Registering a company in China as a foreign investor

A foreigner can own all of a Chinese company. The Foreign Investment Law, in force since 1 January 2020, defines a foreign-invested enterprise as one registered inside China under Chinese law, wholly or partly invested by a foreign investor (art. 2, promulgated 15 March 2019), and leaves its organisational form to the Company Law and the Partnership Enterprise Law (art. 31).

The vocabulary changed with it. The Equity Joint Venture Law, the Wholly Foreign-owned Enterprise Law and the Cooperative Joint Venture Law were repealed on 1 January 2020 (art. 42). The registry now records a domestic company type and notes the foreign investment, so “WFOE” and “joint venture” describe who owns the shares rather than a registration category (SAMR notice 国市监注〔2019〕247号, item 9, 28 December 2019).

Access turns on the negative list. The 2024 edition took effect on 1 November 2024, cutting the restrictions from 31 items to 29 and the manufacturing entries to zero (order 23, gazette text, 6 September 2024; release, 8 September 2024). The two deleted entries were the Chinese-controlling requirement in publication printing and the ban on investing in certain processing technology for traditional Chinese medicine. Outside the list, domestic and foreign capital are treated alike (art. 28).

Sources: negative list 2024, Chinese text on NDRC (PDF), items 1 to 29, in force 1 November 2024; wording read in the MOFCOM English text (PDF), whose numbering matches.

Which forms a foreign investor can register

The Company Law’s 2023 revision, in force since 1 July 2024 (art. 266), has no section for one-person companies and sets no cap on single-shareholder companies per person; article 42 allows a company with a single shareholder. The joint stock company is the harder form, because half the promoters must be domiciled in China (art. 92). A partnership is closed wherever the list imposes an equity condition, and three entity types are closed to overseas investors altogether.

Who registers it, where

The Market Entity Registration Regulation, State Council order 746, in force since 1 March 2022, sets the framework: SAMR runs registration nationally, and the department that carries out registration work at county level and above is the registration authority (arts. 5 and 6). For a foreign-invested enterprise, registration sits with SAMR or the local departments it authorises, a list SAMR must publish (Implementing Regulations, art. 37, State Council order 723, in force 1 January 2020; Implementing Rules, art. 4, SAMR order 52), and each handles the companies in its own district (247号, item 14).

The published list held 886 departments when I read it on 2026-10-12 (SAMR list). The page states no total: 886 is my count of its numbered entries, which run 1 to 886 without a gap. Shanghai has four, Jiangsu eighty-six.

Three gates stand in front of the file.

The foreign investment information report is filed at the same window and is not a precondition for the registration (Information Reporting Measures, art. 9, MOFCOM and SAMR order 2, in force 1 January 2020; 247号, item 3).

What you file

SAMR publishes one national materials list for company establishment registration, and article 16 of the regulation is its statutory basis (art. 16; materials list 2022).

The list states the route for a foreign investor’s identity document.

Sources: materials list 2022, item 3 and explanation 6; Implementing Rules, art. 24.

Identity is verified through the registry’s real-name system, by facial recognition, for the legal representative, the shareholders, directors, supervisors and senior managers, the liaison officer, the recipient of legal documents and any agent; where that fails for a special reason, the file takes a notarised identity document, or the person attends in person (Implementing Rules, art. 16). Someone whose liberty is restricted may use whatever method the state organ allows (Company Registration Measures, art. 17).

The address is single, and provinces may write more permissive rules (Registration Regulation, art. 11). Proof of lawful use is required unless the registry verifies the address through shared data instead (Company Registration Measures, art. 18).

Registered capital, and the five-year clock

Capital is subscribed rather than paid up front, and registered in renminbi (Registration Regulation, art. 13). A foreign-invested enterprise may express its capital in renminbi or in any freely convertible currency, converted at the central bank’s mid rate on the day of payment (Implementing Regulations, art. 37; 247号, item 8).

Article 47 also gives way to other laws and State Council decisions on minimum capital, paid-in capital and contribution deadlines (art. 47). The Company Law sets no figure for an ordinary limited liability company; sector laws do. A national commercial bank needs 1bn yuan of paid-in capital, a city commercial bank 100m yuan, a rural commercial bank 50m yuan (Commercial Bank Law, art. 13).

For companies already on the register on 30 June 2024 the timetable is fixed, and the registry can refuse a registration where capital, contribution period or amount is plainly abnormal and the company refuses to adjust (order 784, art. 2; Company Registration Measures, arts. 8 and 19).

