La tua situazione

Rispondi una volta: determina la checklist, il consiglio e il processo.

Quattro fasi

Preparare → scegliere → costituire → convivere

01Preparare02Scegliere03Costituire04Convivere
1

Prepara

0 of 8 prepared

A · Investor documents

Why: The application has to prove the investor exists, and foreign documents need authentication before a Chinese registry will accept them.

How: Individual shareholder: passport copy, usually authenticated;Corporate shareholder: certificate of incorporation, articles, register of directors — usually authenticated

Note: Most guides list both routes side by side without saying when each applies. Here you only see the one that matches your investor country.

The Hague Apostille Convention took effect in China on 7 Nov 2023: documents from member states take an Apostille; non-members still need consular legalisation.

B · The company itself

Why: The scope is printed on the licence and the articles. Trading outside it is a penalty; writing it too narrowly means an amendment later.

How: Write the core business together with what you may add later;Licensed activities (food, medical, education) need prior approval

Note: A broad scope covers future lines, but some entries trigger prior licensing and stretch your timeline. Get it right at setup — amending it afterwards is slow and expensive.

Licence fees and timelines are set per sector and per city: a food licence in Shanghai and the same licence in Chengdu are not the same project. Take the current requirements from the local regulator, or from the park where you register.
Sector regulators and local authorities

Why: Name approval is the first gate at the registry.

How: Draft it as city + trade name + industry + legal form;Prepare 10+ alternatives and submit them in your order of preference

Note: Names cannot duplicate an existing one in the same industry, and restricted words get rejected. Approval protects the registered name only — it is not a trademark for your brand, which is filed separately (see step 4).

Why: The articles are the company's internal charter — the registry and the bank both read them.

How: Cover business scope, registered capital, capital contributions, board rules, legal representative and supervisor

Note: Shareholders draft them, but they must sit inside the Chinese legal framework — foreign templates usually stall here.

Why: The address is recorded on the licence and drives which tax and regulatory authority you report to.

How: Provide the lease contract and proof of ownership;Confirm the address can be used for registration before signing

Note: Virtual addresses are common but districts differ on acceptability — this one has no single answer, so confirm it locally.

Why: The legal representative signs for the company and carries its responsibility.

How: Decide who it is and provide ID;Define the term and the limits of authority

Note: The legal representative answers for the company seal and its conduct, and can be personally liable in specific cases — the item most often underestimated.

Why: Governance positions are mandatory fields at registration and there are hard rules on who can also hold what.

How: Decide the director, supervisor and general manager;Issue appointment documents with ID

Note: Legal representative, director and GM may be the same person; the supervisor may not be a director or senior manager — the most commonly mis-filled line.

Legal representative, director and general manager may be the same person; a supervisor may not be a director or senior manager.

Why: Subscribed capital goes into the articles and the licence, and sets both your contribution duty and your outward credit.

How: Size it to what the business actually needs;Plan the contribution schedule inside the 5-year rule

Note: The five-year rule turns the subscribed amount into a real obligation. Set it to what the business actually needs — a large figure is not a harmless placeholder.

Since 1 July 2024, subscribed capital must be paid up within five years of incorporation.
2

Scegli il veicolo

The Foreign Investment Law took effect on 1 Jan 2020 and repealed the three old foreign-investment laws. Since then the organisation form and governance of a foreign-invested enterprise follow the Company Law or the Partnership Enterprise Law — WFOE and JV are descriptions of who owns it, not separate legal forms.
The current version is the 2024 negative list, in force since 1 Nov 2024. Restricted sectors usually mean a foreign equity cap or a Chinese majority — which is why they often force a JV. The list is revised periodically; check the latest NDRC / MOFCOM release before relying on it.
3

Costituisci

WFOE: about 8–16 weeks end to end. Ranges, not promises — actual timing depends on city, industry and documents.

1

Prepare documents

2–4 weeks

What you file: Authenticated investor documents, articles, name alternatives, address documents

Blocker: Authenticating foreign documents is the step that slips most often.

Can run in parallel: Authentication can run alongside name approval

2

Name approval

1–2 weeks

What you file: 10+ alternative names

Blocker: No duplicate names within the same industry.

3

Business licence application

2–4 weeks

What you file: Application form, articles, appointment documents, proof of address

Blocker: Sectors with prior licensing must obtain it first.

4

Seals and bank account

1–2 weeks

What you file: Company/finance/legal-rep seals, basic and capital accounts

Blocker: Bank due diligence depends on the bank and your shareholder background.

5

Tax and social insurance registration

2–4 weeks

What you file: Tax category approval, social insurance and housing fund accounts, invoice application

Blocker: The tax category decides your filing frequency — align it with your bookkeeper early.

Sette cose dopo aver ottenuto la licenza

The seals are what bind the company to contracts and let the bank act on your instructions.

The basic account carries salaries, taxes and daily operations; the capital account is for shareholder injections.

The approved tax category decides how often you file and which invoices you are allowed to issue.

Both accounts must exist before you can legally hire locally — and contributions start from the employee's first month.

Work and residence are two separate permits — the second depends on the first.

The precondition for trading in your own name and receiving foreign currency.

Food, medical, ICP and similar activities are licensed by sector, not by the registration authority.

4

Ciò che resta dopo

Ottenere la licenza non è il traguardo: questi sono gli obblighi che determinano se la società resta in regola.

You may not need to incorporate yet

With 1–2 people testing the market, price it first: the fixed cost of keeping an entity alive (bookkeeping, annual report, social insurance, address) usually exceeds hiring through an EOR. Compare the break-even before you set one up — we do not push everyone to incorporate.

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