China Regulation Guide: Setting up and running a local entity in China

March 17, 2025
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China Regulation Guide: Setting up and running a local entity in China

We are delighted to share a new virtual China Guide with you! The Regulation Guide to WFOE Establishment, Registration and Liquidation is a reader friendly resource to enhance your know-how of setting up and running a Wholly Foreign Owned Entity in China.

What you’ll find in the guide:

Updated practical and regulatory information on:

» WFOE in general – what, why, when and for whom

» WFOE pre-licensing process

» WFOE management

» WFOE shutdown

Who is it for?


»
Foreign managers in China – learn the ins & outs of WFOE requirements

» HQ managers – increase your involvement in your China subsidiary

» Planning a China market entry? explore the preparations and considerations for the move

 

 >>>READ THE GUIDE<<<

For more information or operative support in China, feel free to contact us.

Need help with your business operation in China?

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Q&A about Company Registration and the Setup Process in China

What are the mandatory positions required in a WFOE in China, and what are their responsibilities?

  1. Shareholders

    Shareholders exercise ultimate authority within a China WFOE, establishing organizational objectives, defining policies, and appointing leadership. They bear responsibility for contributing the entity’s registered capital.

    Executive Director/Board Structure

    Directors implement the strategic agenda outlined by shareholders. Boards typically comprise an odd number of members (1, 3, 5), with a chairperson appointed for boards of three or more.

    Legal Representative

    The Legal Representative holds executive authority to act on behalf of the company and bears personal liability for organizational compliance. This position carries exceptional responsibility and decision-making power.

    Recent regulatory changes (July 2024) allow greater flexibility in appointing legal representatives, permitting them to serve in various leadership capacities and giving international companies more options for trusted appointments.

    Read more about The Practical Meaning of A Company’s Legal Representative in China

    Financial Officer

    This position carries responsibility for financial compliance, reporting accuracy, and regulatory timeliness. While not performing comprehensive CFO functions, financial literacy is beneficial for this role.

    Tax Authority Liaison

    This individual manages routine interactions with tax authorities, handling invoice procurement, tax filings, and document management. They require local contact information and Chinese language proficiency.

    Recommended Additional Positions

    General Manager

    The General Manager oversees daily business operations, supervises activities, and maintains Board communication.

    Supervisory Role

    The Supervisor monitors executive performance and prevents authority misuse. This position cannot be filled by managers but can be held by shareholders or junior employees.

    Data Protection Officer

    This specialist ensures compliance with China’s evolving data security regulations, maintaining current knowledge of requirements and ensuring organizational adherence.

What are the three main types of WFOE?

Manufacturing WFOE: Expected to set up manufacturing in China, and allowed also to trade and provide consultation services.

Service/consulting WFOE: Allowed only to provide consulting services within specific industries in China.

Trading WFOE or FICE (Foreign-Invested Commercial Enterprise): Allowed to trade, wholesale, retail or franchise in China. This type of WFOE is eligible to apply for a customs license which allows engaging in import-export processes independently.

What do I need to prepare for setting up a company?

  • Collect documents according to the list provided by the agent.
  • Appoint the WFOE’s key functions: Legal Rep, GM, Supervisor, Directors, Chairman.
  • Determine the amount of registered capital and total investment amount.
  • Determine the required business scope.
  • Prepare the Article of Association that is suitable for your specific business.
  • Present a shareholders’ chart.

What is a "Registered capital" for a WFOE in China?

When setting up a company in China, the company needs to indicate its registered capital amount. The registered capital refers to the total capital contribution and form to be paid-in by shareholders. Registered capital is publicly disclosed on the company’s business license and related government databases.