1. Preparations Before Establishing the Company

1.1 Pre-Establishment Feasibility Review

Before initiating the registration process, you should first verify whether the industry in which the proposed project operates complies with the foreign investment access rules. Consult the Special Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition) to classify the project: for prohibited industries, foreign natural persons may not invest; for restricted industries, the conditions set out in the list must first be satisfied, and some industries additionally require a pre-approval from the competent industry authority; for industries outside the negative list, no pre-approval from the commerce authority is required — only a foreign investment information report must be completed.

A foreign investor cannot be registered as an investor in an individually owned business or a sole proprietorship enterprise. When a foreign natural person establishes a new for-profit commercial entity in mainland China, the mainstream vehicle is the limited liability company; alternatively, a foreign-invested partnership may be chosen.

1.2 Documents Required for Registration

1. Identity documents of the foreign natural person shareholder. A copy of the foreign natural person’s passport is generally required to be notarized by a notary public in the country of nationality and authenticated by the Chinese embassy or consulate in that country; where the country of nationality is a contracting party to the Hague Convention, apostille certification may be used in lieu of consular authentication. Those who hold a Foreigner’s Permanent Residence ID Card may submit that document directly, without notarization or authentication. A Chinese translation of the passport should be provided; the translation is generally required to bear the special seal of a translation agency, and the specific standard should be confirmed with the local market registration authority. Identity documents of foreign directors, supervisors and the legal representative should be prepared in accordance with the same notarization and authentication rules.

2. Proof of business premises. Materials evidencing a lawful business premises in mainland China, including the property ownership certificate or the lease agreement for the premises. The registered address must be able to receive and verify correspondence sent by administrative authorities.

3. Articles of association. Signed by the foreign shareholder, setting out such matters as the company name, registered address, registered capital, business scope, organizational structure, legal representative, method of capital contribution, contribution period and contribution currency. Capital contributions may be made in foreign currency or in RMB.

4. Appointment documents for directors, supervisors and the legal representative. Setting out the appointment of the relevant personnel and confirmed by the signature of the shareholder. Identity documents of foreign appointees should be prepared in accordance with the notarization and authentication requirements described above.

5. Registered capital arrangements. The formation of a company in China operates under a subscribed capital system; apart from certain industries that are subject to a statutory minimum capital requirement, there is no mandatory minimum registered capital. The method of contribution, contribution period and contribution currency should be specified in the articles of association.

2. Enterprise Name Filing and Review

The applicant self-declares the enterprise name on the online registration platform of the local market regulation authority. An enterprise name is generally structured in the order of administrative division, trade name, industry and “Co., Ltd.”, and a letter of commitment for the self-declaration of the name must be submitted. Once the name is approved, a name reservation certificate is issued, and the name must be used within the validity period of the reservation.

3. Foreign Investment Information Report

Since the implementation of the Foreign Investment Law of the People’s Republic of China, the establishment of foreign-invested enterprises in sectors outside the negative list is no longer subject to pre-approval; instead, a foreign investment information reporting system applies.

When handling the establishment registration, or after registration is completed, a foreign investor may submit an initial information report through the Ministry of Commerce’s online foreign investment information reporting system, providing such information as the basic information of the investor, the industry of investment, registered capital, source of funds and business scope. The foreign investment information report is a filing of a declaratory nature rather than an administrative approval, and the accepting authority does not conduct a substantive review of the content of the report.

If the project falls within a restricted sector on the negative list and the competent industry authority has imposed a pre-approval requirement, the industry license document should first be obtained before handling the establishment registration.

4. Establishment Registration with the Market Regulation Authority and Issuance of the Business License

Once all the preparatory work described above is complete, the applicant submits the registration application online through the local enterprise registration business system. In addition to the basic materials already prepared, registration-specific documents must also be submitted, including the application for company establishment registration and the negative list commitment form for the establishment registration of a foreign-invested enterprise; where the project involves a pre-approved business, the approval document issued by the competent industry authority should also be submitted.

The registration authority conducts a form review of the materials submitted. Where the materials are complete and conform to the statutory form, the establishment registration is approved. Upon approval, the applicant obtains the business license. The paper business license and the electronic business license have equal legal effect.

