Registering a company in China as a foreign national has become more standardized under the Foreign Investment Law (FIL) and the updated Company Law (2025). Most foreign investors opt for a Wholly Foreign-Owned Enterprise (WFOE), which allows 100% foreign ownership and control.
Here is a comprehensive breakdown of the requirements for 2025.
1. Choosing the Right Legal Structure
Before beginning, you must determine which structure fits your business goals:
WFOE (Wholly Foreign-Owned Enterprise): A limited liability company 100% owned by foreign investors. Most common for trading, consulting, and manufacturing.
Joint Venture (JV): A partnership between a foreign investor and a Chinese partner. Required for industries on the "Negative List."
Representative Office (RO): A liaison office with no "legal person" status; it cannot engage in profit-making activities (only marketing/research).
2. Core Legal Requirements
A. Company Name (Simplified Chinese)
You must propose several potential names to the Administration for Market Regulation (AMR).
Naming Format: [City] + [Brand Name] + [Industry Sector] + [Co., Ltd.]
Requirement: The official name must be in Simplified Chinese. An English name can be recorded but is not legally binding for official government filings.
B. Business Scope (Detailed)
Unlike some Western countries, Chinese companies can only operate within their registered "Business Scope."
You must define exactly what your company will do (e.g., "Import and export of electronics," "Consulting for software development").
Tip: Ensure your scope does not fall under the Negative List, which prohibits or restricts foreign investment in sectors like telecommunications or certain types of education.
C. Registered Capital (Subscribed vs. Paid-up)
Minimum Capital: Since 2024/2025, while there is no universal "minimum," most service companies declare RMB 100,000 to 500,000.
The 5-Year Rule: Under the latest Company Law, all subscribed capital must be paid up within 5 years of the company's establishment.
D. Registered Office Address
You must have a physical office lease in a commercially zoned building. Residential addresses are generally not permitted for company registration.
3. Mandatory Personnel Roles
You must appoint individuals to the following statutory positions:
Legal Representative: The primary "signature holder" who holds civil responsibility for the company. Can be a foreigner or a Chinese national.
Supervisor: A person who oversees the performance of the directors and legal rep. Cannot be the same person as the Legal Rep or a Manager.
Finance Manager: Responsible for tax and financial compliance.
Shareholder(s): The individual or entity that owns the company.
4. Required Documentation (Legalization)
This is often the most time-consuming part. Documents from outside China must be Notarized and Apostilled (if your country is a member of the Hague Convention) or authenticated by the Chinese Embassy.
For Individuals: Notarized/Apostilled copy of your passport.
For Corporate Entities: Notarized/Apostilled Articles of Incorporation and Business License of the parent company.
Office Lease: Original lease agreement (stamped by the landlord) and a copy of the landlord’s "Property Ownership Certificate."
5. The Registration Process (Milestones)
Name Pre-approval: Apply via the AMR online system.
Application for Business License: Submit the "Articles of Association" (AoA) and shareholder IDs.
Obtain Business License: Receive the Unified Social Credit Code (USCC).
Carving Chops (Seals): Obtain official company seals (Company, Financial, and Legal Rep chops) via the Public Security Bureau.
Bank Account Opening: Open a Basic RMB Account and a Foreign Exchange Capital Account.
Tax & Social Security Registration: Register with the Tax Bureau and Social Insurance Bureau within 30 days of receiving the license.
To help your clients at hirelawfirm.com prepare for a successful market entry in 2025, here is a detailed operational checklist and industry-specific business scope guide.
1. 2025 WFOE Registration Checklist (Mandatory Documents)
Foreign investors must provide original, legalized, and translated documents. Under the 2025 updated Company Law, accuracy in personnel roles is critical.
| Category | Specific Document Requirement | Notes |
| Shareholder Proof | Notarized & Apostilled Passport (Individual) OR Business License (Corporate) | Must be authenticated in the home country. |
| Office Lease | Original Lease Contract + Property Ownership Certificate copy | Must be a commercial property; virtual offices are heavily restricted. |
| Personnel IDs | Passports of Legal Rep, Supervisor, and Finance Manager | The Supervisor cannot be the Legal Rep or Manager. |
| Corporate Governance | Articles of Association (AoA) | Defines management structure and profit distribution. |
| Capital Commitment | Capital Subscription Declaration | Under the 2025 Law, all capital must be paid within 5 years. |
2. Sample "Business Scope" by Industry
In China, you can only engage in activities explicitly listed in your "Business Scope." Here are three common templates for 2025:
A. Tech & Software (Consulting WFOE)
"Software development; Information technology consulting services; Data processing and storage support services; Intelligent robot research and development; Artificial intelligence application software development; Technical service, technical development, technical consultation, and technical exchange."
B. Trading & Retail (FICE/Trading WFOE)
"Wholesale of electronic products; Import and export of goods; Technology import and export; Sales of household appliances; Supply chain management services; Commission agency (excluding auctions); Retail of cosmetics and hygiene products."
C. Education & Training (Strictly Regulated)
"Non-academic professional skills training (e.g., language, art, technology); Educational consulting services (excluding school-running activities); Development of educational software."
Legal Note: K-12 academic tutoring is still highly restricted for foreign investment.
3. The "Post-License" Compliance Roadmap
Obtaining the Business License (营业执照) is only the halfway point. To be fully operational, a company must complete these 5 steps:
Carving Official Chops (Seals): You must obtain the Company Seal, Finance Seal, and Legal Representative Seal. In China, these hold more legal weight than a signature.
Tax Registration & E-Fapiao: You must register with the Tax Bureau within 15 days of receiving your license to activate the Electronic Invoice (e-Fapiao) system.
Bank Account Setup: You need a Basic RMB Account for daily operations and a Foreign Exchange Capital Account to receive investment from abroad.
Social Security & Housing Fund: Mandatory registration for all employees (including foreign staff).
Customs Record-Filing: Required only if your business scope includes "Import and Export."
4. Strategic Legal Tips for 2025
The 5-Year Capital Rule: Be realistic about your "Registered Capital." Since you must now pay it in full within 5 years, do not over-declare capital if you don't have the cash flow.
Apostille Convention: As China is now a member of the Hague Convention, ensure your home country documents carry an Apostille stamp to avoid the old, lengthy "Consular Authentication" process.
Foreign Investment "Negative List": Always check the latest 2025 Negative List before finalizing your Business Scope to ensure your sector is not prohibited (e.g., Rare Earths, News Agencies).
How HireLawFirm.cn Can Assist
Registration is a "paperwork-heavy" process where a single translation error can cause a 30-day delay. We provide:
Apostille & Translation Services: Legal-grade translation for your AoA and ID docs.
Corporate Secretarial Services: Acting as your "Contact Person" for government bureaus.
Annual Audit & Tax Filing: Ensuring your WFOE stays in "Good Standing" and avoids the blacklists.
Website: www.hirelawfirm.cn
Your Trusted Partner for China Market Entry.
