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 three reasons: they want to sell to Chinese customers, they want to source or manufacture here, or they want engineering and operations talent close to their supply chain. Each reason points to a different entity and a different city, so it is worth being specific about your goal before you file anything.

China is not a single market. Consumer demand, hiring costs, supplier density and local government attitudes differ sharply between tier-one cities and manufacturing clusters. A company registered in one city can generally trade elsewhere, but tax registration, banking and staff social insurance are tied to where the entity is established.

Practical points founders should weigh early:

• Market access: some sectors restrict or cap foreign ownership, and the list changes over time.
• Capital: registered capital is a commitment, and contribution rules have tightened.
• Language: official filings and bank documents are in Chinese.
• Local presence: a legal representative and a registered address are normally required.

Do not assume that a Hong Kong company alone lets you operate on the mainland. It can hold the investment, but the operating entity is usually a mainland company.

02 · ChinaMNC

WFOE, joint venture or representative office

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

WFOE. A wholly foreign-owned limited liability company. It can invoice customers, hire staff, hold a bank account and repatriate profits, provided its business scope allows the activity. Most founders who intend to trade or deliver services choose this route. It requires registered capital, a legal representative and a compliant address.

JV. A company shared with a Chinese partner, typically through an equity joint venture. Useful where local knowledge, licenses, land or distribution matter, or where rules require a Chinese shareholder. The trade-off is governance: you negotiate board control, deadlock provisions, capital contributions, profit distribution and exit mechanics up front, because unwinding a JV later is slow and costly.

RO. A representative office cannot earn revenue directly. It is limited to liaison, market research and coordination for the parent. It suits a company testing the market before committing capital, but it still needs an address, a chief representative and filing compliance.

Ask three questions: will you invoice Chinese customers, will you employ staff locally, and does your sector cap foreign ownership? The answers usually decide the structure.

03 · ChinaMNC

The five-step registration process

Exact procedures vary by city and industry, but most foreign-invested company setups follow a similar sequence. Treat the steps as a map, not a fixed calendar.

• Step 1: Feasibility and structure. Confirm the sector is open to foreign investment, choose the city, decide between WFOE, JV or RO, and draft the business scope. Check whether your activity needs a pre-approval or a post-registration license.
• Step 2: Name and address. Reserve a company name through the local registration system and secure a registered address that the authorities will accept, with the lease or ownership documents ready.
• Step 3: Filing and licenses. Submit the establishment application with the articles of association, investor documents and appointment papers. Obtain the business license, then apply for any sector-specific permits your scope requires.
• Step 4: Seals, banking and tax. Have the company seals made, open the corporate bank account, complete tax registration and set up invoicing. Foreign exchange registration is normally handled alongside the bank account.
• Step 5: Staff and go-live. Register social insurance and housing fund accounts, arrange work permits and residence permits for foreign staff, and put bookkeeping and filing routines in place before your first invoice.

Each step depends on the one before it, so gaps in documents are the most common cause of delay.

04 · ChinaMNC

Documents you will typically be asked for

Document lists differ by city and by whether the investor is a company or an individual, but the core set is fairly consistent. Prepare clean, consistent copies and check notarisation and legalisation requirements with your local advisor before submission.

For a corporate investor:

• Certificate of incorporation and good-standing documents.
• Articles of association or equivalent constitutional documents.
• Board resolution authorising the investment and appointing the signatory.
• Passport copies of directors, the legal representative and the supervisor.
• Notarised and legalised or apostilled versions where required, often with Chinese translation.

For an individual investor: passport, proof of address, and a bank or professional reference in some cases.

For the company itself:

• Registered address lease or ownership certificate.
• Articles of association for the new entity.
• Appointment letters for the legal representative, directors, supervisor and general manager.
• Business scope wording and, where relevant, pre-approval documents.

Names must match exactly across every document. Inconsistent spelling, outdated certificates or missing translations are frequent causes of rejection and re-filing.

05 · ChinaMNC

Registered address and business scope

Two items cause more rework than almost anything else: the address and the business scope.

Registered address. The company must have a physical address accepted by the local registration authority. Many cities allow serviced or virtual office arrangements, but rules vary and some districts inspect the premises. The lease should be in the company's name or properly assigned, with the landlord's ownership documents available. If you plan to hire, check that the address can support staff registration and that fire and building use rules allow your activity. Changing address later is possible but involves re-filing and updating bank and tax records.

Business scope. This is the formal list of activities your company may conduct. Write it to cover what you actually do now, plus reasonable near-term additions, because activities outside the scope can complicate invoicing and licensing. Some activities require a permit before or after registration; others are open. Keep the wording standard and consistent with the national classification used by the registration system.

Founders often copy a scope from a similar company. That can work, but check that it matches your real revenue model, your invoicing needs and any sector restrictions. Align the scope with your bank's expectations as well, since banks review it when opening accounts.

06 · ChinaMNC

Banking, tax and visas in practice

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

Banking. Open a corporate renminbi account, and a foreign currency account if needed. Banks apply their own onboarding checks, so expect questions about shareholders, expected flows and the nature of your business. Bring the license, seals, identification and address documents. Approval is not automatic and can take time, so start early and keep your documents consistent.

Tax. Complete tax registration, confirm your taxpayer status, and set up invoicing. Foreign-invested companies are generally subject to corporate income tax, value-added tax and other levies depending on activity. Filing obligations are periodic, and annual reporting is required. Small teams often outsource bookkeeping to a local agency; choose one that explains filings in a language you understand. Keep records of cross-border payments and related-party arrangements.

Visas. Foreign employees need a work permit and a residence permit, usually after the company is established and able to sponsor them. Founders sometimes enter on a business visa while setting up, but that does not authorise local employment. Plan the sequence: company first, then work permit, then residence permit. Dependants require separate applications.

Build a compliance calendar covering tax filings, annual reports, social insurance and license renewals.

07 · ChinaMNC

Common mistakes to avoid

Most problems are predictable. Founders who plan for them save months.

• Choosing the city for the wrong reason. Registering where a friend has an address, rather than where your customers, suppliers or staff are, creates tax and operational friction later.
• Underestimating registered capital. Capital is a commitment with contribution deadlines. Set it to match real needs and licensing thresholds, not to impress.
• Vague business scope. A scope that does not match your revenue model can block invoicing or trigger licensing questions.
• Weak address documentation. Unclear leases or landlords without proper ownership papers stall registration and banking.
• Inconsistent documents. Mismatched names, missing translations or expired certificates cause repeated re-filing.
• Starting work before permits. Employing staff or earning revenue before the entity and permits are ready creates compliance exposure.
• Ignoring post-setup compliance. Tax filing, annual reporting and social insurance obligations begin immediately, even in a quiet first year.
• Treating a JV like a WFOE. Joint ventures need negotiated governance and exit terms from day one.

Get local legal and tax advice on your specific structure before signing leases or investment documents.