Register and run a company in mainland China

01 · ChinaMNC

Why mainland China, and why now

Founders look at mainland China for reasons that are usually concrete rather than abstract: a very large domestic market, deep manufacturing and supplier ecosystems, a fast-moving digital consumer base, and the chance to be close to customers and partners instead of managing them from a distance. Setting up a local legal entity can make it easier to hire locally, sign contracts with Chinese counterparties, issue local invoices, and hold the licences that some activities require.

At the same time, this is a market that rewards preparation. Language, local business norms, distribution, and regulatory expectations differ from what many founders know at home. Consumer habits and channels move quickly, and a product that works elsewhere may need real adaptation here. Competition is intense in many sectors, and pricing pressure is common.

The practical question is not whether China is attractive in the abstract, but whether your specific activity, customers, and supply chain justify a local presence. If your answer is yes, the next decision is which structure fits, which we cover below.

02 · ChinaMNC

WFOE, joint venture or representative office

Most foreign founders choose between three structures. Each solves a different problem, and the right choice depends on what you actually need to do in China.

• WFOE (wholly foreign-owned enterprise): a limited liability company owned entirely by foreign investors. It can generally conduct permitted business activities, sign contracts, hire staff, and invoice. It is the most common choice for founders who want control and a full operating presence. The scope of permitted activities matters and should be checked against your business.
• Joint venture (JV): a company shared with a Chinese partner. A JV can bring local knowledge, relationships, licences, or access you lack. It also means shared control, shared economics, and governance that must be negotiated carefully in the charter and shareholders' agreement before launch.
• Representative office (RO): a liaison presence that cannot generally earn revenue directly. It suits market research, coordination, and contact-making, but not invoicing customers or running a profit-making operation.

Some activities are restricted or require specific approvals regardless of structure. Check your sector before committing to a form.

03 · ChinaMNC

The five-step registration process

Exact procedures and sequencing vary by city, but the path usually follows five stages. Treat these as the backbone, not a fixed calendar.

• 1. Define the entity and the activity. Decide on structure, ownership, capital, legal representative, and the business scope you will apply for. Resolve name options in advance, since name approval can take time and rejected names restart the process.
• 2. Prepare and legalise documents. Foreign investor papers typically need notarisation and legalisation, or an equivalent accepted process, plus translation. Requirements depend on the investor's jurisdiction and the local authority.
• 3. Secure a registered address. You need a qualifying premises for registration. Confirm what the local authority accepts for your activity, and keep the lease and property documents consistent with the application.
• 4. File for the business licence. Submit the application, charter, investor documents, and address evidence through the local market regulation system. Expect questions and possible amendments.
• 5. Complete the operating set-up. After the licence, arrange company seals, bank account opening, tax registration, and the work permit and visa for foreign staff who will live and work in China.

Plan for document rework. It is the most common source of delay.

04 · ChinaMNC

Documents you will likely need

Document lists differ by city, entity type, and activity, so always confirm the current requirements with your local adviser. The following are the categories founders most often encounter.

• Investor identity and corporate papers: passport for individual investors; certificate of incorporation, charter, and director or shareholder records for corporate investors.
• Notarisation, legalisation, and translation: foreign documents usually need authentication acceptable to the Chinese authority, plus Chinese translations. Start early, as this step depends on other jurisdictions.
• Constitutional documents: the articles of association or charter, and any shareholders' agreement for a JV, setting out governance, capital, and decision rights.
• Address evidence: lease agreement and property ownership documents for the registered premises.
• People and appointments: legal representative, directors, supervisors, and the authorised signatory, with identification and contact details.
• Application forms and undertakings: name application, registration forms, and declarations required by the local system.

Keep every name, address, and date identical across documents. Small inconsistencies cause real friction.

05 · ChinaMNC

Registered address and business scope

Two items quietly decide how smoothly your company can operate: where it is registered and what it is allowed to do.

Registered address. The company must have a qualifying premises recorded with the authorities. Some cities accept serviced or incubator addresses for certain activities; others require premises suited to the business, particularly where a physical site, storage, or production is involved. The address affects which local authority handles your file and where tax matters are administered. Verify that the landlord can provide the property documents the authority expects, and that the lease term and use match your plan. If you later move, the registration must be updated.

Business scope. This is the stated description of permitted activities. Write it to cover what you actually intend to do, using the standard wording local authorities recognise, without padding it with activities you will never pursue. Items that require a pre-approval or a specific licence must be handled separately. If your plans change, the scope can often be amended, but amending takes time and paperwork, so get the initial description right.

Review both items against your real operating model before filing.

06 · ChinaMNC

Banking, tax, and visas

After the licence, the operating basics begin. These are separate workstreams, and each has its own documents and approvals.

• Bank account. Opening a corporate account usually involves the legal representative or authorised person attending in person, with the licence, seals, charter, identification, and address evidence. Banks apply their own onboarding and due diligence, and questions about the source of funds and expected transactions are normal. Prepare a clear explanation of your business.
• Tax registration and compliance. Register with the tax authority and understand your filing obligations, invoicing rules, and accounting requirements. Most companies need bookkeeping from the start, and a local accountant or bookkeeping firm is common practice. Tax treatment depends on your activity and structure, so get advice specific to your case.
• Work permits and visas. Foreign staff who live and work in China generally need a work permit and a corresponding residence permit. Categories, eligibility, and documentation depend on the individual's profile and role. Plan this before staff relocate, and keep employment records consistent with the permit application.

Budget time for each step and avoid assuming one approval unlocks the next.

07 · ChinaMNC

Common mistakes foreign founders make

Most problems at this stage are avoidable, and they tend to repeat across founders.

• Choosing the structure before clarifying the activity. Decide what the company must actually do, then choose the form. A structure that looks simple can block invoicing or licensing later.
• Underestimating document legalisation. Notarisation and legalisation depend on other jurisdictions and cannot be rushed. Starting late delays everything downstream.
• Writing a vague or overbroad business scope. Too narrow and you cannot operate; too broad and you invite scrutiny. Use precise, recognised wording.
• Treating the registered address as a formality. Premises that do not satisfy the authority, or a landlord who cannot provide documents, can stall the filing.
• Assuming a bank account opens quickly. Bank due diligence is real, and incomplete explanations of your business model cause delays.
• Ignoring tax and accounting from day one. Filing obligations begin early, and gaps create penalties and clean-up work.
• Leaving visa planning until the last minute. Work authorisation should be sequenced with hiring, not after it.
• Signing local contracts without local review. Governance, exit, and dispute terms deserve advice before signature.

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