Company Incorporation Guide
China company registration for foreign owners
Applicable country/region: CN - Chinese Mainland
Published: Updated:
- Written by our advisory team
- Chinese Mainland rules and requirements
- Checked against official sources
Guide overview
What you decide, and in what order
China company registration, for a foreign investor, means registering a limited liability company under the Company Law with the local Administration for Market Regulation (AMR), formerly the Administration for Industry and Commerce. Held entirely by foreign investors, such a company is known as a wholly foreign-owned enterprise (WFOE). In mainland China the process turns on a few decisions. You pick the vehicle and check whether your business needs a Chinese partner. The owner's papers are normally authenticated at home before a registry accepts them. The company needs officers, an address and a capital commitment from day one. Then come the first tax duties, the steps that follow the license, and what recurs each year.
COMPANY TYPES
WFOE, joint venture or representative office
WFOE describes ownership, not a type of legal entity. Since the Foreign Investment Law took effect on 1 January 2020, a foreign-owned company in China takes its form from the Company Law, so the registry records a limited liability company (有限责任公司). Your business scope decides where you stand: outside the Negative List, foreign investment is treated like domestic investment and needs no Chinese partner. A joint venture is required only where a list item demands one, and no partner opens a prohibited field. A representative office cannot trade for profit, and only a company limited by shares (股份有限公司) can offer shares to the public. The trade-off is full control and a simpler file against access to a restricted sector.
Reading the company types
Rows cover ownership, shareholder and director rules, capital and notes for each company type.
Chinese Mainland WFOE Basic Information
Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative
Chinese Mainland WFOE Registered Capital Requirement
Minimum Registered Capital Requirement:
1. Starting from 1 RMB;
2. No general minimum; a law, an administrative regulation or a State Council decision may set one for a particular sector.
2. No general minimum; a law, an administrative regulation or a State Council decision may set one for a particular sector.
Capital Injection Not Required:
Negative
Capital Injection Requirement:
Need to be paid in 3 years.
REQUIRED DOCUMENTS
Why foreign papers are authenticated before filing
A Chinese registry cannot look up a foreign company or passport, so the owner's proof of existence or identity is notarized at home, unless an individual shows the passport in China. Since the Apostille Convention took effect for China on 7 November 2023, notarized documents from another contracting state need only its apostille, and consular legalization covers the rest. Hong Kong, Macao and Taiwan have their own routes. Foreign-language papers need a Chinese translation. Registration is real-name, so everyone named is identity-checked. Corporate shareholders are traced to beneficial owners, and the foreign investment information report names the investor's actual controller. The registry acts on a complete file within 3 working days, extendable by 3, so the calendar is set abroad.
Reading the documents
Rows are document types grouped by who provides them; each entry ends with its process and format.
Natural Person Shareholders & Directors's Required Documents
China Company Registration (WFOE) (Shanghai)China Company Registration (WFOE) (Wuhan)China Company Registration (WFOE) (Nanjing)Passport:
Shareholder, legal representative, and supervisor's original passports/IDs should be sent by post; and should be apostilled and translated into Chinese.
Process: ApostilleFormat: Physical Copy
Passport:
Shareholders, legal representatives, and supervisor's original passports.
Process: ApostilleFormat: Physical Copy
Passport:
Prospective Legal Representative, Shareholder, and Supervisor's Chinese ID Card or foreign passport.
Process: Not ApplicableFormat: Scan Copy
Power of Attorney:
Power of Attorney (provided by Yi Zi), apostilled, and translated into Chinese.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney. Requires Apostille plus official Chinese translation.
Process: ApostilleFormat: Scan Copy
Legal Entity Shareholders's Required Documents
China Company Registration (WFOE) (Shanghai)China Company Registration (WFOE) (Wuhan)China Company Registration (WFOE) (Nanjing)Proof Of Registration / Business License:
The business license of the holding company; doing Apostille and Chinese translation.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
The business license of the holding company; Requires Apostille and Official Chinese Translation.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
Needs to be sworn translated to Chinese by a certified agency in China.
Process: ApostilleFormat: Physical Copy
Company Bylaw:
The company's articles of association; get Apostille and do Chinese translation.
Process: ApostilleFormat: Scan Copy
Other Documents:
Other required documents (please consult the customer relationship manager); do Apostille and Chinese translation
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney (provided by Yizhi). Obtain Apostille and provide Chinese translation.
