Setting up a company in China as a foreign founder
WFOE · Joint venture · Representative office
A China company is what lets a foreign founder invoice Chinese customers, employ staff, hold RMB and apply for work permits. The registration itself is not the hard part: the delays come from document authentication, the registered address and the business scope. This page sets out the sequence, the documents and the decisions that determine how long it takes.
- Entity types
- WFOE, joint venture, representative office
- Business licence
- Typically 2–4 weeks after a complete document set
- Registered capital
- No statutory minimum in most sectors
- Paid-in period
- Within five years of establishment
- Corporate income tax
- 25%; effective 5% for small low-profit companies
- Annual compliance
- Annual report, audit where required, monthly or quarterly tax filings
Timelines assume complete, correctly authenticated documents and a straightforward business scope. Sector approvals, special licences and bank onboarding sit outside the registration clock and vary by city.
When a China entity is the right answer
A China company — most often a wholly foreign-owned enterprise (WFOE) — gives the business an independent legal personality in China. It can sign contracts, issue fapiao, employ staff directly, hold RMB, apply for import-export rights and sponsor work permits for foreign staff. Those capabilities are the reason to incorporate.
Incorporation is not always the first step. If the China activity is liaison only — sourcing, quality inspection, supplier coordination, market research with no local revenue — a representative office may fit, and a distributor or agent may cover an early market test without any entity at all. The decision should follow the activity, not the ambition.
Choosing the structure
| Structure | Can invoice and hire | Capital | Typical timeline | Fits |
|---|---|---|---|---|
| WFOE | Yes, directly | Subscribed; no minimum in most sectors | 2–4 weeks for the licence | A China business with local revenue |
| Joint venture | Yes, with shared governance | Negotiated between the partners | 3–6 months including approvals | A sector that requires a Chinese partner |
| Representative office | No; liaison only | None | 3–6 weeks | Sourcing, quality control and liaison |
A representative office cannot issue fapiao, import or export in its own name, or receive payment from Chinese customers, and it cannot be converted into a company later.
Registration sequence
Name and scope check
The proposed Chinese name is checked for conflicts, and the business scope is drafted from the industry catalogue. Regulated activities need a licence or approval before the scope can be used.
Address and lease
A registered address is required. The lease, the landlord’s property certificate and, in some districts, a filing receipt are part of the package.
Constitutional documents
Articles of association, the shareholder resolution, the legal representative appointment and the capital contribution schedule are prepared and signed.
Market regulation filing
The application is submitted through the local one-stop registration system. Once approved, the business licence is issued and the company chops are carved.
Bank, tax and foreign exchange
The basic RMB account is opened, tax registration and invoicing set-up follow, and foreign-currency capital contribution is registered with the foreign exchange authority.
Employment registrations
Social insurance and housing fund accounts are opened before the first payroll, and the employer’s work-permit account is prepared if foreign staff will be hired.
Documents and authentication
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Parent company documents — Certificate of incorporation, articles and the shareholder register, apostilled or consular-legalised and translated into Chinese.
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Identity documents — Passports of the shareholders, legal representative, supervisors and the authorised signatory, with the signature specimen the registry expects.
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Ownership chain — The ultimate beneficial owner structure, drawn to the natural persons at the top, with supporting documents for each layer.
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Registered address — Lease, property certificate and the landlord’s consent to registration, matching the address used in the application.
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Capital schedule — The subscribed amount and the contribution timetable, which from 1 May 2026 is recorded on the registration form itself.
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Sector documents — Licences, approvals or partner agreements where the business scope touches a restricted or regulated activity.
Authentication is usually the longest lead item. Start apostille or consular legalisation before anything else, and check that names and addresses match across every document.
Capital, tax and banking
Registered capital is a promise, not a formality. The amount is subscribed in the articles and must be paid in within five years of establishment under the Company Law that took effect in July 2024. From 1 May 2026, market regulation registration forms record the contribution schedule, and companies whose existing schedules exceed the limit must adjust them by 30 June 2027. Size the figure against first-year operating costs and a credible funding plan rather than a perceived credibility threshold.
Corporate income tax is 25%, with an effective 5% rate on the first RMB 3 million of taxable income for qualifying small low-profit companies through the end of 2027. VAT, payroll taxes and social insurance follow once the company invoices and employs. Banking is a separate process with its own KYC review: the account is opened after the licence and chops are issued, and the bank will ask for the business rationale, the ownership chain and evidence of the expected transactions.
Why registrations slip
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Scope drafted too broadly — A scope that implies a regulated activity without the licence is rejected or delayed; a narrow, accurate scope can be expanded later.
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Address that cannot be registered — Residential addresses, short-term serviced offices and some incubator addresses are refused in certain districts. Confirm the address can host a company before signing the lease.
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Ownership chain gaps — Layers held through trusts, funds or nominee arrangements need a clear explanation and documents, or the UBO review stalls.
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Name and translation mismatch — The Chinese name, the English name on the parent documents and the passport names must be consistent across the file.
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Bank onboarding — Registration can finish while the bank account takes weeks longer. Plan the first payment and payroll around the bank, not the licence.
After registration
The company must file an annual report, keep statutory books, file monthly or quarterly tax returns and complete an audit where the law or the shareholder structure requires one. Equity changes, capital reductions, scope changes and deregistration are separate filings with their own document sets.
Foreign founders and executives who will work in China also need a work permit and a work-type residence permit; the company is the sponsoring employer, and its tax and social-insurance records are part of the file. The [work permit service](/en/china/work-permit/) covers that sequence.
Frequently asked questions
How long does it take to register a China company?
The business licence typically takes two to four weeks once the documents are complete. A company that can actually operate — bank account opened, tax registration and invoicing set up, chops and foreign-exchange registration done — usually takes six to ten weeks. Document authentication and bank KYC are the two items that most often extend that.
Is there a minimum registered capital?
No statutory minimum applies in most sectors. Sector rules, licence applications and some local incentives do set minimums, and the subscribed amount must be paid in within five years under the Company Law. The figure should match the business plan and the first years of operating costs.
Do I have to travel to China to register the company?
Registration itself can usually be completed remotely with authenticated documents and signed forms. Banking is the exception: many banks require the legal representative or an authorised signatory to attend in person, though some now accept a video interview. Confirm the bank’s requirement before booking travel.
Can a foreigner be the legal representative?
Yes. A foreign national can hold the position, and residence in China is not a formal requirement, though practical matters such as bank attendance, tax appointments and signing authority make a locally present representative easier. The legal representative carries statutory compliance duties, so the role should be assigned deliberately.
Can the company sponsor my work visa?
Yes, once the company holds a business licence and has completed tax and social-insurance registration. The employer files a Foreign Work Permit Notification, the employee applies for a Z visa abroad, and the work-type residence permit follows after entry. Shareholders and executives are assessed on the same category criteria as other employees.
What happens if I stop using the company?
It has to be maintained or deregistered. Letting it go dormant creates tax filings in arrears, possible abnormal-operation listing and personal consequences for the legal representative. Deregistration is a separate process with its own filings, and it is not automatic.
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Last updated: 2026-11-10