Company Registration in China: What You Need to Know?

Marketing Mirr Asia
Apr 16
3 min read

Updated: Oct 3

China remains a premier destination for foreign investment, thanks to its vast market, dynamic growth, and continuously opening regulatory regime. Yet, entering China legally means navigating evolving laws, procedures, and compliance demands. This updated guide reflects the current legal landscape to help you register a company in China with confidence.

Understanding Business Structures in China

Before incorporation, foreign investors must choose the structure that aligns with their strategy, risk appetite, and regulatory limits.

Wholly Foreign-Owned Enterprise (WFOE): The most common structure for full ownership. A WFOE allows you to control operations, hire staff, and repatriate profits (subject to compliance). With recent reforms, a WFOE (legally an LLC) can often be established in 6–12 weeks, depending on locality and industry.
Joint Venture (JV): In sectors restricted under the foreign investment negative list, a JV (with a local Chinese partner) may be mandatory. It combines local access with foreign capital but requires careful contractual governance.
Representative Office (RO): RO is a non-trading entity. It may do liaison work, market research, branding, and coordination, but cannot sign contracts, issue invoices, or generate revenue directly.
Foreign-Invested Commercial Enterprise (FICE)Historically, FICE was a special form for trading/retail businesses. Under the Foreign Investment Law (effective Jan 1, 2020), there is no separate “FICE” entity — trading activities are conducted through an LLC or JV with a proper business scope.
Official Reference – Ministry of Commerce of China (MOFCOM): Foreign Investment Law

Steps to Company Registration in China

Business Name Reservation: Submit proposed company names to the Administration for Market Regulation (AMR) following naming rules and checks.
Define Business Scope: Clearly articulate the permitted activities (“business scope”) in your Articles of Association, aligned with industry classification.
Secure a Registered Address: You must lease a physical office space (not purely virtual) acceptable to local registration authorities.
Decide Registered Capital & Injection Plan: While there is no universal statutory minimum anymore, capital must be sufficient for business operations. Under the 2024 Company Law, shareholders must pay their subscribed capital within 5 years unless industry rules specify earlier.
Official Reference – National People’s Congress: 2023 Company Law Amendment (effective July 1, 2024)
Foreign Investment Filing: Instead of the old pre-approval, foreign investors now submit required investment information online via the enterprise registration system. Only projects in restricted sectors may undergo additional review.
Submit Incorporation Documents & Register with AMR: Required documents typically include Articles of Association, investor identification, lease proof, and other licenses where applicable.
Obtain the Unified Business License: After approval, the AMR issues the license which grants legal person status and the right to operate.
Post-Licensing Steps: Register with the tax bureau, open RMB and foreign-currency bank accounts, register with social security bureaus, and complete SAFE filings if foreign exchange is involved.

Registered Capital & Contribution Rules

Shareholders must fully inject their capital within five years of incorporation under the new Company Law.
Older companies (established before July 2024) with longer schedules must adjust by June 30, 2027.
Regulators can now scrutinize whether capital is adequate and require adjustments.

Reference – China Briefing: Registered Capital Rules in China 2024

Challenges & Considerations

Local rules vary — some zones may set additional requirements for office leases or minimum sizes.
Sectoral licensing — finance, telecom, education, and medical services often require extra approvals.
Foreign exchange & profit repatriation — dividends can be remitted abroad, but only after tax clearance and SAFE compliance.
Governance updates — all companies must update articles, boards, and practices to align with the 2024 Company Law.