Register and run a company in mainland China

01 · ChinaMNC

Why China, and what to check before you commit

China is a large, competitive market with a deep supplier base, mature logistics and a fast-moving consumer and industrial base. For many founders the attraction is proximity: to manufacturers, to component suppliers, or to customers who expect a local presence. A mainland entity can make hiring, invoicing in RMB, signing local contracts and holding licences much more straightforward than working through an offshore company alone.

Before committing, test the commercial case honestly. Ask whether your buyers actually require a mainland contracting party, whether your product needs licences or certifications, and whether you can support local staff and local compliance. Market entry is an operating decision, not only a registration decision.

• Confirm demand and who your real local customer is.
• Check whether your industry is encouraged, restricted or prohibited for foreign investment.
• Budget for ongoing accounting, tax filing and payroll compliance, not just setup.
• Decide who will be the legal representative and day-to-day manager on the ground.

Regulation changes. Treat any plan as provisional until a local adviser confirms the current position for your city and sector.

02 · ChinaMNC

WFOE, joint venture or representative office

The three structures foreign founders most often compare are the wholly foreign-owned enterprise (WFOE), the joint venture (JV) and the representative office (RO). Each fits a different purpose, and the right choice depends on what you need the entity to do.

A WFOE is a limited liability company owned entirely by foreign investors. It can generally conduct approved business activities, hire staff, invoice customers and hold capital. It is the common choice for founders who want control and a full operating presence, but it brings capital contribution, accounting and tax obligations.

A JV involves one or more Chinese partners. It can open doors to local relationships, licences or distribution, at the cost of shared control, governance negotiation and exit complexity. Some restricted sectors require a Chinese partner; check the current negative list for your industry.

An RO is a liaison office. It cannot normally earn revenue directly; it supports market research, liaison and coordination for a foreign parent. It is lighter to run but limited in what it can do.

• Choose a WFOE for control and full operations.
• Choose a JV when local partnership or sector rules require it.
• Choose an RO for liaison only, not for revenue.

03 · ChinaMNC

The five-step registration process

Registration in mainland China generally follows a recognisable sequence, though the details and portals differ by city. The steps below describe the shape of the process, not a guaranteed timeline.

• Step 1 — Name and structure. Choose a Chinese company name in the required format, confirm the structure and draft the articles of association. Name availability is checked with the market regulation authority.
• Step 2 — Approvals and filing. Depending on your sector, you may need foreign investment filing or industry-specific approval before or alongside company registration. Confirm this early; it can change the whole plan.
• Step 3 — Business licence. Submit the registration package to the market regulation authority. If accepted, you receive the business licence, which is the entity's basic legal identity.
• Step 4 — Chops and formalities. Have company seals made, register with the public security process where required, and complete tax, customs and other registrations relevant to your activities.
• Step 5 — Bank and operations. Open the corporate RMB and foreign currency accounts, arrange capital contribution, set up accounting and payroll, and put contracts and invoicing in place before trading.

Sequence matters: banking and tax steps usually depend on the licence and seals being ready first.

04 · ChinaMNC

Documents you will typically be asked for

Document requirements vary by city and by structure, but most foreign founders should expect a core set. Preparing clean, consistent paperwork reduces back-and-forth.

• Passport copies of foreign shareholders and legal representatives, with clear scans.
• Proof of address for foreign investors, often notarised and legalised or apostilled, with translation where required.
• Parent company documents if a corporate shareholder is used: certificate of incorporation, constitutional documents and board resolutions.
• Proposed Chinese company name and alternative names.
• Articles of association and the registered capital and contribution schedule.
• Lease or proof of the registered address, plus landlord documents where required.
• Business scope wording and any industry licences or approvals.
• Appointment documents for the legal representative, supervisors and managers.

Notarisation, legalisation, apostille and translation rules depend on the document's origin and current practice. Ask your local adviser which exact format your city accepts. Keep originals and digital copies, and make sure names and addresses match across every document.

05 · ChinaMNC

Registered address, business scope and capital

Three practical items shape what your company can legally do and where it can do it.

Registered address. Every company needs a registered address in the jurisdiction where it is filed. It is not only a mailing address; it is where authorities direct notices. Some cities allow serviced or virtual registered addresses for certain activities, while others require a real leased office. Landlord cooperation, lease terms and property documentation often matter as much as the address itself.

Business scope. This is the formal list of activities your company may undertake. It is written in standard Chinese categories, and some activities require a licence before or after registration. Write it to match what you will actually do, with a little room for reasonable development, but do not pad it with unrelated items that trigger approvals you do not need.

Registered capital. This is the capital you commit to contribute. Rules on minimums, contribution timing and currency have changed over time, and sector rules may add requirements. Set an amount you can realistically fund and that fits your banking and tendering needs. Do not choose a figure purely because it looks impressive.

06 · ChinaMNC

Banking, tax and visas after incorporation

Once the licence and seals are in hand, the operating setup begins.

Banking. Open the corporate RMB account and, if needed, a foreign currency capital account. Banks apply their own due diligence, so expect questions about the business, shareholders, expected flows and counterparties. Prepare a clear explanation of your model and supporting contracts. Capital contributions and cross-border payments must follow foreign exchange rules.

Tax. Register with the tax authority, confirm your taxpayer status, and set up bookkeeping and invoicing. China has several taxes that may apply, including corporate income tax, value-added tax and withholding tax on certain cross-border payments. Rates, incentives and filing routines depend on your activities and location. Use a qualified local accountant from day one; retroactive fixes are expensive.

Visas and work permits. Foreign staff generally need a work permit and a corresponding residence permit to work legally. The process usually involves the employer, the labour and immigration authorities, and sometimes a medical check. Founders should plan their own status carefully, because entering on a business visa is not a substitute for a work permit.

07 · ChinaMNC

Common mistakes foreign founders make

Most problems are avoidable with a little patience and local advice.

• Choosing the structure before the business model. Decide what the entity must do, then pick the structure.
• Underestimating document formalities. Notarisation, legalisation, apostille and translation take time and must be consistent.
• Setting registered capital too high. A large figure creates real funding obligations and can complicate later changes.
• Writing a vague or overbroad business scope. Both cause friction, either with banks or with approvals.
• Ignoring the registered address. A weak lease or uncooperative landlord can stall banking and filings.
• Treating tax and accounting as an afterthought. Filing obligations start early, even before revenue.
• Working on the wrong visa. Business entry is not a work permit; plan your status properly.
• Assuming rules are uniform across China. City-level practice differs; confirm locally.

None of these are reasons to avoid China. They are reasons to plan carefully, budget for professional support and verify current requirements before you sign a lease or transfer capital.