depend on it. Banks apply know-your-customer and beneficial-ownership checks, so expect to provide corporate documents, shareholder and director identity documents, and information on your business and expected flows. Cross-border payments, foreign-currency conversion and capital account rules are separate topics; ask your bank and adviser how your specific flows will be handled.

On tax, a China company is generally subject to corporate income tax and value-added tax, with withholding obligations on payments to foreign parties and monthly or quarterly filing duties. Rates, incentives and filing calendars depend on your activities, location and status, so get a written tax briefing rather than relying on general summaries. Keep proper books from day one; retroactive clean-up is expensive.

For visas, foreign staff normally need a work permit and a residence permit, and the company needs the right registrations to sponsor them. Founders sometimes qualify under different categories than employees. Immigration rules are detailed and city-specific; verify eligibility before you plan relocations.

07 · ChinaMNC

Common mistakes foreign founders make

Most problems are avoidable and stem from treating China registration as a one-off event rather than the start of an operating relationship with regulators.

• Choosing the entity before the business model. Decide what you will sell, to whom, and whether a licence is needed, then pick WFOE, JV or RO.
• Underestimating documents. Notarisation, legalisation, translation and name consistency take time. Start early and check the current local requirements.
• Ignoring the business scope. A scope that does not match operations blocks invoicing and can trigger penalties.
• Signing a lease too soon. Confirm the address is acceptable for registration before committing to rent.
• Skipping tax and accounting set-up. Filing obligations begin quickly; appoint a qualified bookkeeper or firm from the start.
• Assuming rules are uniform. National law sets the frame, but city and district practice varies. Verify locally.
• Neglecting governance. In a JV, vague decision rights and exit terms cause disputes later.
• No local signatory. Someone must be able to act for the company in China.

Use this page as a checklist for questions, not as a substitute for local professional advice.