Register and operate a company in mainland China

01 · ChinaMNC

Why mainland China, and what to plan first

Foreign founders look at mainland China for market access, supply chain proximity and the ability to hire locally. The practical question is not whether the market is large, but whether your product, pricing and operations fit the way business is done here. That usually means a local presence, local staff, and a bank account that can receive and pay renminbi.

Before choosing a structure, clarify four things. First, what activities will the company actually perform in China — sales, manufacturing, services, or support for an overseas parent? Second, who owns the equity, and is that ownership structure acceptable for the sector you are in? Third, where will the company be registered, since the city and district affect filing practice. Fourth, how will the company be funded and how will profits eventually move?

Answering these early saves rework later. Sector rules matter: some activities are open, some require permits, and some are restricted or prohibited for foreign investment. Check the current negative list and any sector-specific licensing before you commit to a structure.

02 · ChinaMNC

WFOE, joint venture or representative office

These are the three structures foreign founders most often compare, and they do different jobs.

• Wholly foreign-owned enterprise (WFOE): a Chinese limited liability company owned entirely by foreign investors. It can conduct permitted business activities, hire staff, invoice customers and hold a bank account. It is the usual choice for founders who want control and a full operating entity.
• Joint venture (JV): a company shared with one or more Chinese partners, typically structured as an equity joint venture. It can make sense where a local partner brings licences, land, distribution or sector access you cannot obtain alone. The trade-off is governance: decision rights, deadlock, exit and profit distribution must be negotiated carefully in the JV contract and articles.
• Representative office (RO): a non-profit-making liaison office. It can support market research, coordination and contact, but it cannot sign contracts for revenue or invoice customers in its own name. It suits companies testing the market, not companies ready to trade.

Choose based on what you need to do, not on which is quickest to describe. If you will invoice, hire and hold funds, you generally need a company, not an RO.

03 · ChinaMNC

The five-step registration process

Registration in mainland China follows a recognisable sequence, though timing and local practice vary by city.

• Step 1 — Structure and name: decide the entity, ownership and registered capital, then reserve a company name with the local market regulator. Names follow Chinese naming rules, so prepare alternatives.
• Step 2 — Prepare and file: assemble the application package — articles of association, investor documents, identity papers, address evidence and scope wording — and submit to the market supervision authority. Foreign investor documents often need notarisation and, where applicable, legalisation or an apostille.
• Step 3 — Licences and permits: obtain the business licence, then any sector-specific permits your activities require. Some activities need approval before or alongside registration.
• Step 4 — Post-registration filings: complete tax registration, open the company bank account, and handle foreign exchange registration and capital contribution where relevant.
• Step 5 — Operate: set up bookkeeping, invoicing, payroll and social insurance, and arrange work permits and residence permits for foreign staff.

Treat these as workstreams that overlap, not a single queue. Address, scope and investor documents are the usual sources of delay.

04 · ChinaMNC

Documents you will be asked for

The document set is predictable, but small errors cause rejections. Prepare clean, consistent copies.

• Investor documents: certificate of incorporation or registration of the foreign parent, constitutional documents, and board or shareholder resolutions approving the China investment. These often need notarisation and legalisation or apostille, depending on the jurisdiction.
• Identity documents: passports for foreign directors, legal representatives, supervisors and shareholders; Chinese ID where a Chinese national is appointed.
• Address evidence: a lease or sublease for the registered address, plus the landlord's property certificate or equivalent authorisation. Requirements differ by district.
• Formation documents: articles of association, name reservation, business scope wording, and the registered capital and contribution schedule.
• Appointment documents: resolutions appointing the legal representative, directors, supervisor and manager.

Consistency is the theme: names, addresses and shareholding must match across every document. Where a document is in a foreign language, a Chinese translation is normally required. Confirm the exact local checklist with your filing agent before submitting.

05 · ChinaMNC

Registered address, business scope and capital

These three items are where foreign founders most often underestimate local requirements.

Registered address. The company must have a registered address in the district where it files. It is not only a mailing point: authorities may require proof that the premises exist and are suitable for the stated activity. Some districts allow serviced or virtual address arrangements for certain activities; others do not. Check before signing a lease, and confirm the landlord can supply the documents the regulator expects.

Business scope. This is the formal list of activities the company may conduct, written in standard Chinese phrasing. Too narrow and you cannot invoice for what you actually sell; too broad and you may trigger permit requirements you do not want. Some activities need a pre-approval or a post-registration licence. Draft the scope around your real revenue lines, and revisit it if the business changes.

Registered capital. This is the subscribed capital stated in the articles, with a contribution schedule. It signals commitment and affects liability. Foreign currency contribution involves foreign exchange procedures and bank reporting. Set an amount you can realistically fund and that fits the sector, rather than a headline number.

06 · ChinaMNC

Banking, tax and visas after registration

Once the business licence is issued, the operational setup begins.

Banking. Open a renminbi basic account and, where needed, foreign currency accounts. Banks apply their own onboarding checks, so expect questions on ownership, expected flows and business substance. Keep your registration documents, contracts and address evidence ready. Foreign exchange registration and capital account procedures are usually handled with the bank.

Tax. Complete tax registration and confirm your taxpayer status, invoicing method and reporting calendar with a local accountant. China has several taxes relevant to companies, including corporate income tax, value-added tax and stamp duty, and obligations vary by activity and location. Bookkeeping and filing are ongoing obligations from the first reporting period.

Visas and permits. Foreign staff generally need a work permit and a residence permit; the employer sponsors the application. Directors and the legal representative may need to be present for certain bank and registration steps. Plan travel and document legalisation around the setup timeline, and keep passport validity in mind.

Build a compliance calendar early — tax filings, social insurance, annual reporting and licence renewals all have their own dates.

07 · ChinaMNC

Common mistakes to avoid

Most problems are avoidable with preparation.

• Choosing the entity by habit. An RO cannot invoice; a JV is not a shortcut to a licence you have not confirmed. Match the structure to the activity.
• Ignoring sector restrictions. Check the negative list and licensing rules before you design the deal, not after.
• Treating the registered address as a formality. Confirm the premises and landlord documents are acceptable in your district.
• Writing a vague or overbroad business scope. Align it with actual revenue and required permits.
• Setting capital you cannot fund. Registered capital is a commitment with a contribution schedule.
• Weak JV governance. Unclear decision rights, exit terms and deadlock provisions create expensive disputes.
• Underestimating document formalities. Notarisation, legalisation or apostille and translation take time; start early.
• Leaving compliance for later. Tax filing, bookkeeping and annual reporting are continuous, not year-end tasks.

Use local advisers for legal, tax and filing work, and keep one person accountable for the whole setup.