Register and operate a company in mainland China

01 · ChinaMNC

Why China, and why now

China is not a single market. It is a set of regional economies with different customers, supply chains and local practices. For a foreign founder, the case for a mainland entity is usually one of three things: you want to sell directly to Chinese customers and invoice in RMB, you want to sit closer to manufacturing or sourcing partners, or you want a local team that can hire, contract and operate without routing everything through an offshore parent.

A mainland company also changes how you are perceived. Local customers, suppliers and platforms often prefer to contract with a Chinese legal entity, and some licensing, payment and e-commerce arrangements assume one. That said, a mainland presence brings ongoing obligations: bookkeeping, tax filings, statutory reporting and a registered address. It is a commitment, not a mailbox.

Before you commit, be honest about your stage. If you are still testing demand, a lighter arrangement may be enough. If you already have Chinese revenue, partners or staff in view, the structure decision becomes urgent. The rest of this page assumes you are seriously considering a mainland entity and want to understand what that involves.

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 limited liability company owned entirely by foreign shareholders. It can conduct approved business activities, hire staff, invoice customers and hold assets. It requires registered capital, a registered address and a proper business scope. Most operating founders end up here.
• Joint venture: a company shared with a Chinese partner. Useful when local licences, distribution, land or relationships are essential, but governance, profit sharing and exit terms need careful drafting. Misaligned incentives are the classic failure mode.
• Representative office: a liaison office that cannot earn revenue directly. It suits market research and coordination, not sales. It is simpler but limited, and it still carries filing and staffing obligations.

Choose based on what the entity must legally do, not on which setup sounds cheapest. Changing structure later is possible but disruptive.

03 · ChinaMNC

The five-step registration process

Registration is a sequence, and each step depends on the one before it. The exact requirements vary by city and by business scope, so treat this as the shape of the process rather than a fixed calendar.

• Step 1 — Decide city, structure and scope. Confirm what the company will actually do, who owns it, and where it will be registered. Some activities need pre-approval or a specific licence.
• Step 2 — Reserve the name and prepare incorporation documents. Articles, shareholder resolutions, identity and corporate documents, often notarised and legalised, plus Chinese translations.
• Step 3 — File with the market regulator. Submit the application for the business licence, including registered address, capital and scope. This is the core approval.
• Step 4 — Complete post-licence registrations. Company seal, tax registration, foreign exchange registration and social insurance set-up, depending on the city.
• Step 5 — Open bank accounts and start operating. Capital account and basic account, then bookkeeping, invoicing and filings from day one.

Expect document iterations. Plan for the sequence, not a promise of speed.

04 · ChinaMNC

Documents you will be asked for

Document requirements are where most delays originate, especially for foreign shareholders. Prepare clean, consistent paperwork early.

• Shareholder documents: certificate of incorporation, constitutional documents and proof of address for corporate shareholders; passport copies for individuals.
• Notarisation and legalisation: foreign documents usually need notarisation and consular legalisation, or an equivalent process where applicable, plus Chinese translation.
• Ownership and control information: a clear picture of ultimate beneficial owners, often requested by banks as well as registrars.
• Registered address proof: a lease or hosting agreement for the registered office, in the form the local authority accepts.
• Incorporation filings: proposed name, articles of association, capital and contribution schedule, business scope, and appointment of legal representative and supervisors.
• Bank onboarding pack: business licence, seals, identification, and explanations of expected transactions and source of funds.

Names and dates must match across every document. Small inconsistencies trigger re-submission.

05 · ChinaMNC

Registered address and business scope

Two details quietly shape what your company can do: where it is registered and what its business scope says.

Registered address. The company must have a registered office in the jurisdiction where it files. Some cities allow serviced or hosted addresses; others require a real leased space, and certain activities require inspection of the premises. The address affects which authority handles your filings and can affect access to local incentives. It is also where official correspondence arrives, so it must be reliable.

Business scope. This is the written description of permitted activities. Write it to match your real operations, including planned ones you can justify. Too narrow and you may be unable to invoice for a service you actually provide; too broad and you may trigger licence questions or bank scrutiny. Some activities sit on restricted or negative lists and need approval, and some require a specific permit before you can trade.

Review both together with your adviser before filing. Changing scope later is possible but usually means another registration step and, sometimes, a bank update.

06 · ChinaMNC

Banking, tax and visas

Once the licence is issued, the operational basics begin.

Banking. You will typically need a capital account for shareholder contributions and a basic account for daily operations. Bank onboarding has become more thorough: expect questions on ownership, expected transaction flows and source of funds. Prepare clear answers and consistent documents. Online banking and payment integrations are usually set up after account opening.

Tax. Register with the tax authority, confirm your taxpayer status and understand invoicing rules. China uses a formal invoice system, and your bookkeeping must support it. Recurring obligations include periodic tax filings and annual reporting. Many founders engage a local bookkeeping firm from month one rather than reconstructing records later.

Visas and permits. Foreign staff need the right visa and work permit; the company must be able to sponsor them. The legal representative and expatriate employees should plan documentation and timing carefully. Rules and processing vary by city, so confirm current requirements locally.

Treat these as ongoing operations, not one-time setup tasks.

07 · ChinaMNC

Common mistakes foreign founders make

Most problems are predictable, and most are avoidable with a little discipline.

• Choosing structure by hearsay. Picking a WFOE, JV or RO before defining what the entity must legally do.
• Underestimating documents. Starting notarisation and legalisation late, or submitting names that do not match across papers.
• Ignoring the address. Using an address that cannot receive official mail or does not satisfy local requirements.
• Writing a vague business scope. Then discovering you cannot invoice for a core service, or facing licence questions.
• Treating banking as a formality. Arriving without a clear explanation of ownership and expected transactions.
• Delaying bookkeeping. Letting invoices and filings pile up instead of setting up a monthly routine.
• Forgetting people. Assuming foreign staff can work before visas and permits are in place.
• No local adviser. Relying on translated templates instead of current city-specific practice.

None of these is exotic. They are simply easier to prevent than to fix.