A foreign-owned company, registered to survive inspection
WFOE, joint venture or representative office — the structure decides what you can invoice, hire and repatriate. We check the negative list first, then file.
- 2–4 wksLicence to bank account
- 0Minimum capital in most sectors
- 5 yrsPaid-in window under the 2024 Company Law
- RMB 0Government fees for registration
Four structures, four very different outcomes
Pick by what you need to do, not by what is cheapest to register.
| Structure | Can invoice & collect | Liability | Capital | Typical timeline | Fits |
|---|---|---|---|---|---|
| WFOE — wholly foreign-owned | Yes | Limited to capital contributed | Subscribed, paid within 5 years | 3–4 weeks | Consulting, trading, software, most service businesses |
| JV — Sino-foreign equity joint venture | Yes | Limited to capital contributed | Negotiated with the Chinese partner | 6–10 weeks | Sectors with a foreign-share cap, or where a local partner opens doors |
| RO — representative office | No — cannot invoice or receive payment | Parent company carries it | None, but a operating fund is required | 3–5 weeks | Market research and liaison only. Staff must be hired through a dispatch agency |
| FICE — foreign-invested partnership | Yes | General partners are personally liable | Agreed between partners | 4–8 weeks | Funds, professional services, structures that need flexible profit sharing |
A representative office looks cheap and is the wrong choice for anyone who intends to invoice a Chinese client. We will say so on the first call.
From name check to a working bank account
Name approval
Three to five candidate names, format: Shanghai + brand + industry + Co., Ltd. Done online, one working day, free. Rejections are usually a trademark clash or a restricted word.
Documents & legalisation
Passport copies for individual shareholders; for corporate shareholders, the certificate of incorporation, articles and board resolution, legalised. Since China joined the Apostille Convention in November 2023, most countries can use an apostille instead of consular legalisation.
Business licence
Filed with the Shanghai AMR, together with the foreign investment information report. Three to five working days if the scope and address are clean.
Chops & bank account
Four chops carved, then the basic RMB account. The legal representative must attend in person at most banks, and a few still ask for the office lease and a photo of the premises.
Tax registration & invoicing
Tax bureau registration, tax type approval, invoice (fapiao) system setup, and the digital tax token. This is also when bookkeeping starts — whether or not you have revenue.
Foreign exchange & capital
FDI registration at the bank, capital account opened, capital contributed and settled. Getting this right the first time avoids a blocked repatriation two years later.
What the 2024 Company Law changed
Subscribed capital must be paid in within five years of incorporation. Existing companies have until 30 June 2027 to adjust their articles to fit.
Most sectors no longer have a minimum. In practice, Shanghai banks and the work permit desk look at whether the capital is proportionate to the business: a RMB 10,000 consulting company applying to sponsor two foreign employees raises questions.
Capital arrives in a foreign currency into the capital account, is settled into RMB, and is spent on permitted items. Spending it on something unrelated to the business is treated as a violation, not a shortcut.
The address is the part people underestimate
A registered address must be a real commercial premises with a lease, a property certificate and a filing record. Shanghai no longer accepts park addresses with no actual workspace.
Three separate parties verify it: the AMR may visit, the tax bureau checks that business actually happens there, and the bank photographs the door and the desk during onboarding.
We provide the office ourselves. That means the lease is in your company's name, the reception knows your company name, and someone is physically present if an inspector arrives.
What to prepare before you start
- PassportAll shareholders, the legal representative and the supervisor. Clear colour scans of the photo page, not cropped.
- Name candidatesThree to five, in the local format. Avoid words that suggest finance, education or medical unless you hold the licence.
- Business scopeWritten in the standard catalogue wording. This decides your tax rate, whether you need a licence, and whether you can export.
- Capital & shareholdingAmount, currency and percentages. Decide before the articles are drafted, not after.
- Address documentsLease and property certificate. We supply these if you take an office with us.
- Legalised corporate documentsOnly if a company is a shareholder: certificate of incorporation, articles, board resolution, apostilled or consular-legalised, with Chinese translation.
Four reasons an application bounces
Scope too broad
Writing “import and export of all goods” plus “technical consulting” plus “e-commerce” in a first application invites a request for supporting documents. Start narrow, add later.
Address does not match
The lease says one floor, the property certificate says another, and the bank sees a third. Every document must describe the same square metres.
Legal representative abroad
Some banks still require the legal representative in person. If you cannot travel, we plan the account opening around a visit rather than promising remote onboarding.
Capital not contributed
A company with zero paid-in capital can register, but the work permit and the bank will both ask about it. Fund the account before applying for the permit.
Company setup questions
Can a foreigner own 100% of a Chinese company?
Do I have to be in Shanghai to register?
How much does it really cost?
Can I change the business scope later?
What if the authority rejects the name?
Start with a 20-minute call
One short reply with a written scope and price. No obligation, no sales sequence.