Register and run a company in mainland China

01 · ChinaMNC

Why set up in mainland China

China is a large and demanding market, and many foreign founders find that serving it from outside the country has limits. A local entity lets you sign contracts with Chinese customers and suppliers, issue local invoices, hire staff under Chinese labour rules, and hold a local bank account. It also signals commitment, which matters in business relationships where partners expect a legal presence.

At the same time, setting up is not the hard part. The hard part is running the company afterwards. Mainland China operates on a registration and filing system that assumes a local presence for accounting, tax and compliance. Before you start, be clear about what the entity will actually do: sell, import, manufacture, provide services, or hold intellectual property. That answer drives your choice of entity type, business scope and location.

This page does not promise timelines or outcomes. Requirements vary by city, by industry and by the authorities handling your file, and they change. Treat what follows as a map of the decisions and paperwork, and confirm current requirements with qualified local professionals before you commit.

02 · ChinaMNC

WFOE, joint venture or representative office

Foreign founders in China generally choose between three structures, and each fits a different purpose.

• Wholly foreign-owned enterprise (WFOE): a limited liability company owned entirely by foreign investors. This is the most common vehicle for companies that want to trade, provide services, manufacture or employ staff. It can generate revenue and issue invoices.
• Joint venture (JV): a company shared with a Chinese partner. A JV can open doors where a local partner brings licences, land, distribution or relationships. It also means shared control, shared profits and a shareholder agreement that must be drafted with care.
• Representative office (RO): a liaison presence that cannot sign contracts or earn revenue in its own name. It suits market research or coordination, not trading. Note that the rules and practical use of ROs have narrowed over time.

Ask yourself what the entity must do on day one. If it must invoice customers and pay employees, an RO will not work. If your sector restricts foreign ownership, a JV or a licensed structure may be required. Industry rules on foreign investment are published in a national negative list, and sectors outside the list are generally open, though local practice can still add conditions.

03 · ChinaMNC

The five-step process

Registration in China follows a recognisable sequence, though the details and the number of authorities involved vary by city and sector. A typical path looks like this.

• Step 1: Decide the structure and scope. Choose WFOE, JV or RO; define business activities; pick a city; and confirm whether your sector carries extra licensing. This stage is mostly preparation, and getting it right saves rework later.
• Step 2: Prepare and notarise company documents. Foreign investor documents usually need notarisation and, where required, legalisation or an apostille, plus Chinese translation. Company names must be checked and reserved.
• Step 3: File for establishment. Submit the application through the local market regulation system, including the articles of association, investor details, legal representative, address and scope. If approval or filing for your sector is needed, handle it here.
• Step 4: Complete post-establishment steps. Obtain the business licence, then arrange company seals, a bank account, tax registration and invoicing setup.
• Step 5: Start operations compliantly. Hire staff under local contracts, set up bookkeeping, and put recurring filings and annual reporting on a calendar.

Do not assume a fixed number of days for any step. Ask your local adviser what the current queue and requirements look like in your chosen city.

04 · ChinaMNC

Documents you will be asked for

The document list depends on your entity type, your investors and your city, but certain items come up almost always. For a WFOE or JV, expect to provide:

• Investor documents: certificate of incorporation or equivalent for corporate shareholders, or passport for individuals, notarised and legalised or apostilled as required, with Chinese translations.
• Constitutional documents: articles of association, and for a JV, the joint venture contract and shareholder arrangements.
• Director and officer details: identity documents for the legal representative, directors, supervisor and, where relevant, the finance officer.
• Address evidence: a lease or sublease for the registered address, plus proof the landlord may lease the premises.
• Name and scope: proposed company names and a description of business activities.
• Authorisation: a power of attorney if a local agent files on your behalf.

Practical points matter here. Names must be in Chinese characters and are checked for availability. Signatures and notarisation formats are scrutinised, so a small error can cause a rejection and a resubmission. Keep originals, keep scans, and use a professional translator. If your investors sit in several jurisdictions, start collecting documents early.

05 · ChinaMNC

Registered address and business scope

Two items trip up more founders than any others: the registered address and the business scope.

Registered address. Every company needs a registered address in the city where it is established. It is the official location for service of documents and inspections. Many founders use a serviced office or an incubator that is approved to host companies; others lease real premises. The address must be genuine and documented, and some cities restrict which buildings can host certain activities. Do not treat the address as a formality: tax and market regulation authorities may visit or correspond there.

Business scope. This is the written description of what your company may do, recorded in the registration. It should cover your planned activities without being so broad that it invites questions. Some activities require a permit before or after registration, such as certain food, logistics, education or manufacturing operations. If your scope misses a core activity, you may need to amend it later; if it includes licensed activities, you must obtain the licence.

Think about the next two or three years, not just day one. A scope that is too narrow can block a contract or an invoice. A scope that is too ambitious can slow registration or require permits you do not need. Have your adviser map your real activities to the local catalogue of business categories.

06 · ChinaMNC

Banking, tax and visas

Once the business licence is issued, the operational setup begins. These are the areas founders most often underestimate.

Banking. Opening a corporate renminbi account involves the bank's own due diligence on the company, its shareholders and its expected transactions. Banks may ask for business plans, contracts and explanations of fund flows. Foreign currency accounts are arranged separately. Prepare a clear story about where money comes from and where it goes.

Tax. Register with the tax authority, choose the applicable taxpayer status, and set up invoicing. China's tax system includes corporate income tax, value-added tax and other levies, and the rates and rules depend on your activities, location and status. Monthly or quarterly filings are normal, and annual reporting is required. Bookkeeping must be in Chinese and kept in line with local rules, so most founders engage a local accounting firm from the start.

Visas and work permits. Foreign staff need a work permit and a residence permit to work legally in China; the process usually starts with the employer. Founders should not assume a business visa allows them to work. Plan the sequence of permits and travel early, and keep the legal representative's presence requirements in mind, since some steps need original signatures or in-person attendance.

07 · ChinaMNC

Common mistakes to avoid

Most problems in China company setup come from a handful of recurring errors.

• Choosing the entity before the business model. Decide what the company will sell, to whom, and from where before you pick WFOE, JV or RO.
• Underestimating documents. Notarisation, legalisation or apostille, translations and signature formats cause delays. Start early and check formats with your local adviser.
• Ignoring the business scope. A mismatch between scope and actual activity can block invoicing or trigger a scope amendment.
• Treating the registered address as a mailbox. Authorities may correspond with or visit the address; use a compliant provider.
• Neglecting post-setup compliance. Banking due diligence, bookkeeping, tax filings and annual reporting are ongoing obligations, not one-off tasks.
• Assuming a visa lets you work. Employment requires the correct permit and residence status.
• Relying on generic timelines. Requirements vary by city and sector and change; confirm locally.

The founders who do best treat China entry as an operating project, not a paperwork exercise. Budget time for advice, keep records tidy, and build a relationship with a local accountant and legal adviser you trust.