01 · ChinaMNC
Why China, and why now needs a plan
Founders look at mainland China for a few recurring reasons: a very large consumer and industrial market, deep supplier and manufacturing ecosystems, and the wish to sell, source or hire locally rather than at arm's length. Being present on the ground can make local hiring, contracting, invoicing and customer relationships more workable than running everything from abroad.
That said, presence is not free. A mainland entity brings ongoing obligations — bookkeeping, filings, statutory reporting and a local registered address — plus the practical need for someone who can handle Chinese-language paperwork and government portals. Before deciding, be honest about the questions that shape everything else:
- What will the entity actually do? Sell to local customers, manufacture, provide services, or simply support a foreign parent?
- Who runs it day to day? A locally hired manager, a relocated founder, or a partner?
- How will money move? Capital in, revenue out, and the documentation behind each flow.
- Which city? Location affects registration practice, talent, cost and how easily you can be served.
Answer these first. They determine entity type, business scope and address more than any generic checklist.
02 · ChinaMNC
WFOE, joint venture or representative office
Three structures come up most often for foreign investors. Each fits a different intention, and choosing wrongly is expensive to undo.
Wholly foreign-owned enterprise (WFOE). A limited liability company owned entirely by the foreign investor. It can generally engage in the activities listed in its approved business scope — sales, services, manufacturing, consulting and more — and it can hire staff and invoice customers. It carries the full set of ongoing compliance duties. This is the usual choice when you want to trade or operate independently.
Joint venture (JV). A company shared with a Chinese partner, typically structured as equity or cooperative. A good partner can bring licences, land, distribution or local relationships. The trade-off is governance: decision rights, capital contributions, profit sharing and exit terms all need careful drafting, and disputes are harder to resolve than in a wholly owned business.
Representative office (RO). A liaison presence that cannot earn revenue directly. It suits market research, coordination and customer liaison for a foreign parent. It is lighter than a WFOE but limited: no direct sales, no invoicing local customers for services.
Match the structure to the activity, not to fashion. If you plan to invoice, hire and grow, an RO will not carry you.
03 · ChinaMNC
The five-step registration process
Exact procedures differ by city and by industry, but the arc of a mainland company setup usually looks like this.
- Step 1 — Plan and pre-check. Define the business activities, choose the city, decide on entity type and draft the business scope. Check whether your industry sits on a restricted or encouraged list, and whether it needs a pre-approval before registration.
- Step 2 — Name and address. Reserve a company name that follows local naming rules, and secure a registered address. The address must be a real, usable location that accepts registration and can receive official mail.
- Step 3 — Prepare and submit documents. Assemble the charter, investor documents, identity papers, appointment of the legal representative and supporting forms. Foreign documents often need notarisation and legalisation or an equivalent accepted process, plus Chinese translation.
- Step 4 — Obtain the licence and registrations. After the business licence is issued, complete the follow-on items: company seal set, tax registration and bank account opening. Some industries also need a specific operating licence.
- Step 5 — Go live and stay compliant. Hire staff, set up bookkeeping, understand invoicing and periodic filing duties, and arrange visas for any foreign staff. Compliance is continuous, not a one-off.
Build in slack. Document legalisation, bank onboarding and licence approvals are common sources of delay.
04 · ChinaMNC
Documents you will typically be asked for
Requirements vary by city, entity type and industry, so treat this as a working list to confirm locally rather than a fixed rule.
- Investor documents. For a company investor: certificate of incorporation, constitutional documents and evidence of the ownership chain. For an individual investor: passport and, where relevant, proof of address.
- Notarisation and legalisation. Foreign-issued documents are commonly notarised and then legalised, or handled through another accepted channel, and accompanied by Chinese translations.
- Company name. Several candidate names, in the local format required, with a fallback list in case of rejection.
- Registered address proof. A lease or ownership document for the address, plus whatever the local authority requires to confirm it can host a registered company.
- Charter and governance papers. Articles of association, the list of directors, supervisors and executives, and the appointment of the legal representative.
- Identity and contact details for the legal representative, directors, supervisors and the person handling the filing.
- Business scope wording. Drafted in the standard phrasing local authorities expect.
Keep originals, scans and translations consistent. Mismatched names or dates are a frequent cause of back-and-forth.
05 · ChinaMNC
Registered address and business scope
These two items are quietly decisive. They shape what the company may do and where it may be seen to operate.
Registered address. The company must have a registered place of business. In practice this can be a leased office, a serviced or shared workspace that permits registration, or another arrangement accepted locally. The address must be genuine and able to receive official correspondence; a mailbox alone is usually not enough. Some cities and industries are stricter than others, and some offer virtual or cluster registration for certain activities. Check what your address actually permits before signing a lease.
Business scope. This is the written statement of permitted activities, phrased in standard categories. It matters because it affects what you can invoice, which licences you need, and whether a pre-approval applies. Write it for what you will really do in the first year or two, not for every ambition. Some activities require a specific operating licence on top of the business licence; others fall under restricted or prohibited categories for foreign investment.
If your plans change, the scope can usually be amended — but that means another filing. Broad-but-vague wording can cause problems at the bank or with customers; narrow wording can block a revenue line.
06 · ChinaMNC
Banking, tax and visas in practice
Banking. Opening a corporate account is often the slowest practical step. Banks apply their own onboarding checks and will want to see the licence, seals, identity documents and information about the business and its owners. Expect questions about expected transaction flows and counterparties. Plan for the account opening to happen after registration, and keep your documentation tidy.
Tax. A mainland company is generally subject to corporate income tax and, depending on activity, value-added tax and other levies. Bookkeeping and periodic filing are mandatory even when there is no revenue. Many founders engage a local accounting firm from day one; retrofitting records is painful. Understand invoicing rules before you issue your first invoice, and keep contracts, invoices and bank records aligned.
Visas. Foreign staff need the right permission to work. That usually means a work permit tied to the employer plus a residence permit, obtained through a process that involves the employer, local labour and immigration authorities. Business visas are for visits, not for running the company day to day. Start early, because the sequence of permits takes time and depends on documents from the company itself.
Treat banking, tax and immigration as one connected system. The company must exist and be registered before staff can be sponsored.
07 · ChinaMNC
Common mistakes to avoid
Most problems are predictable. These come up repeatedly.
- Choosing the entity before the activity. Deciding on a WFOE or RO before clarifying what the business will actually sell or do leads to structures that cannot invoice or hire as needed.
- Underestimating document formalities. Missing notarisation, legalisation or translation, or inconsistent names across papers, stalls the filing.
- Signing a lease that cannot be registered. Confirm the address accepts company registration before committing.
- Writing a vague or overbroad business scope. It creates friction at banks and with licensing, and may need amending later.
- Treating compliance as a one-off. Bookkeeping, filings and reporting continue whether or not the company is trading.
- Assuming a business visa is enough. Working in the company requires the proper work and residence permissions.
- Ignoring the bank. Account opening has its own checks; prepare the business explanation and ownership information in advance.
- Going it alone on language. Government portals and filings are in Chinese, and mistranslated forms cause rejections.
Get local professional advice for your specific city and industry before you commit.