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
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.
Sales, employees, contracts, accounts and self-responsibility. Basic choice for operational business.
A Chinese partner is needed for business reasons or access conditions. Requires a particularly careful control model.
Limited non-commercial presence for communications and market research; does not replace a trading company.
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
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.
Registration document, constitutional documents, ownership structure and investment decision.
Passport and information necessary for identification and registration of the participant.
Charter, appointments of legal representative, directors, supervisor or audit committee and senior management.
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.
- 01Market access
Negative List, licenses and foreign investment model.
- 02Company parameters
City, address, name, business scope, participants, authorities and capital.
- 03Documents
Articles of association, statements, corporate resolutions, identification and certification of foreign documents.
- 04Market registration
Submission to the competent Administration for Market Regulation and obtaining a business license.
- 05Investment 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
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.
Admission, form, city, scope, capital, management and banking profile.
Foreign documents, translations, address, charter and appointments.
Review of the application and issuance of a business license by the competent authority.
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
- 01
Description of products, services, customers, suppliers and geography of payments.
- 02
Intended participants, beneficiaries, director and legal representative.
- 03
Desired city, employees, office, import, export and regulated functions.
- 04
Financial plan for 24–36 months and expected capital amount.
- 05
Bank currencies, countries of counterparties, average bill and expected turnover.
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