Process: ApostilleFormat: Scan Copy
REQUIREMENTS AND ESTIMATED COST
How to read the China company registration requirements
Officer and capital rules are national, so they read the same in Shanghai, Wuhan and Nanjing. The address is local: it decides which registry and tax bureau handle the company, and its rules can differ by city. Under the Company Law, the legal representative is the director who runs the company's affairs or its manager, as the articles of association provide. That person is named on the business license, and their acts in the company's name bind it. Registered capital is the owners' commitment, paid in within a period the law caps, not a fee. The supervisor checks the directors, but a small company may have none if every shareholder agrees. The name is self-declared, with no pre-approval.
Reading the requirements
Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.
Base Cost
China Company Registration (WFOE) (Shanghai)China Company Registration (WFOE) (Wuhan)China Company Registration (WFOE) (Nanjing)Service Fee:
CNY 7,250
Service Fee:
CNY 2,750
Service Fee:
CNY 3,000
Requirements
China Company Registration (WFOE) (Shanghai)China Company Registration (WFOE) (Wuhan)China Company Registration (WFOE) (Nanjing)A natural person needs to act as the legal representative
In Shanghai China, company registration must have a natural person as the legal representative. There is no nationality restriction.
In Shanghai China, company registration must have a natural person as the legal representative. There is no nationality restriction.
Included: No
A natural person needs to serve as the legal representative
Chinese company registration in Wuhan requires a natural person to act as the legal representative. There is no nationality restriction.
Chinese company registration in Wuhan requires a natural person to act as the legal representative. There is no nationality restriction.
Included: No
A natural person needs to act as the legal representative
Company registration in China requires a natural person as the legal representative. There is no nationality restriction.
Company registration in China requires a natural person as the legal representative. There is no nationality restriction.
Included: No
Company Secretary: There needs to be a natural person serving as the company's supervisor
In Shanghai China, the establishment of a company must have a natural person to serve as the company supervisor. There are no nationality restrictions. If there is no natural person to serve as the supervisor, the "Nominee Secretary Service" provided by TKEG Expat™ (DE) can be used.
In Shanghai China, the establishment of a company must have a natural person to serve as the company supervisor. There are no nationality restrictions. If there is no natural person to serve as the supervisor, the "Nominee Secretary Service" provided by TKEG Expat™ (DE) can be used.
Included: No · Solution availableEstimated Cost: CNY 2,500
Company Secretary: A natural person needs to serve as the company's supervisor
In Wuhan China, company registration must have a natural person serving as the company supervisor. There is no nationality restriction. If there is no natural person serving as the supervisor, the "nominee secretary service" provided by TKEG Expat™ (DE) can be used.
In Wuhan China, company registration must have a natural person serving as the company supervisor. There is no nationality restriction. If there is no natural person serving as the supervisor, the "nominee secretary service" provided by TKEG Expat™ (DE) can be used.
Included: No · Solution availableEstimated Cost: CNY 2,500
Company Secretary: There needs to be a natural person serving as the company's supervisor
In Nanjing China, the establishment of a company must have a natural person to serve as the company supervisor. There are no nationality restrictions. If there is no natural person to serve as the supervisor, the "Nominee Secretary Service" provided by TKEG Expat™ (DE) can be used.
In Nanjing China, the establishment of a company must have a natural person to serve as the company supervisor. There are no nationality restrictions. If there is no natural person to serve as the supervisor, the "Nominee Secretary Service" provided by TKEG Expat™ (DE) can be used.
Included: No · Solution availableEstimated Cost: CNY 2,500
Registered Address: Requires a Shanghai address in China
To register a company in Shanghai, China, it is necessary to have a Shanghai address. If you do not have a Shanghai address, you can choose the registered address service provided by TKEG Expat™ (DE). This service already includes one year of Shanghai registered address.
To register a company in Shanghai, China, it is necessary to have a Shanghai address. If you do not have a Shanghai address, you can choose the registered address service provided by TKEG Expat™ (DE). This service already includes one year of Shanghai registered address.
Included: Yes ×1.00
Registered Address: Need to have a Wuhan address in China
To register a company in Wuhan China, you must have a Wuhan address. If you do not have an address in Wuhan, you can choose the address attachment service provided by TKEG Expat™ (DE). This service already includes one year of attached Wuhan address.
To register a company in Wuhan China, you must have a Wuhan address. If you do not have an address in Wuhan, you can choose the address attachment service provided by TKEG Expat™ (DE). This service already includes one year of attached Wuhan address.
Included: Yes ×1.00
Registered Address: Requires a business address in Nanjing China
To register a company in Nanjing, China, it is necessary to have a Nanjing address. If you do not have a Nanjing address, you can choose the address hosting service provided by TKEG Expat™ (DE). This service already includes one year of Nanjing address hosting.
To register a company in Nanjing, China, it is necessary to have a Nanjing address. If you do not have a Nanjing address, you can choose the address hosting service provided by TKEG Expat™ (DE). This service already includes one year of Nanjing address hosting.