5. Follow-Up Procedures After Obtaining the Business License

5.1 Engraving and Filing Company Seals

With the business license and the legal representative’s identity document, engage a seal-engraving agency that holds public security filing qualification to engrave the company seal, the financial seal, the legal representative’s seal, the invoice seal and other seals.

5.2 Tax Information Confirmation

After obtaining the business license, complete information confirmation with the tax authority as required, handle tax type determination and invoice application, and sign the tripartite agreement on tax payment. Foreign investors who derive cross-border income such as dividends and interest should comply with China’s rules on cross-border taxation.

5.3 Foreign Direct Investment (FDI) Foreign Exchange Registration

Where a foreign investor contributes capital in foreign currency, the enterprise, after obtaining its business license, entrusts a bank to handle the foreign direct investment foreign exchange registration and opens a foreign exchange capital account for receiving investment capital remitted from abroad. This registration is handled directly by commercial banks and does not require prior approval from the foreign exchange authority. The settlement and use of the capital funds are subject to the rules on foreign exchange administration under the capital account.

5.4 Opening a Corporate Bank Account

With the business license, the filed seals and the legal representative’s identity document, go to a commercial bank to open a RMB basic deposit account; where foreign currency investment funds need to be received from abroad, a foreign exchange capital account should be opened at the same time.

6. Ongoing Statutory Obligations After Establishment

After its establishment, the company must fulfill ongoing statutory obligations, including but not limited to the following:

1. Reporting obligation for foreign investment information. During the life of the enterprise, upon the occurrence of changes or deregistration, updated information reports should be submitted promptly, and the annual foreign investment information report should be filed on time.

2. Annual reporting obligation for market entities. Submit an annual market entity report on the National Enterprise Credit Information Publicity System each year.

3. Industry licensing obligation. Where the business scope includes post-approval licensed business items, the enterprise should obtain the corresponding industry license before commencing the relevant business activities.

4. Obligation to use capital funds in compliance. The use of capital funds must comply with the rules on capital account foreign exchange administration, and funds may not be transferred in violation of the rules.

7. Key Legal Risk Alerts

1. Risk of defects in the notarization and authentication of identity documents. If a foreign natural person’s passport has not been notarized and authenticated as required, the registration authority may decline to accept the establishment application. Those who hold a Foreigner’s Permanent Residence ID Card are exempt from notarization and authentication.

2. Risk of a false commitment on the negative list. Making an untruthful commitment as to the sector of investment is unlawful; the regulatory authority may take action in accordance with the law and, in serious cases, may revoke the registration and impose penalties.

3. Risk of a false registered address. If the enterprise cannot be reached at the registered address, it will be included in the list of enterprises with abnormal operations.

4. Risk of shareholders’ capital contribution liability. The subscribed capital system does not exempt shareholders from their contribution obligations; in the event of debt disputes or bankruptcy, shareholders must bear corresponding liability up to the limit of their subscribed capital contributions.

This article is provided for general reference only and does not constitute legal advice or a conclusion of legal consultation. The establishment of a foreign-invested enterprise involves case-specific factors such as industry access requirements, notarization and authentication, foreign exchange and taxation, and local registration practice, and actual procedures may differ depending on the circumstances of each case. If you intend to establish a company in China, we recommend that you consult a qualified lawyer or the relevant competent authorities in light of your own circumstances so as to obtain professional guidance tailored to your specific case.Read more in our legal insights.

Legal Basis

1. Foreign Investment Law of the People’s Republic of China

2. Regulations on the Implementation of the Foreign Investment Law of the People’s Republic of China

3. Company Law of the People’s Republic of China

4. Regulations of the People’s Republic of China on the Administration of Market Entity Registration

5. Implementation Rules for the Regulations of the People’s Republic of China on the Administration of Market Entity Registration

6. Special Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition)

7. Notice on Implementing the Foreign Investment Law and Doing a Good Job in the Registration and Incorporation of Foreign-Invested Enterprises, issued by the State Administration for Market Regulation

8. Measures for the Reporting of Foreign Investment Information

Published: October 1, 2026

By Siqi Ma , Attorney at Law