Why access comes before structure
Investors often arrive with a structure already chosen. The list decides whether that structure is available. A business scope that falls inside a restricted entry cannot be rescued by changing the company type, and a scope that is open does not need a Chinese shareholder.
- Outside the list: foreign ownership permitted, registration on domestic terms
- Restricted entries: shareholding caps, or requirements on senior management nationality
- Prohibited entries: no foreign investment at all
- Licensed sectors: the sector regulator's approval is needed in addition to registration
The current negative list has removed all manufacturing restrictions, but several service sectors retain caps or access conditions. The list is revised periodically; check the version currently published by the National Development and Reform Commission and the Ministry of Commerce.
Choosing the vehicle
| Vehicle | Can it trade and invoice? | Typical use | Watch out for |
|---|---|---|---|
| WFOE | Yes | Full commercial operation under foreign control | Real premises and a business scope outside the list |
| Joint venture | Yes | Access to a partner's licence, channel or land | Deadlock, exit and transfer pricing must be written into the articles |
| Representative office | No | Liaison, research, display before committing | Cannot collect payment; cannot be upgraded into a company |
Establishment sequence
- Notarise and legalise investor documentsCertificate of incorporation or passport, notarised and legalised, or apostilled where applicable.
- Name applicationChinese name with matching industry term and organisational form.
- File establishmentArticles, investor documents, appointment documents and premises evidence.
- Licence and chopsBusiness licence, then official, financial and legal representative chops.
- Tax and foreign exchangeTax registration and invoice approval, foreign investment information report, FX registration.
- Bank and capitalBasic account plus capital account; inject capital per the articles and register the receipt with the bank.
Ongoing obligations
- Annual report to the market regulator, plus the foreign investment information report
- Monthly or quarterly VAT filing and annual corporate income tax reconciliation
- Change registration for name, equity, capital, scope or address
- Valid work permit and residence permit for every foreign employee; the employer carries the compliance duty
- Dividend repatriation after tax, supported by board or shareholder resolutions
Compliance for a foreign-invested company largely mirrors the domestic regime. The differences concentrate in access screening, cross-border capital, and foreign nationals' documents.
Frequently asked questions
Is there a minimum capital for a foreign-invested company?
Not in general sectors; capital is set in the articles and must be paid within five years. Banking, insurance and labour dispatch retain minimum or paid-in requirements. Very low capital can also trigger extra scrutiny at bank onboarding.
Can a representative office be converted into a WFOE?
Not directly. The usual route is to establish a WFOE, migrate staff and business, then deregister the representative office. They are different registration categories with separate tax and FX records.
Does the foreign shareholder have to be a company?
No. An individual foreign national can be the sole shareholder. Individuals file a passport; companies file notarised and legalised incorporation documents, which take longer.
What reports are due each year?
The market regulator's annual report between 1 January and 30 June, the foreign investment information report, the annual corporate income tax reconciliation by 31 May, and statistical or FX returns required by the relevant authorities.
Can foreign-invested companies bid for local projects?
Generally yes where the tender does not restrict foreign participation. Some government procurement and security-related projects exclude foreign-invested entities, so check the tender documents before committing.
Tell us the situation first, then we talk options
Send us your entity type, location and what you need done. We will set out the documents required, which steps need you in person, and a realistic timeline.
Where we workFoshan · Guangdong · China
We serve all five districts of Foshan, and act for clients elsewhere in Guangdong and overseas on the same process.
This page reflects publicly available information as of October 2026. The competent authority's latest requirements prevail.
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