Registration is handled by the Administration for Market Regulation (AMR) and results in a business license with an 18-digit Unified Social Credit Code (USCC/USCI).
Under the Company Law (effective 1 July 2024), limited liability company capital must be fully paid within 5 years of establishment, subject to transitional rules.
Market entry options include Wholly Foreign-Owned Enterprise (WFOE) within the Foreign Investment Law (FIL) framework, Joint Venture (JV), Representative Office (RO), and Foreign-invested Partnership (FIP).
Post-registration actions include creating company chops or e-seals, opening bank and capital accounts, registering for VAT and Corporate Income Tax (CIT), enabling e-fapiao (electronic VAT invoices), and enrolling in social security.
China’s economy offers scale, supply chains, and improving digital compliance systems. This guide explains how to choose an entry model, comply with current rules, and complete registration efficiently.
Why Register a Company in China?
Before diving into the registration process, let’s explore why setting up a company in China is advantageous:
China offers scale and depth: a consumer market of over 1.4 billion people, mature manufacturing and logistics clusters, targeted policy incentives in select cities and zones, and a central position in regional and global trade routes. For foreign investors with a defined business model and compliant structure, an onshore presence can strengthen sales, sourcing, and long-term partnerships.
Types of Business Entities in China
When considering company registration in China, it’s crucial to choose the right type of business entity.
Choosing an entity means aligning your business scope with Foreign Investment Law (FIL) rules and the current foreign investment negative list.
Wholly Foreign-Owned Enterprise (WFOE) / FIE LLC
A limited liability company fully owned by foreign investors that offers operational control. It must comply with Company Law capital rules and any sectoral licensing tied to its scope.
Joint Venture (JV)
A partnership with a Chinese investor, structured as Equity JV or Cooperative JV, typically chosen when the negative list restricts wholly foreign ownership or when local distribution or assets are critical.
Representative Office (RO)
A liaison office for market research and communication. It has no direct revenue, no customer contracts, and no invoicing authority, and it is commonly subject to deemed-profit taxation on expenses.
Foreign-invested Partnership (FIP)
A partnership structure allowing flexible profit allocation and governance for certain service or investment activities under the FIL regime.
Key Factors to Review Before Setting Up a WFOE
Investment Structure
Balance tax profile, setup speed, document legalization timing, internal governance, potential co-investors, and exit options. The parent company’s jurisdiction can affect how quickly embassies or consulates complete legalization.
Registered Capital
Size capital to cover pre-revenue operations and working capital. Under the Company Law (effective 1 July 2024), the subscribed capital of an LLC must be fully paid within 5 years of establishment; your Articles of Association must set a schedule that does not exceed that limit. Legacy entities must adjust within the transition window set by implementing guidance.
Location
Because tax administration operates at the district level, compare registered-address requirements, available incentives, licensing practice, access to talent, and proximity to suppliers and customers.
License Requirements
Certain activities require prior or post-licensing (for example, import/export, food, internet services, medical devices, construction, and HR services). Build additional time for sector approvals into your plan.
Steps to Register a Company in China
1. Preliminary Considerations
- Business scope: Define activities and check against the latest negative list.
- Location: Choose a city and district aligned with your staffing, tax, and supply chain needs.
- Name registration: Submit the Chinese entity name for Administration for Market Regulation (AMR) pre-approval.
2. Pre-Registration Requirements
- Articles of Association: Include governance and a compliant capital schedule under the Company Law 5-year pay-in rule.
- Registered address: Secure a compliant lease.
- Investor documents: Prepare legalized and translated identification and corporate documents as required.
3. Registration Process
AMR filing: Submit application with approved name, Articles, lease, and investor documents.
Business license issuance: Obtain the license carrying your Unified Social Credit Code (USCC/USCI).
4. Post-Registration Requirements
- Chops / e-seals: Produce company, finance, and legal representative chops or enable e-seals through approved platforms, typically managed via a Public Security Bureau-approved maker.
- Banking and foreign exchange: Open RMB and capital accounts. Current SAFE facilitation allows pre-establishment expenses and smoother fund remittances where applicable.
- Tax registration and e-fapiao: Register for VAT and CIT, and activate e-fapiao for invoicing.
- Social security and housing fund: Enroll employees with local authorities.
- Industry permits: Apply for sector-specific licenses where required.
Compliance and Reporting
Expect monthly or quarterly tax filing by tax type with annual reconciliation; the standard CIT rate is 25%, and certain export activities may qualify for 0% VAT or refunds subject to prevailing rules.
With the nationwide rollout of e-fapiao, ensure your invoicing systems and internal controls are configured and monitored.
File the enterprise annual report through the national credit information system within the statutory window (commonly January to June).
Note that ROs are non-trading entities but are commonly taxed using deemed-profit or expense-plus methods.
The VAT Law has been adopted to take effect 1 January 2026; keep invoice controls and system readiness current as implementation approaches.
Challenges and Considerations
- Monitor regulatory changes to the foreign investment negative list, Company Law, and VAT rules, and align filings with the AMR and any licensing authorities.
- Build relationship capital and maintain disciplined documentation, including clear Chinese-language contracts and approval records.
- Protect intellectual property by registering and enforcing trademarks, patents, and copyrights early in target cities.
- Engage legal, tax, and licensing advisers with city-level experience to manage establishment, ongoing compliance, and sector approvals efficiently.
Need help with your company registration in China? Air Corporate can coordinate AMR filings, chops or e-seals, bank onboarding, SAFE steps, tax registration, and e-fapiao activation on one timeline, with a capital schedule that meets the Company Law 5-year deadline.
FAQs
Search the National Enterprise Credit Information Publicity System using the Chinese name or USCC/USCI.
Government fees are modest. Main costs are document legalization and translation, lease, sector licenses, and professional services. Costs vary by city and scope.
Yes. Options include WFOE/FIE LLC, JV, RO, and FIP, subject to the FIL and the current negative list.
A straightforward WFOE can often be completed in 5–9 weeks. Allow more time for sectoral licenses or complex notarization/legalization.
Air Corporate can streamline each stage to keep your registration on track and reduce avoidable delays.
