Register and Run Your Company in Mainland China

01 · ChinaMNC

Why China, and why structure matters first

Mainland China remains one of the largest single markets for manufactured goods, consumer products and business services, and many foreign founders arrive because their customers, suppliers or investors are already there. Operating locally can make it easier to contract with domestic partners, hire staff under local employment rules, issue local invoices and hold a local bank account.

The important point for a founder is that market entry is not only a commercial decision. Your choice of entity, business scope and registered address determines what you are legally permitted to do, how profits can be moved, and what ongoing compliance you owe. A structure that suits a trading company may be poorly suited to a software or consulting business, and vice versa.

• Clarify the activities you will actually perform in China, not the ones you plan for later.
• Check whether your industry appears on the negative list for foreign investment, and in which category.
• Decide who holds equity, where capital comes from, and how future financing might work.
• Talk to a local accountant and lawyer before signing a lease or committing to a city.

Getting this framing right early usually costs less than restructuring later.

02 · ChinaMNC

WFOE, joint venture or representative office

Three structures come up most often for foreign founders, and each fits a different purpose.

Wholly foreign-owned enterprise (WFOE) is a limited liability company owned entirely by foreign investors. It is the usual choice when you want to conduct revenue-generating business, hire employees and control management directly. Because it is a full company, it carries the full set of registration, accounting, tax and reporting obligations.

Joint venture (JV) involves one or more Chinese partners alongside the foreign investor, typically in a limited liability company. A JV can help where local licences, land, distribution or government relationships matter, but it also means shared control, negotiated governance and careful drafting of shareholder arrangements. Equity splits, board composition and exit mechanics deserve early legal attention.

Representative office (RO) is a liaison presence rather than a profit-making entity. It is generally used for market research, coordination and contact, and it cannot directly earn revenue. Its scope and permitted activities should be confirmed with the authorities, because they are narrower than those of a company.

• Choose a WFOE when you need direct control and local revenue.
• Consider a JV when a local partner brings assets, licences or access you cannot obtain alone.
• Use an RO only for genuine liaison work, not as a disguised trading operation.

03 · ChinaMNC

The five-step registration process

The sequence below reflects the usual path for a foreign-invested company. Exact steps, portals and processing times differ by city, district and industry, and some sectors require pre-approval before company registration.

Step 1 — Feasibility and category check. Confirm your planned activities against the negative list for foreign investment and any sector-specific licensing. Identify whether you need a pre-approval, a special licence or a filing.

Step 2 — Name and registered address. Reserve a company name and secure a registered address acceptable to the local registration authority. The address must be a real, documented location; virtual or shared arrangements are only workable where the local rules permit them.

Step 3 — Prepare and submit incorporation documents. This typically includes the articles of association, investor documents, appointment of legal representative and directors, and the business scope. Documents from abroad often need notarisation, apostille or consular legalisation and Chinese translation.

Step 4 — Obtain the business licence and complete filings. After approval, the company receives its business licence and completes follow-on registrations, including the company seal set, tax registration and, where required, foreign exchange and customs filings.

Step 5 — Open accounts and begin operations. Open the bank accounts, register with the tax authority, arrange invoicing systems, sign the lease and register employees. Only then should you begin trading or hiring at scale.

• Keep investor documents consistent across every filing.
• Do not sign a long lease before confirming the address is acceptable.
• Budget time for translation, notarisation and bank onboarding.

04 · ChinaMNC

Documents foreign founders usually need

Document requirements are set by the local registration authority and the banks, and they can change. The list below covers what is commonly requested for a foreign-invested company; treat it as a checklist to verify locally, not a guarantee.

