Register a Company in China (WFOE)

Not sure which structure you need? Our guide to WFOE vs representative office compares the options.

Plenty of buyers never need one. If you only buy from Chinese factories and ship the goods home, you can do that from your own country, with a sourcing agent or on your own.

A company in China starts to make sense when you want to do things that need a local legal entity:

• Sign contracts, issue invoices (fapiao) and get paid in Chinese yuan.
• Hire staff in China on proper employment contracts.
• Run your own quality control or buying office close to your suppliers.
• Sell products or services to customers inside China.
• Rent an office or warehouse in your own name.

For most of our clients the answer is a WFOE. Some industries limit foreign ownership, and these are listed in China's Negative List for foreign investment, so checking your planned activity against that list is the first step.

1. 1Agree the plan. We go through what the company will do, which city it will be in, who the legal representative and directors will be, and how much capital you'll commit.
2. 2Check the business scope. This is the list of activities written into your business licence. It has to cover everything you plan to do, and it has to be allowed for foreign investors.
3. 3Choose a name and an address. The company needs a Chinese name and a commercial registered address. A home address can't be used.
4. 4Prepare the documents. These include the articles of association and identity documents for the shareholders and directors. Documents from abroad usually need to be notarised and legalised or apostilled first.
5. 5Register with the market regulator. Once approved, the company receives its business licence.
6. 6Finish the set-up. That means carving the company seals, registering for tax, opening a corporate bank account and a capital account, setting up social insurance if you hire staff, and filing the foreign investment information report.

There's no legal minimum registered capital for most WFOEs. But under the Company Law in force since July 2024, the capital you subscribe has to be paid in within five years of the company being set up.

So the number should be realistic. It needs to be enough to cover your costs until the company earns money, without committing to more than you're ready to put in. In practice, the authorities and banks also look at whether the capital fits the business you describe.

Put together, most companies are fully up and running in around two to three months.

• Monthly or quarterly tax filings, even when the company has no income.
• Bookkeeping to Chinese accounting standards.
• A yearly audit and annual reports to the authorities.
• Keeping the registered address, business scope and company details up to date.

Missing these can lead to fines, a poor credit record for the company, or problems with the bank. We can introduce you to accountants who look after this for you.

We're based in Suzhou, a short train ride from Shanghai, in one of China's busiest manufacturing regions. Suzhou has a large international business community, industrial parks with experience of foreign companies, and easy access to the ports of Shanghai and Ningbo. We can also help you register in another city if that suits your business better.