Establish a Foreign-Invested Entity in China
Five legal structures are available under the Foreign Investment Law: WFOE, Joint Venture, Partnership, Representative Office and Foreign Branch. The choice affects control, liability, invoicing and the ability to sponsor foreign staff.
The default structure for most foreign investors. Full control, independent legal person, can issue fapiao and sponsor work permits.
- Up to 100% foreign ownership
- Registered capital payable within 5 years
For sectors on the Negative List that require a Chinese partner, or where a partner brings a licence, land or distribution network.
- Governance set by shareholders' agreement
- Can issue fapiao and sponsor work permits
A separate legal person but not a “company”. Popular for professional firms and investment vehicles because of pass-through taxation.
- No corporate income tax at partnership level
- General partners bear unlimited liability
A non-legal-entity liaison office for market research and coordination. Cannot invoice or generate revenue in its own name.
- No registered capital; lowest setup cost
- Chinese staff must be engaged through an authorised agent
A branch of an existing foreign company. Can generate revenue, but the parent company bears full liability for the branch's obligations.
- No separate registered capital
- Files tax on a consolidated basis with the parent
Not a mainland entity. A Hong Kong company is often used as the offshore holding platform above a WFOE or JV, combining a lower headline tax rate with a familiar common-law framework.
- Two-tier profits tax: 8.25% on first HKD 2 million, 16.5% thereafter
- Territorial taxation — offshore profits may be exempt
Check the Negative List
If your business is prohibited or requires a Chinese controlling shareholder, the available structures narrow immediately.
Will the entity generate revenue?
If not, and the purpose is liaison only, an RO may be sufficient. If yes, the RO is not available.
Should China risk be ring-fenced?
A WFOE, JV or partnership creates a separate legal person. A branch does not — the parent remains liable.
Is a Chinese partner needed?
If the partner brings a licence, land or distribution, a JV may be worth the governance complexity. If only capital, a WFOE is usually simpler.
Will you sponsor foreign staff?
The entity must be able to employ them directly. An RO can sponsor only the chief representative and general representatives.
Core Documents for Establishing an Entity in China
- Investor documents: notarised and legalised (or apostilled) certificate of incorporation / passport copy.
- Proposed entity name: 3–5 alternative Chinese names for pre-approval.
- Registered capital (LLCs): fully payable within 5 years under the 2024 Company Law; no statutory minimum for most sectors.
- Legal representative / responsible person: passport copy and appointment resolution.
- Registered address: commercial lease or property certificate (virtual office where permitted).
- Business scope: must comply with the 2024 Negative List.
- Articles of Association / Partnership Agreement: drafted by our legal team.
- Parent company documents (branch only): incorporation certificate and board resolution.
(1) 2024 Company Law: 5-year capital payment deadline; existing companies adjust by 30 June 2027.
(2) 2024 Negative List (effective 1 Nov 2024): manufacturing fully open; restricted items reduced from 31 to 29.
(3) Work permit categories strictly enforced.
(4) Representative offices must appoint a Liaison Officer to avoid the Abnormal Operation List.
(5) Foreign individual dividend tax exemption repealed — effective 1 September 2026, dividends received by foreign individuals from foreign-invested enterprises are subject to 20% individual income tax, ending a 32-year tax exemption. Read full analysis →
Years in Guangdong
Offices in Guangzhou and Foshan since 2005, with direct liaison to both cities' registration and foreign talent windows.
Full Lifecycle
From incorporation to accounting, tax filing, work permit, residence permit, annual audit and deregistration.
Transparent Pricing
Fixed service packages, clear deliverables at every stage, no hidden fees.
Up-to-Date Compliance
2024 Company Law, 2025 Negative List, and 2026 dividend tax changes reflected in every filing we handle.
Ready to Establish Your Entity in China?
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