Included: Yes ×1.00
Estimated Cost
China Company Registration (WFOE) (Shanghai)China Company Registration (WFOE) (Wuhan)China Company Registration (WFOE) (Nanjing)Estimated Cost:
CNY 7,250 – 9,750
Estimated Cost:
CNY 2,750 – 5,250
Estimated Cost:
CNY 3,000 – 5,500
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TAX
What starts at the tax bureau after registration
The unified social credit code on the business license doubles as the taxpayer number, so there is no separate tax registration. The company confirms its details with the local bureau of the State Taxation Administration (STA) at its first tax matter. Returns are due even with nothing to pay. Under the VAT Law, the first invoice or payment received starts VAT, and small-scale or general taxpayer status sets the rate borne and whether input VAT is credited. Income tax falls on profit; relief for small low-profit enterprises brings the burden to 5% until 31 December 2027. Profit reaches a foreign parent as dividends after the accounts are audited, and a tax treaty may lower the tax withheld.
Reading the tax data
Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.
Corporate Income Tax (CIT)
General CIT Rate:
25%
CIT Return Due Date:
For annual CIT declaration, it should be submitted within five months after the end of the tax year. For monthly or quarterly temporary CIT declaration, it should be submitted within 15 days after the end of each month/quarter.
CIT Payment Due Date:
Within five months after the end of the tax year.
CIT Estimated Payment Due Date:
Quarterly or monthly installment payments should be made within 15 days after the end of each month/quarter.
Withholding Tax (WHT)
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
10/10/10
Value-Added Tax (VAT)
General VAT Rate:
13%
Capital Gain Tax (CGT)
General Capital Gain Tax Rate:
Capital gains are subject to the normal corporate income tax rate.
Effective Tax Rate (ETR)
Composite Effective Average Tax Rate:
23.00
Composite Effective Marginal Tax Rate:
15.59
Conclusion
What follows the business license
The business license creates the company, but it is not the last step. Seals need no approval. The corporate bank account is a separate step with the bank's own due diligence, and a capital account for the owner's contribution follows under State Administration of Foreign Exchange (SAFE) rules. Activities with their own license still need it. The annual filing runs from 1 January to 30 June on the National Enterprise Credit Information Publicity System. Anyone can search it by company name, code or registration number. Under the Company Law, the annual financial report is audited by an accounting firm in accordance with law. Before you apply, settle the business scope: it decides the Negative List answer, licenses and tax status.
Jurisdiction Overview
About Chinese Mainland
Mainland China is the world’s second-largest economy with a vast consumer market of 1.4 billion people, advanced manufacturing capabilities, and growing innovation in technology sectors.
View Complete InformationFrequently Asked Questions
The company's registered capital belongs to the company, not to its shareholders, so the shareholders cannot simply withdraw it after incorporation. The company may spend it on its business. Returning capital to the shareholders requires a procedure the applicable company law provides, such as a formal capital reduction, and profits can be paid out to them only as a lawful distribution.
The Company Law sets no general minimum registered capital for a limited liability company, foreign-owned or not; a minimum applies only where a law, an administrative regulation or a State Council decision sets one for a particular sector.
In practice the amount should suit the business scope and the place of registration. Since 1 January 2020 no commerce-department approval is needed.
In practice the amount should suit the business scope and the place of registration. Since 1 January 2020 no commerce-department approval is needed.
The smallest authorized capital is needed to register a consulting company since its creation requires minimal investment. There is no general minimum, and no authority approves the amount: the company registers the capital its shareholders subscribe.
No minimum registered capital applies to a trading company. The Company Law sets no general minimum; a minimum applies only where a law, an administrative regulation or a State Council decision sets one for a particular sector.
The subscribed capital can be paid in at once or in instalments, in full within five years of the company's establishment (the issue date of its business license), with no minimum first instalment. It can be contributed in money or in non-monetary property that can be valued in money and lawfully transferred, such as things in kind, intellectual property, land-use rights, equity or claims, with no minimum cash share.
In addition to the authorized capital, the legislation of the PRC in relation to enterprises with foreign investment operates with the concept of “total investment”. The total investment is the amount that the investor (s) can invest in business development in China, as opposed to the authorized capital, which he is obliged to invest. It is evident that the total volume of investments can be either more than the authorized capital, or coincide with it. The difference between the total investment and the amount of the authorized capital is the maximum loan amount that an investor can provide to his subsidiary in China. These two values are related by a certain ratio, which changes with the growth of capital investments. Thus, with a total investment of no more than USD 3 million, the authorized capital must be at least 7/10 of the total investment.
The short answer is yes. Actually, the government of China encourages foreigner investors to do business in China.
References
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