Założ i prowadź firmã w Chinach — practical guide for foreign founders

01 · ChinaMNC

Why China — and what to check before you commit

China is a large, competitive market with deep supply chains and a dense base of manufacturers, suppliers and service providers. For many foreign founders the attraction is not only selling into the market but also sourcing, assembling or coordinating production. Others come for talent in engineering, software or operations, or to be closer to customers who already buy from them.

Before you register anything, test the commercial logic:

• Customer demand. Who buys, at what price, and through which channel? Local competitors are usually numerous and fast.
• Operational fit. Does your product or service require local licences, physical premises or Chinese-language staff?
• Capital and cash flow. Plan for registered capital, office costs, payroll and the time between setup and first revenue.
• Ownership and control. Decide how much control you need and whether a local partner genuinely adds value.
• Compliance capacity. You will need bookkeeping, tax filing and someone accountable for deadlines.

Registration itself is usually the easier part. The harder questions are market entry, hiring, cash management and staying compliant after the licence is issued.

02 · ChinaMNC

WFOE, joint venture or representative office

Foreign founders in mainland China generally choose between a wholly foreign-owned enterprise (WFOE), a joint venture (JV) and a representative office (RO). Each has a different purpose, and the right choice depends on what you actually need to do.

• WFOE. A limited liability company owned by foreign investors. It can conduct the business activities listed in its scope, hire staff directly, invoice customers and hold a bank account. This is the most common structure for founders who want to trade, produce or provide services.
• Joint venture. A company shared with one or more Chinese or foreign partners. A JV can bring local relationships, licences or distribution, but it also brings governance questions: board control, deadlock, exit rights and profit distribution. Draft the JV contract carefully.
• Representative office. A liaison office that cannot earn revenue directly. It suits market research, supplier coordination or brand presence, not sales invoicing.

Some activities are restricted or require specific approvals. Confirm your planned business scope and any sector rules for your chosen city before you file.

03 · ChinaMNC

The five-step registration process

Exact procedures differ by city, but most foreign-invested company setups follow a recognisable sequence. Treat the steps below as a planning framework rather than a fixed timetable.

• Step 1 — Name and scope check. Prepare several candidate company names and a clear description of intended activities. Confirm the scope wording and any sector-specific requirements with a local professional.
• Step 2 — Prepare investor documents. Foreign corporate investors usually provide incorporation certificates, constitutional documents and board resolutions, often notarised and legalised or apostilled, with Chinese translations as required. Individual investors provide passports.
• Step 3 — Address and lease. Secure a registered address acceptable to the local authority. Keep the lease, property certificate and landlord documents consistent with the filing.
• Step 4 — File and obtain the licence. Submit the establishment filing and application through the local market regulation system. Once approved, the business licence is issued and seals are carved.
• Step 5 — Post-licence setup. Open bank accounts, complete tax registration, set up invoicing, register staff for social insurance and arrange work permits and residence permits for foreign employees.

Budget time for document legalisation, translations and bank onboarding; these often take longer than the filing itself.

04 · ChinaMNC

Documents you will likely be asked for

Requirements vary by city, entity type and investor profile, but the following list covers what foreign founders are commonly asked to prepare. Gather originals early and keep scans consistent.

• Investor identity. Passport copies for individual investors; incorporation certificate, articles and register of directors or shareholders for corporate investors.
• Proof of address. Utility bill, bank statement or similar document showing the investor's address, often recent and translated.
• Notarisation and legalisation. Corporate documents are frequently notarised and then legalised or apostilled depending on the jurisdiction, with Chinese translations.
• Company documents. Proposed Chinese name, registered address, business scope, articles of association, capital and contribution schedule, and appointment of legal representative, supervisor and directors.
• Premises documents. Lease agreement, property ownership certificate and landlord identification.
• Bank and tax forms. Account opening forms, authorised signatory details and tax registration information.

Ask the local authority or your adviser for the current checklist. Missing or inconsistent documents are a common cause of delay.

05 · ChinaMNC

Registered address and business scope

Two filings cause disproportionate trouble for new founders: the registered address and the business scope.

Registered address. The company must have an address accepted by the local authority. In practice this may be a leased office, a co-working space or an address provided by an approved service provider, depending on city rules. The lease, the property certificate and the landlord's details must match the filing. Address rules can change, and some districts are stricter than others. A mismatch between where you say you operate and where you are registered can trigger questions later.

Business scope. The scope lists the activities the company may conduct. Write it to match your real business, using the local standard wording where required. Some activities need additional approvals or licences, and some are restricted to particular entity types. A scope that is too narrow can block invoicing for a service you actually sell; a scope that is too broad can invite scrutiny. Review the scope before signing customer contracts and update it if the business changes.

Keep both filings aligned with your lease, invoices and tax records.

06 · ChinaMNC

Banking, tax and visas after registration

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

Banking. Open a basic corporate account and, where needed, a foreign currency account. Banks apply their own onboarding checks, so expect questions about ownership, business activity and expected transactions. Keep shareholder and director information consistent with the registration file.

Tax. Complete tax registration and confirm your invoicing setup. Understand the taxes that apply to your activities, how invoices are issued and what periodic filings are due. Bookkeeping and filing deadlines are not optional; many founders engage a local accounting firm. Cross-border payments and related-party arrangements deserve professional advice.

Visas. Foreign employees generally need a work permit and a residence permit, and the process usually involves the employer as sponsor. Requirements depend on the role, qualifications and city. Plan visa timing alongside hiring, and keep passport, permit and employment records current.

Assign one person internal responsibility for bank, tax and immigration deadlines, even if advisers handle the filings.

07 · ChinaMNC

Common mistakes to avoid

Most problems are avoidable with preparation. These are the mistakes foreign founders most often make.

• Choosing a structure before defining the business. Decide what you will sell, to whom and how before picking a WFOE, JV or RO.
• Underestimating document formalities. Notarisation, legalisation or apostille and translation take time. Start early.
• Mismatched address documents. Lease, property certificate and landlord details should agree with the filing.
• Copy-pasting business scope. Use wording that fits your actual activities and any licensing requirements.
• Ignoring post-licence compliance. Tax filings, invoicing and social insurance obligations begin quickly.
• Treating a JV like a simple partnership. Governance, deadlock and exit terms need careful drafting.
• Assuming rules are uniform. Practice differs by city and district, and rules change.

Use a qualified local lawyer or adviser for your specific case, and keep your own record of what was filed and when.