China · Market entry

Company registration:
from admission to first payment

Step-by-step route for a foreign investor: we check the industry, choose a form and city, design capital, register a company and open a working banking circuit.

29measures in the Negative List 2024
1–50members of a regular LLC
5 yearstotal capital deposit period
10 stepsfrom clearance check to launch

01

First - admission of foreign investment

Before selecting a name and preparing articles of association, it is necessary to check the business against the national Negative List, industry licenses and, where applicable, special free trade zone rules. Outside the Negative List, foreign investments generally receive national treatment; Prohibited activities are not registered, and limited activities are permitted only if conditions are met.

What we check
Precise product, customer, sales channel, import/export and adjustable functions
National Negative List
Prohibitions, limits on foreign participation and other special conditions
Separately
Licenses, security review, antitrust and data requirements
Result
Written card: allowed/restricted/licensed/prohibited
Common mistake

Describe the activity too broadly or start registration before checking licenses. A formally issued business license in itself does not replace an industry permit.

02

Choosing a form of presence

For operational business, a foreign-invested limited liability company is more often used. A joint venture is a company with Chinese and foreign participation, rather than a separate, universal legal form. The representative office is not a full-fledged operating company and has limited functionality.

Foreign-invested LLC

Sales, employees, contracts, accounts and self-responsibility. Basic choice for operational business.

Joint venture

A Chinese partner is needed for business reasons or access conditions. Requires a particularly careful control model.

Representative office

Limited non-commercial presence for communications and market research; does not replace a trading company.

Branch

A branch of an existing company without separate legal personality; Availability and feasibility depend on the activity.

03

City, registered address and business scope

The place of registration affects the registration authority, available incentives, licenses, staffing costs, logistics and bank practices. The company must have a valid name, registered premises and a standardized business scope. The language chosen determines what the company can do and what licenses it will need.

Title
Typically includes administrative unit, trade name, industry, and organizational form
Address
Documents on the right to use the premises; requirements vary by location
Business scope
Selected from standardized entries in the registration system
City
We compare the market, personnel, logistics, incentives, bank and local practice

04

Registered capital is a real liability

For an LLC formed after July 1, 2024, subscribed capital generally must be paid in full within five years. There is no universal symbolic capital for any business: the size is associated with the break-even budget, licenses, personnel, rent and banking profile.

Total term
Up to five years from the date of establishment of the new LLC, unless the special regime requires otherwise
Deposit form
Money and eligible appraised and transferred property, including individual IP and property rights
Currency
The structure of the deposit is consistent with registration and currency procedures
Participant risk
Unpaid subscribed capital remains the responsibility of the participant
Our recommendation

Make a three-year financial plan and, based on it, determine the capital, deposit schedule and shareholder funding, and not choose the amount before calculating the business.

05

Documents of a foreign participant

The package depends on whether the participant is an individual or a legal entity, as well as on the country of origin of the documents. Typically, proof of identity or registration, signatory authority, charter documents, resolutions, management appointments, and proof of company address in China are required.

Foreign company

Registration document, constitutional documents, ownership structure and investment decision.

Individual

Passport and information necessary for identification and registration of the participant.

Chinese company

Charter, appointments of legal representative, directors, supervisor or audit committee and senior management.

Form of documents

The translation, apostille or other certificate is checked according to the country and the requirements of the authority.

06

Basic registration procedure

The exact sequence depends on the city and the licensed activity, but the project usually follows a single logical route.

  1. 01
    Market access

    Negative List, licenses and foreign investment model.

  2. 02
    Company parameters

    City, address, name, business scope, participants, authorities and capital.

  3. 03
    Documents

    Articles of association, statements, corporate resolutions, identification and certification of foreign documents.

  4. 04
    Market registration

    Submission to the competent Administration for Market Regulation and obtaining a business license.

  5. 05
    Investment information

    Transfer of required information about foreign investment through the appropriate system.

07

After the business license, the work just begins

Obtaining a license creates a legal entity, but for real work it is necessary to complete the corporate, tax, personnel and operational launch.

Stamps
Produce and place under control company chop, finance chop and other necessary seals
Taxes
Activate tax profile, determine VAT status and invoice system-fapiao
Staff
Payroll, social insurance and housing fund according to local rules
Import/export
If necessary, customs and foreign trade registrations
Licenses
Obtain post-registration approvals before starting regulated activities

08

Bank account and currency circuit

The bank checks not only the business license, but also the owners, legal representative, the reality of the office, the business model, counterparties, countries of payment and the origin of capital. At the same time, an RMB account, foreign currency accounts, capital account and the procedure for cross-border payments are being designed under the control of the bank and SAFE.

Corporate outline
RMB basic account and additional accounts for transactions
Foreign capital
Registration of basic information about the investment and capital account according to the applicable procedure
International payments
Agreement, invoice, tax and currency documents for a specific transaction
Additional Solutions
Acceptable overseas banks, EMIs and PSPs - only in a harmonized cross-border architecture
Smart Global Capital

We prepare the banking profile at the same time as the registration package: this reduces the risk that the registered company will be inconvenient for real payments.

09

The duration of the project depends not only on the registry

Formal registration with a full package can go relatively quickly, but the overall launch is determined by proof of foreign documents, address, provisional licenses, bank and willingness of beneficiaries to undergo KYC.

Design

Admission, form, city, scope, capital, management and banking profile.

Preparation

Foreign documents, translations, address, charter and appointments.

Registration

Review of the application and issuance of a business license by the competent authority.

Launch

Stamps, taxes, bank, currency registration, personnel, customs and licenses.

The commercial period and cost are determined after checking the activities, the composition of participants, the city and the readiness of documents.

10

What you need for a preliminary assessment

  1. 01

    Description of products, services, customers, suppliers and geography of payments.

  2. 02

    Intended participants, beneficiaries, director and legal representative.

  3. 03

    Desired city, employees, office, import, export and regulated functions.

  4. 04

    Financial plan for 24–36 months and expected capital amount.

  5. 05

    Bank currencies, countries of counterparties, average bill and expected turnover.

Primary sources

Registration according to official rules

Materials from international consultants help check the completeness of the topics, but the route is built according to the laws and instructions of Chinese authorities.

01

Foreign Investment Law of the PRC

Establishes pre-registration national treatment, the Negative List system, protection of foreign investments and the obligation to provide investment information.

Open official document
02

Negative List for Foreign Investment Access 2024

Determines industries that are prohibited and restricted for foreign investors. The 2024 version is effective from November 1, 2024 and contains 29 restrictive measures.

Open official document
03

Registered capital rules under Company Law

Confirms the five-year subscribed capital period for new LLCs and transition rules for companies formed before July 1, 2024.

Open official document
04

Guide to Registering a Foreign-Invested Company

The official bilingual guide of the Beijing Administration for Market Regulation on participants, capital, documents and registration procedure of a foreign company.

Open official document
05

List of documents for creating an FIE

Official list of application, bylaws, member documents, management appointments, premises confirmation and provisional licenses.

Open official document
06

Foreign Investment Guide of the PRC

Comprehensive guidance from the Department of Commerce on registration, taxes, foreign exchange, customs, labor relations and the investment environment.

Open official document

Registration + bank account

Let's put together a structure that can actually work

We will check admission, prepare a registration package, design capital and payment circuit, support registration and bank KYC.

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