• Investor identity documents: passport for individuals; certificate of incorporation, constitutional documents and director/shareholder records for corporate investors.
• Proof of the investor's registered address and, where relevant, good-standing evidence.
• Notarisation, apostille or consular legalisation of foreign documents, plus Chinese translations, in the form the local authority accepts.
• Articles of association and the application form, signed by the legal representative or authorised signatory.
• Appointment documents for the legal representative, directors, supervisor and, where appointed, the general manager.
• Registered address evidence: lease or ownership certificate and the landlord's supporting documents, as required locally.
• Business scope wording aligned with the local catalogue and any required licences.
• Capital and funding information consistent with the articles and the foreign exchange filings.

Practical tips: use one consistent spelling of names and addresses across all documents; keep originals and scans of everything submitted; and confirm signature and chop requirements in advance. Banks often ask for additional material during account opening, including information on the ultimate beneficial owners and the expected business activity.

05 · ChinaMNC

Registered address, business scope and what they control

Two items on the registration form quietly shape daily operations: the registered address and the business scope.

Registered address. This is the company's official location of record. It must exist, be documented and be accepted by the registration authority and, in practice, by the tax authority and bank. Some districts allow shared or incubator addresses under specific conditions; others require a conventional office. Your address affects which district authority supervises you, where tax matters are handled and whether certain licences can be issued. A lease should be reviewed for registration suitability, term and exit rights before signature.

Business scope. This describes permitted activities and is written using the local catalogue's standard wording. It matters because it frames what you may invoice for, what licences you need and how banks and tax officials view your activity. A scope that is too narrow can block legitimate work; one that is too broad can invite questions or require additional approvals. Some activities require a licence obtained after incorporation, so the company cannot lawfully start that activity until the licence is issued.

• Match the scope to actual revenue activities first, then add realistic near-term items.
• Confirm whether your activities need a pre-approval or a post-registration licence.
• Check that the address can support the licences and staffing you plan.
• Review both items again before expanding into new services or locations.

06 · ChinaMNC

Banking, tax and visas after incorporation

Incorporation is the starting line. The operational setup that follows is where many founders lose time.

Banking. You will usually need a basic RMB account and, if you receive foreign capital or trade internationally, a foreign currency or capital account. Banks conduct customer due diligence, so expect questions about ownership, expected transactions and source of funds. Prepare clear explanations, consistent documents and local-language materials. Relationship banking matters: a named contact who understands your business reduces friction later.

Tax. Register with the tax authority, confirm your taxpayer status and understand invoice issuance, monthly or quarterly filing and annual obligations. VAT, corporate income tax and withholding obligations on payments abroad are common topics; the right treatment depends on your activity. Many founders appoint a local bookkeeping firm from day one rather than reconstructing records later.

Visas and work permits. Foreign staff generally need a work permit and a residence permit linked to local employment. Founders sometimes hold a different status depending on their role and city. Requirements, categories and documents vary, so confirm the current rules with the local exit-entry administration and your employer-of-record arrangements before travel.

• Open accounts early; onboarding can take longer than expected.
• Keep bank, tax and accounting records aligned from the first transaction.
• Do not let staff work before permits are in place.

07 · ChinaMNC

Common mistakes foreign founders make

Most problems we see are avoidable with a little discipline before signing anything.

Treating the business scope as a formality. Founders often copy a template scope, then discover they cannot invoice for their main service or need a licence they did not plan for. Write the scope around real activities and check licensing.

Signing a lease before confirming address acceptance. Landlords are keen to close, but not every property supports company registration or the licences you need. Verify first.

Assuming a representative office can trade. An RO is a liaison presence. Using one to earn revenue creates compliance risk.

Underestimating document formalities. Inconsistent names, missing apostilles, untranslated certificates and unclear beneficial ownership slow every step, including bank onboarding.

Ignoring post-setup compliance. Filing deadlines, invoice rules and annual reporting obligations continue whether or not the business is busy. A local accountant is usually cheaper than remediation.

Rushing the joint venture conversation. Governance, capital contributions, deadlock and exit deserve written agreement before registration, not after.

• Verify requirements locally before committing capital or signing contracts.
• Keep one master document set and reuse it consistently.
• Build a compliance calendar at incorporation, not at year end.