Register and run a company in mainland China

01 · ChinaMNC

Why mainland China

China is a large and varied market, and many foreign founders look at it because their customers, suppliers or competitors are already there. Being locally incorporated can make it easier to sign contracts with Chinese partners, invoice in renminbi, hire staff directly and hold a physical presence. It can also shorten the distance between you and the factories, distributors or platforms you work with.

At the same time, mainland China is not a single uniform market. Consumer expectations, hiring norms, local incentives and administrative practice differ between cities and regions. A presence in one city does not automatically give you nationwide reach, and some activities are restricted or require specific approvals.

Treat market entry as a business decision first and a paperwork exercise second. Clarify who your customers are, how you will reach them, who will run the local entity day to day, and how the entity will be funded. Founders who can answer those questions usually find the registration process much easier to navigate.

02 · ChinaMNC

WFOE, JV or RO: choosing an entity

The three structures foreign founders most often consider are the wholly foreign-owned enterprise (WFOE), the joint venture (JV) and the representative office (RO). Each fits a different purpose.

• WFOE: a limited liability company owned entirely by foreign investor(s). It can conduct permitted business activities, employ staff and invoice customers. It is the most common choice for founders who want operational control, but it comes with full accounting, tax and compliance obligations.
• JV: a company shared with one or more Chinese partners. A JV can bring local knowledge, relationships and licences, but it also means shared control, negotiated governance and the need for a clear shareholders' agreement covering deadlock, exits and profit distribution.
• RO: a representative office is a liaison presence. It cannot earn revenue directly, and its permitted activities are narrow. It can suit a market-study phase, but it is not a vehicle for running a commercial operation.

Which structure fits depends on your activity, your need for control, your funding and whether your sector is open to foreign investment. Check the current negative list for your industry before choosing.

03 · ChinaMNC

The five-step registration process

Exact procedures vary by city, but the sequence below reflects the usual path for a WFOE. Think of it as a map, not a fixed timetable.

• Step 1 – Prepare and decide: confirm your business scope, registered capital, legal representative, shareholders and registered address. Reserve the company name with the local market regulator.
• Step 2 – Foreign investment filing: where required, complete the foreign investment information reporting through the relevant system, and obtain any sector-specific approval your activity needs.
• Step 3 – Business licence: submit the incorporation application to the market supervision authority. If accepted, you receive the business licence, which is the entity's basic legal identity.
• Step 4 – Post-licence registrations: have company seals made, then handle tax registration, bank account opening, foreign exchange registration and, where relevant, customs and social insurance registration.
• Step 5 – Start operating compliantly: set up bookkeeping, invoicing, payroll and annual reporting, and arrange work permits and residence permits for foreign staff.

Each step depends on the one before it, and some steps run in parallel. Plan for document translation, notarisation and legalisation where these are requested.

04 · ChinaMNC

Documents you will likely need

Document lists differ by city and by entity type, but the following items are commonly requested from foreign founders. Prepare clean, consistent copies and check validity dates.

• Investor documents: certificate of incorporation or registration for a corporate shareholder, or passport for an individual founder, often notarised and legalised or apostilled as required.
• Identity documents: passports of directors, supervisors, legal representative and authorised signatories.
• Address evidence: a lease or ownership document for the registered address, plus any local filing the landlord must provide.
• Constitutional documents: articles of association, and for a JV, the joint venture contract and shareholders' agreement.
• Name and scope: proposed company names and a business scope drafted to match permitted activities.
• Capital and funding: evidence and explanation of registered capital and the source of funds, where requested.
• Authorisations: board resolutions or powers of attorney for the person submitting the application.

Translations into Chinese are usually required. Requirements for notarisation, apostille or consular legalisation depend on the investor's jurisdiction and the receiving authority, so confirm before you send originals anywhere.

05 · ChinaMNC

Registered address and business scope

Two details cause more delay than almost anything else: the registered address and the business scope.

Registered address. Every company needs a registered address in the jurisdiction where it is established. This is not merely a mailing address; authorities may require documentation showing the premises are suitable and properly leased. Some cities allow serviced offices or designated clusters, and some do not, and rules can differ by district. Check what your landlord can provide and whether the address is acceptable for your planned activity before signing a lease.

Business scope. The business scope describes what the company may do. It should be drafted in the standard wording local authorities expect and should match your actual plan. If your activity requires a licence or approval, the scope must reflect that and the approval must be obtained. Adding activities later is possible but may require a change registration.

Keep both items aligned with reality. A scope that is too vague can hold up bank account opening, while a scope that promises activities you cannot licence will create problems later.

06 · ChinaMNC

Banking, tax and visas

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

Banking. Opening a corporate renminbi account usually involves submitting the licence, seals, identity documents and address evidence, and banks apply their own onboarding and due diligence checks. Foreign currency accounts and foreign exchange registration are handled separately. Bring a clear explanation of your business model and expected flows, and expect the process to take longer than a simple form-filling exercise.

Tax. Register with the tax authority, confirm your taxpayer status and set up bookkeeping and invoicing. VAT, corporate income tax and withholding obligations can apply, and reporting is periodic. Engage a qualified accountant or tax adviser early; tax rules are detailed and change.

Visas and work permits. Foreign employees normally need a work permit and a corresponding residence permit. The employer must be properly registered and able to sponsor the application. Requirements depend on the role, qualifications and location. Do not assume a business visa substitutes for a work permit.

Also plan for annual reporting, social insurance where applicable, and any sector-specific filings.

07 · ChinaMNC

Common mistakes to avoid

Most problems we see are avoidable with a little preparation.

• Choosing the entity by habit. A WFOE is not automatically right; an RO or JV may fit better depending on your activity and partners.
• Ignoring the negative list. Check whether your sector is open to foreign investment and whether approvals apply before you incorporate.
• Underestimating the address. A lease that the authorities will not accept can stall the whole process.
• Vague business scope. Draft it in standard wording and match it to what you will actually do.
• Thin funding plans. Registered capital, source of funds and ongoing operating costs need a coherent story for banks and authorities.
• Treating compliance as optional. Bookkeeping, invoicing and annual filings are ongoing obligations, not one-off tasks.
• Assuming a visa is a formality. Work permits take time and depend on the employer's status.
• Skipping local advice. Rules are applied locally; a qualified adviser in your city is worth the cost.

None of this is a reason to avoid China. It is a reason to plan carefully and verify current requirements before committing.