CMChinaMNC

ChinaMNC

Set Up and Run Your Company in Mainland China

This page is for foreign founders who want to register a company in mainland China and operate it day to day. It explains the main entity options, the registration steps, the documents you will be asked for, and the practical issues that come after the licence is issued: registered address, business scope, banking, tax and visas. Every city and industry has its own local practice, so treat this as a working map rather than a substitute for local advice. The goal is to help you ask the right questions, prepare realistic documents and avoid the mistakes that cost founders the most time.

01 · ChinaMNC

Why China for foreign founders

China is one of the largest consumer and industrial markets in the world, and many foreign founders want a local legal presence rather than selling across the border. A mainland company lets you sign contracts locally, invoice in RMB, hire staff, open bank accounts and deal with suppliers and platforms that prefer or require a domestic entity.

China is also a demanding market. Rules, tax practice and licensing differ by city and by industry, and some sectors restrict or prohibit foreign ownership. Consumer behaviour, distribution and digital channels are different from Western markets, so a local presence only helps if you have a clear product, a realistic budget and someone who can operate on the ground.

Before committing, define why you need an entity: a local team, a local warehouse, a platform requirement, a licensing requirement or a joint venture partner. That answer determines the structure you choose and how much you should invest in registration and early operations.

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WFOE, joint venture or representative office

Most foreign founders compare three structures.

  • WFOE (wholly foreign-owned enterprise): a limited liability company owned by foreign shareholders. It can conduct permitted business activities, hire staff, invoice and hold RMB accounts. It is the most common choice for founders who want control.
  • Joint venture: a company shared with a Chinese partner. This can be required in restricted sectors or useful where a partner brings licences, land, distribution or local relationships. Control, governance and exit terms need careful drafting.
  • Representative office: a liaison office that cannot earn revenue directly. It suits market research or coordination, not direct sales.

Foreign investment rules apply, including sector-specific restrictions and negative lists. Confirm your activity is open to foreign ownership before you choose a structure, and match the entity to your actual commercial plan rather than to the fastest registration route.

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The registration process in five steps

Registration is usually handled through the local market regulation authority, with tax, banking and other steps following. The exact order and requirements vary by city.

  • Step 1: Prepare the plan. Define shareholders, capital, business scope, registered address and legal representative. Decide who will hold the company seal and sign documents.
  • Step 2: Name and scope. Reserve a company name and draft the business scope so it matches what you will actually do. Some activities need pre-approval or a licence.
  • Step 3: Submit registration. File the application with the required corporate documents, many of which must be notarised, apostilled or legalised and translated.
  • Step 4: Licences and seals. Collect the business licence, then arrange seals, tax registration and any industry permits.
  • Step 5: Bank and tax. Open a corporate account, set up tax reporting and bookkeeping, and sort out work permits and visas for foreign staff.

Each step can overlap, but banking and licensing often take longer than founders expect. Plan for local review and follow-up.

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Documents you should prepare

Document requirements differ by city, authority and entity type, but foreign founders are commonly asked for the following.

  • Shareholder documents: certificate of incorporation, articles, registers and good standing evidence for corporate shareholders; passports for individuals.
  • Notarisation, apostille or legalisation: depending on the jurisdiction and current practice, corporate documents may need certification and Chinese translation.
  • Registered address proof: a lease or address service agreement, plus property documents where required.
  • Company name and business scope: proposed names and a description of activities that matches the licence and tax codes.
  • Legal representative and officers: identity documents and contact details for directors, supervisor, legal representative and authorised signatory.
  • Capital and governance: articles of association, capital contribution plan and authority to sign.

Keep originals, translations and scans consistent. Mismatched names, addresses or signatures are a common cause of delay, and some documents have a limited validity window.

05 · ChinaMNC

Registered address and business scope

The registered address is the company's official location and must be a compliant address accepted by the local authority. Founders who do not yet have premises often use a registered address service, but rules vary: some cities and industries require a physical office, and certain activities cannot be run from a shared address. Check what the address provider can support, including mail handling and inspections.

Business scope describes what the company may do. It should cover your real activities without being so broad that it triggers extra licensing or tax issues. Some activities need a permit before or after registration, and some are restricted for foreign investment. Where you plan e-commerce, consulting, import and export, or manufacturing, describe each activity carefully and confirm the correct wording with the local authority.

Changing the scope or address later is possible but adds time and paperwork, so get both right at the start.

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Banking, tax and visas

After registration, the company needs a corporate bank account for capital, payments and payroll. Banks apply their own due diligence and may ask about shareholders, business model, counterparties and expected transaction volumes. Prepare a clear explanation of your business and keep supporting documents ready. Account opening and online banking access can take time, and some banks have minimum balance or service requirements.

Tax registration and ongoing compliance follow the business licence. Companies generally deal with corporate income tax, VAT and withholding tax, and must file periodic returns even when there is no revenue. Monthly or quarterly bookkeeping and annual reporting are normal. Engage a local accountant or bookkeeping firm early.

Foreign staff need the correct visa and work permit. The process usually involves a work permit notification, an entry visa, a residence permit and, where required, a medical check. Requirements depend on the role, qualifications and city. Plan visas before staff travel.

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Common mistakes to avoid

Many problems come from decisions made before registration. The most common mistakes include:

  • Choosing a structure before confirming whether the activity is open to foreign ownership.
  • Using a registered address that does not fit the business or cannot support inspections.
  • Writing a business scope that is too narrow, too broad or inconsistent with the actual licence and tax codes.
  • Submitting documents with inconsistent names, translations or signatures, or letting certificates expire.
  • Underestimating the time and evidence needed to open a bank account.
  • Forgetting ongoing tax filings, annual reporting and bookkeeping after the licence is issued.
  • Assuming a visa can be arranged after arrival or that a tourist entry can be converted easily.
  • Skipping local legal or tax advice because the registration itself looks straightforward.

Most of these are avoidable with a checklist, a realistic budget and a local adviser who knows your city and industry.

FAQ

FAQ

Can a foreign founder own 100% of a mainland China company?

In many sectors, yes. A wholly foreign-owned enterprise is available where the activity is open to foreign investment. Some sectors are restricted, require a Chinese partner or are prohibited. Confirm the current negative list and local practice for your specific activity before choosing a structure.

How long does registration take?

Timelines vary by city, entity type, document readiness and licensing. Some registrations move quickly, while notarisation, translation, address checks and licensing can add significant time. No responsible adviser should promise a fixed timeline, so plan with buffer and confirm current local processing with the authority or your adviser.

Do I need a physical office in China?

Not always. Some founders use a compliant registered address service, but certain cities, industries and activities require a physical office or cannot use shared addresses. Check the rules for your city and business scope before signing a lease or address agreement.

Can a representative office generate revenue?

Generally no. A representative office is a liaison structure and is not designed to earn revenue directly. If you need to invoice customers, sign commercial contracts and receive payments, a WFOE or joint venture is usually the more suitable structure, subject to sector rules.

What ongoing compliance will my company have?

Expect bookkeeping, periodic tax filings, annual reporting and other local requirements. Foreign staff also need valid work and residence permits. The exact obligations depend on the entity, activity and city, so appoint a local accountant and keep your corporate records and filings up to date.

Talk to us

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This page is general information for foreign founders and is not legal, tax or immigration advice. Rules and local practice change, so confirm your situation with qualified local professionals.