Register and run a company in mainland China

01 · ChinaMNC

Why China, and why now

China remains one of the largest consumer and manufacturing markets in the world, and for many foreign founders the reason to be there is proximity: to suppliers, to customers, to talent, and to the speed at which a product can be tested and revised. A local legal entity lets you invoice in renminbi, hire staff directly, sign leases, and hold licenses in your own name rather than through an intermediary.

That said, presence is not automatic. Market access depends on your industry. Some sectors welcome foreign investment; others sit on negative lists that restrict or prohibit foreign ownership, and a few require a Chinese partner. Local competition is intense, distribution is relationship-driven, and consumer expectations differ from what you may know elsewhere.

The practical lesson is to sequence carefully. Confirm that your activity is permitted for foreign-owned entities before you incorporate. Then decide whether you need a full operating company or a lighter presence. Founders who treat registration as the start of market entry, rather than a box to tick, tend to avoid expensive restructuring later.

02 · ChinaMNC

WFOE, joint venture or representative office

WFOE. A wholly foreign-owned enterprise is the default choice for most founders who want to trade, hire and control their own operations. You own it outright, and its permitted activities are defined by its business scope. It can generate revenue, import and export where licensed, and employ staff directly. Setup is more involved than a representative office, but it gives you a real operating vehicle.

Joint venture. A JV pairs you with a Chinese partner, usually for sectors where foreign ownership is limited or where local relationships, licenses or distribution are essential. Control, profit sharing and exit are negotiated in the JV contract and articles. JVs can open doors, but they also import governance complexity and the risk of misaligned incentives. Choose one deliberately, with clear deadlock and exit terms.

Representative office. A RO is a liaison office. It cannot earn revenue directly; it supports market research, coordination and contact-making for a foreign parent. Setup is lighter, but the limits are firm, and the office still needs a registered address and a chief representative.

• Want to sell, invoice, hire and control? Look at a WFOE.
• Restricted sector or a partner who brings real assets? Consider a JV.
• Only exploring and coordinating? A RO may be enough.

03 · ChinaMNC

The five-step registration process

Registration in mainland China generally follows a sequence, though the exact steps, portals and timelines differ by city and by district. Treat this as the shape of the process, not a schedule.

• Step 1: Feasibility and name. Confirm your activity is open to foreign investment, choose the entity type, and reserve a company name through the local market regulation system. Have alternates ready.
• Step 2: Prepare and file. Draft the articles of association, identify shareholders, legal representative, supervisors and registered capital, and submit the establishment application. Foreign documents usually need notarisation and, where required, legalisation or an apostille.
• Step 3: Licences and approvals. Collect the business licence, then obtain any sector-specific permits your scope requires, such as food, education, logistics or export-related approvals.
• Step 4: Post-establishment filings. Arrange company seals, open the bank account, complete tax registration, and handle foreign exchange and customs registration if you will trade.
• Step 5: People and operations. Secure premises, register employees, set up payroll and social insurance, and arrange work and residence permits for foreign staff.

Expect the sequence to overlap, and expect local practice to vary. A capable local adviser will tell you what your district actually requires.

04 · ChinaMNC

Documents you will likely need

Document requirements are set locally, so confirm the list with the authority or your adviser for your city. As a working baseline, foreign founders typically prepare the following.

• Corporate shareholders: certificate of incorporation, articles or constitutional documents, and evidence of the ultimate beneficial owners, usually notarised and legalised or apostilled for use in China.
• Individual shareholders: passport copies, and in some cases proof of address or a notarised passport copy.
• Company name: several proposed names in Chinese, with the intended English name noted.
• Registered capital and contribution plan: the amount, currency, and schedule for paid-in capital.
• Articles of association: drafted to reflect governance, profit distribution and transfer restrictions.
• Registered address: a lease or occupancy document for premises that can be used for registration.
• Appointments: identities and contact details for the legal representative, supervisor and authorised signatory.
• Business scope: a proposed wording that matches permitted activities.

Translations may be required, and signatures often need to be witnessed or notarised. Build time for document preparation into your plan; it is frequently the slowest part.

05 · ChinaMNC

Registered address and business scope

Two items cause more delay than almost anything else, and both are easy to underestimate.

Registered address. Every company needs a registered place of business, and the address must be documented and acceptable to the local authority. In practice this means a lease for office or commercial premises, or a compliant arrangement through an authorised provider in zones that permit it. Residential addresses are usually not accepted. Check that the property's use designation and the landlord's paperwork support company registration, and confirm what the district requires before you sign a long lease. The address also affects which tax bureau and district authorities you deal with.

Business scope. Your scope defines what the company may legally do, and it must be written in the standard terminology used by the registration system. If your activity appears on a restricted list, you may need a partner, a special licence, or a different structure. Some activities require pre-approval before the business licence is issued; others need permits afterward. Draft the scope broadly enough to cover your intended operations, but not so broadly that it triggers unnecessary approvals. If you plan to add activities later, check whether a scope amendment will be needed, and how long that takes in your district.

06 · ChinaMNC

Banking, tax and visas

Banking. After the business licence and seals are ready, you open a corporate renminbi account, and often a foreign currency account. Banks apply their own onboarding and due diligence, so expect questions about shareholders, beneficial owners, expected transaction flows and the source of funds. Bring originals, translations and a clear explanation of your business. Account opening is not automatic, and processing time varies. Keep records that support your answers.

Tax. Newly established companies complete tax registration and are assigned to a tax bureau. You will need to understand the taxes that apply to your activity, invoicing rules, and monthly or quarterly filing obligations. Most companies engage a local bookkeeping firm from day one; filing deadlines are real, and penalties for missed filings are avoidable. Ask about VAT treatment for your services or goods, and about any incentives that may apply in your location, subject to eligibility.

Visas and permits. Foreign staff generally need a work permit and a residence permit, and the process typically involves the employer's registration and a health check. Founders who will work in China should plan their own permit early, since it affects travel and banking. Family members may be eligible for dependent visas. Requirements and processing times change, so confirm current rules with the local exit-entry authority before booking travel.

07 · ChinaMNC

Common mistakes to avoid

Most problems we see are structural rather than technical. They surface months after registration, when changing course is costly.

• Choosing an entity before checking market access. Confirm your activity is open to foreign investment, and whether it needs a licence, before you incorporate.
• Writing a vague or overbroad business scope. Both extremes create friction: too narrow blocks your operations, too broad triggers permits you do not need.
• Signing a lease that cannot support registration. Verify the property's use and the landlord's documents first.
• Underestimating document legalisation. Notarisation, apostille or consular legalisation can add weeks; start early.
• Treating registered capital as a formality. Contribution amounts and schedules are commitments; plan the funding realistically.
• Ignoring tax and payroll from day one. Missed filings and unregistered staff create clean-up work later.
• Assuming a bank account will open quickly. Prepare ownership and transaction documentation in advance.
• Skipping local advice. City and district practice differs; a local adviser saves more than they cost.

None of these is unusual. What separates smooth launches is early checking, honest sequencing, and a willingness to adapt the plan to local rules rather than the reverse.