Register and run your company in mainland China

01 · ChinaMNC

Why founders look at mainland China

Founders usually come to mainland China for one of a few reasons: they want to sell to Chinese customers, source or manufacture here, hire local talent, or be close to partners and suppliers. A local legal entity can make those activities easier, because it lets you sign contracts, invoice in renminbi, employ staff and hold a bank account in your own name.

That said, mainland China is not a single market. Cities differ in cost, talent, regulation and pace of business. Consumer behaviour, distribution and payment habits can look quite different from your home market. Founders often spend time on the ground before committing, and they usually keep their initial structure simple.

It also helps to be clear about what a Chinese entity does and does not give you. It does not automatically grant you market access in every sector; some industries restrict or cap foreign investment. It does not remove the need for local accounting and tax compliance. And it does not replace a real commercial plan. Treat registration as one step in market entry, not the goal itself.

02 · ChinaMNC

Choosing a structure: WFOE, joint venture or representative office

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

• WFOE: a limited liability company owned entirely by the foreign investor. It can usually carry out the business activities listed in its approved scope, employ staff and invoice customers. This is often the default choice for founders who want control.
• Joint venture: a company shared with a Chinese or foreign partner. A JV can bring local relationships, licences or distribution, but it also means shared control, shared profit and a shareholder agreement that must be drafted carefully.
• Representative office: a liaison office that cannot normally earn revenue directly. An RO suits market research or coordination, not selling.

Which fits depends on your activity, sector and appetite for control. Some restricted sectors require a Chinese partner or cap foreign ownership. Check the current negative list for your industry before you decide.

03 · ChinaMNC

The registration process in five steps

Registration is generally a sequence, and later steps depend on earlier ones. A typical path looks like this:

• Step 1 — Plan and check eligibility. Confirm your business activity, your city, and whether foreign investment is permitted or restricted in your sector. Decide on entity type and draft a commercial plan.
• Step 2 — Approve the company name. Submit proposed Chinese names to the market regulator for checking and reservation.
• Step 3 — Prepare and file documents. Articles of association, investor documents, legal representative details, address proof and scope are filed with the market supervision administration.
• Step 4 — Complete post-registration formalities. Obtain the business licence, then arrange the company seal set, bank account, tax registration and any sector-specific licences.
• Step 5 — Staff and operate. Register employees for social insurance, set up bookkeeping, and arrange work permits and residence permits for foreign staff.

Each step has its own requirements, and city offices may ask for different supporting papers. Expect iterations rather than a single pass.

04 · ChinaMNC

Documents you will likely need

Document requirements vary by city and entity type, but foreign founders should expect to prepare and legalise the following:

• Investor documents: certificate of incorporation or equivalent for a corporate investor, or passport for an individual investor. These are often notarised and legalised, or apostilled where applicable, and may need Chinese translation.
• Company name options: several proposed Chinese names in order of preference.
• Articles of association: the company's constitutional document, covering ownership, governance, capital and profit distribution.
• Legal representative and directors: identity documents and appointment details. The legal representative carries legal responsibility, so choose carefully.
• Registered address proof: a lease or address agreement accepted by the local authority.
• Business scope wording: drawn from the standard catalogue used by the regulator.
• Capital and funding details: subscribed capital, currency and contribution schedule.

Keep originals and translations consistent. Small mismatches in names or addresses are a common cause of delay.

05 · ChinaMNC

Registered address, business scope and capital

Your registered address is the official location of the company. It must be a real address accepted by the local market regulator, and in many cities it must be commercial or otherwise approved for company registration. A virtual or shared address may be accepted in some places and not others, so check before you sign a lease. The address affects which local office handles your filing and which tax authority you deal with.

Business scope is the list of activities your company is permitted to carry out, written in standard regulatory language. Keep it focused on what you actually plan to do, and add related activities you reasonably expect. Some activities require a separate licence before you can start; others are simply listed. Operating outside your scope can create problems later.

Registered capital is the amount shareholders commit to contribute. It is not the same as money you must deposit on day one, but it is a real commitment with a contribution schedule. Set it at a level you can genuinely fund, because it affects liability and credibility with banks and partners.

06 · ChinaMNC

Banking, tax and visas

After registration, most founders work through three operational tracks in parallel.

• Banking: open a corporate renminbi account and, where needed, a foreign currency account. Banks apply their own onboarding and due diligence, and they may ask about ownership, business activity and expected flows. Prepare clean, consistent documentation.
• Tax: register with the tax authority, confirm your taxpayer status, and set up bookkeeping and invoicing. Mainland China uses a system of invoices (fapiao) that customers expect. Work with a local accountant from the start; tax rules and filing deadlines are detailed and change.
• Visas: foreign staff generally need a work permit and a residence permit, and the process usually involves the employer as sponsor. Founders should confirm their own immigration route before travelling, as eligibility depends on role, qualifications and local rules.

None of these tracks is instant. Build them into your launch plan rather than treating them as afterthoughts.

07 · ChinaMNC

Common mistakes to avoid

Most problems foreign founders hit are avoidable with a little planning.

• Choosing structure by habit. A WFOE is not automatically right for a restricted sector, and a JV is not automatically faster. Match the structure to your activity and control needs.
• Underestimating documents. Legalisation, translation and consistency take time. Start early and use the exact names that appear on your investor documents.
• Treating the registered address as a formality. A rejected or unsuitable address can stall the whole filing.
• Writing an over-broad or vague business scope. Both can cause friction with regulators, banks and tax offices.
• Setting capital you cannot fund. Registered capital is a commitment, not a marketing number.
• Ignoring tax and invoicing. Customers expect fapiao, and late filings carry consequences.
• Assuming one city represents all of China. Rules and practice differ locally, so test your assumptions in the city where you will operate.

Get local advice on the points that carry legal or financial risk.