Register and run a company in mainland China, explained in plain English

01 · ChinaMNC

Why set up in mainland China

A mainland entity lets you contract with local customers and suppliers in your own name, invoice in renminbi, hire staff directly and hold a local bank account. For many foreign founders the driver is not market size in the abstract but a specific customer, distributor, manufacturing partner or team that expects a local counterparty.

It also changes what you can do. A local company can generally apply for the licences and permits needed for its stated business scope, register with the tax authorities, and import or export where the scope allows. A representative office, by contrast, is limited to liaison activities.

Weigh the commitment honestly. A mainland company brings ongoing obligations: bookkeeping, tax filings, annual reporting, payroll and social insurance for local staff, and a registered address you must maintain. Foreign investment rules also differ by industry, and some sectors restrict or prohibit foreign ownership.

Before choosing a city, confirm two things: that your industry appears on the negative list in a way that permits your planned ownership, and that the local authority in your chosen district accepts your business scope. City and district practice matters more than national generalities.

02 · ChinaMNC

WFOE, joint venture or representative office

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

• WFOE. A limited liability company owned entirely by your foreign company or by you personally. It can conduct the business activities listed in its scope, invoice customers, hire staff and remit profits subject to tax. Most founders who intend to trade, sell services or manufacture choose this route.
• Joint venture. A company shared with a Chinese or foreign partner. Required or useful in some restricted sectors, and often chosen for market access, licences or local know-how. The shareholder agreement, governance and exit mechanics deserve careful drafting, because disputes are harder to unwind than a wholly owned structure.
• Representative office. A liaison office that cannot earn revenue directly. Suitable for market research and coordination, not for signing sales contracts or employing staff in the normal way.

There is no universally correct answer. The choice follows your activity, your sector's foreign investment rules, whether you need a local partner, and how much control and administrative burden you can accept.

03 · ChinaMNC

The five-step registration process

Practice varies by city, but the sequence usually follows five stages.

• Step 1: Prepare and decide. Confirm your industry is open to foreign investment, pick the city and district, choose the entity type, and settle the registered capital, shareholders and legal representative. Reserve the company name through the local market regulation system.
• Step 2: Notarise and legalise founder documents. Your foreign company papers or personal identification normally need notarisation and legalisation, or an apostille where applicable, plus Chinese translations. Start early; this is the most common source of delay.
• Step 3: File for the business licence. Submit the establishment application with the articles of association, address proof and investor documents. On approval you receive the business licence, which carries the unified social credit code.
• Step 4: Post-licence registrations. Arrange company seals, the tax registration and invoicing setup, and social insurance and housing fund accounts if you will employ staff.
• Step 5: Open the bank account and begin compliance. Complete bank onboarding, then set up bookkeeping, filing calendars and annual reporting.

Ask the local authority or your adviser for the current checklist for your district; document requirements and processing channels change.

04 · ChinaMNC

Documents you will normally be asked for

Exact lists differ by city and entity type, but founders should expect to gather the following.

• Investor documents. Certificate of incorporation or equivalent for a corporate shareholder, or passport for an individual, notarised and legalised or apostilled as required, with Chinese translations.
• Identity and role documents. Passports for the legal representative, supervisors and executive officers, plus contact details and, in some cases, proof of address.
• Constitutional documents. Articles of association, and for a JV the joint venture contract and shareholder arrangements.
• Address evidence. A lease or sublease for the registered address, with the landlord's property certificate, or documents from an approved address provider.
• Application forms. Name reservation, establishment registration, and the business scope wording agreed with the local authority.
• Sector-specific approvals. Where your activity requires a pre-approval or licence, add those filings.

Keep signed originals consistent across every document: names, addresses and shareholding must match exactly. Inconsistent translations or mismatched signatures are a frequent cause of rejection and rework.

05 · ChinaMNC

Registered address and business scope

Your registered address is the legal home of the company and appears on the licence. It must be a genuine, usable address accepted by the local authority for your activity. Many founders use a serviced office or an address provider; confirm in advance that the district accepts that type of address for your industry, and that the provider can supply the lease and property documents. You must also be reachable there for official correspondence.

Business scope is the list of activities the company may undertake. It is written in standard Chinese phrasing, and the local authority may narrow or reword your proposal. Draft it around what you will actually do, including the activities that require a licence. A scope that is too narrow can block invoicing for a service you later add; one that is too broad can invite questions or extra approvals.

Changing the scope later is possible but means another registration filing. Think through your first two years of planned revenue, and check whether any item on your list sits behind a sector-specific permit. Where a licence is required, the company usually cannot start that activity until the permit is issued.

06 · ChinaMNC

Banking, tax and visas after registration

Once the licence is issued, the operational work begins.

• Bank account. Open the basic corporate renminbi account and, if needed, a foreign currency account. Banks apply their own onboarding and due diligence, so expect questions about shareholders, expected flows and business substance. Bring original documents and be prepared for the process to take time.
• Tax. Register with the tax authority, confirm your taxpayer status and invoicing setup, and agree a monthly and annual filing calendar. Corporate income tax, value-added tax and withholding on payments abroad are the usual areas to understand. Engage a local bookkeeper or accountant from the start.
• Visas and permits. Foreign staff normally need a work permit and a residence permit, and the company may need to be registered as an employer first. Founders should check the current rules for their nationality and role, and whether a Z visa is required before entry for work.
• Ongoing compliance. Annual reporting, statutory accounts, payroll and social insurance obligations continue every year. Missed filings create penalties and can complicate banking.

Rules and local practice change; verify current requirements with the authorities or a qualified adviser.

07 · ChinaMNC

Common mistakes to avoid

Most problems we see are avoidable with a little planning.

• Starting document legalisation too late. Notarisation, legalisation or apostille and translation take time. Begin before you need the file.
• Choosing a city for convenience only. Your industry, customers and hiring plans should drive the location, because district practice and available incentives differ.
• Writing a vague or over-broad business scope. Match the scope to real activities and to the permits you can obtain.
• Assuming the address is a formality. Confirm the district accepts your address type and that the landlord documents are complete.
• Underestimating banking due diligence. Prepare a clear explanation of ownership and expected transactions.
• Treating tax and payroll as an afterthought. Set up bookkeeping and filing routines immediately, not at year end.
• Copying another company's structure. Ownership, sector rules and licence needs are specific to your case.

None of this is unusual, but each item is easier to handle before the application than after it.