The clock, and the cost

The statutory clock starts when the papers are in order and covers the registry’s own work only (Registration Regulation, art. 19; Implementing Rules, art. 18). The national figures in the table come from (国发〔2021〕30号, 14 December 2021); the Shanghai ones from (Shanghai Online Business Registration; Shanghai service item, both read 2026-10-12).

Two things sit outside that clock. Notarisation, legalisation and translation happen abroad before the file goes in, and a licensed activity needs its licence first. Seals, invoice issuing and tax-control equipment, employee social insurance enrolment and the housing fund registration are separate procedures, folded into one online platform by a 2021 six-department notice (国市监注发〔2021〕24号, 16 April 2021).

What you get

The 18 characters have five parts, in this order.

Source: National Unified Social Credit Code Data Service Centre, 23 October 2018.

Seals, invoice issuing and tax-control equipment, employee enrolment, the housing fund registration and a bank account all sit outside the licence. A foreign-invested enterprise also files an annual investment information report between 1 January and 30 June through the publicity system, covering the investor and its actual controller, and the sector licence where the negative list applies (Information Reporting Measures, arts. 14 and 15).

Checking a company in the official system

The public register is the National Enterprise Credit Information Publicity System, www.gsxt.gov.cn, which SAMR organises (Enterprise Information Publicity Regulation, art. 5, State Council order 654, in force 1 October 2014, revised 10 March 2024).

Two consecutive missed annual reports plus being unreachable at the registered address let the registry revoke the licence. False publicity brings a fine of 10,000 to 50,000 yuan, or 50,000 to 200,000 yuan in serious cases, a place on the serious illegal and dishonest list, and a three-year bar on the legal representative holding those posts elsewhere (Enterprise Information Publicity Regulation, art. 18).

Anyone may ask about published information and gets a written answer within 20 working days (art. 13). Reading the site is separate from that right: SAMR moved queries to real-name registration and login, giving crawler defences as the reason (SAMR, 27 November 2021).

Two checks work without the website. A counterparty can scan an electronic licence in the e-licence mini-program, which connects to SAMR’s verification system; the barcode, QR code and verification number last five minutes. The first claim is made by the legal representative, through real-name authentication that asks for a name and a Chinese ID number; where that fails, the manual sends the person to the local registry with a scan code. A static entity code can be printed and posted at the premises, and scanning it returns the licence face, the company’s status and who generated the code (Electronic Business Licence User Manual, SAMR).

How I checked this

Everything was read on 2026-10-12, in the current consolidated texts: the Company Law as revised on 29 December 2023 and in force 1 July 2024, the Market Entity Registration Regulation as printed in the 2021 State Council gazette, its implementing rules as SAMR order 52, the Company Registration Measures as SAMR order 95 in force 10 February 2025, and the Enterprise Information Publicity Regulation as revised on 10 March 2024.

The negative list is cited from NDRC’s Chinese PDF of order 23; I read the wording in the English text hosted on MOFCOM’s investment site, which carries a “Lawinfochina, for reference only” credit, and checked its numbering against the Chinese original. Except for the Foreign Investment Law and its implementing regulations, which have official English versions on the National People’s Congress and State Taxation Administration policy library sites, the texts are Chinese and the translations are mine.

SAMR’s list of authorised departments sits on a non-standard port of samr.gov.cn, and the page states no total, so 886 is my count of its numbered entries. The Shanghai figures are first-party but local, and they are the only fee and local-clock statements I found with a number attached. The 2019 notice on the publicity system (国市监信〔2019〕142号, 19 July 2019) is cited from a city market-regulation reprint, because I could not open it on samr.gov.cn.

What I could not check

• The live query page. From this network, www.gsxt.gov.cn returned an environment-check page instead of a search form, in a browser and over the proxy, so my account of what it holds rests on the regulation and on SAMR’s notices.
• Whether a foreign passport can complete the real-name registration SAMR introduced for queries in November 2021. The announcement does not list accepted identity documents, and I could not open the form.
• Whether a foreign legal representative can claim the electronic licence in the mini-program. The fallback is a visit to the local registry.
• A national fee schedule. The only no-charge statement I found is Shanghai’s, so I cannot say that no fee applies everywhere.
• The notarisation exceptions in practice. Two are written into the materials list; whether a given registry applies the passport exception without asking for more, I cannot test.
• Whether an apostille replaces consular legalisation. The materials list defers to treaties, and no registry page I found says what that means for a country that issues apostilles.
• How long foreign documents take. The three-day and six-day clocks cover the registry’s own work only; no official page I found puts a duration on notarisation, legalisation and translation.
• Sector minimums beyond banking. The carve-out in article 47 of the Company Law sends the reader to other laws, and I checked one of them.