ENTER CHINA

Establish your business in China with the right structure from the start.

Entering China is not just about registering a company. The structure you choose will affect how you hire, invoice, pay tax, move funds, work with partners and grow.

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OPING helps foreign investors understand the legal framework, choose the right structure and establish a business that can operate properly from day one.

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How China’s foreign investment framework has evolved

For many years, foreign-invested businesses in China operated under separate laws depending on their structure — including the laws governing Wholly Foreign-Owned Enterprises, Equity Joint Ventures and Cooperative Joint Ventures.

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That changed with the Foreign Investment Law, which took effect on January 1, 2020. The previous three foreign-investment laws were repealed, and foreign-invested enterprises became subject to a more unified framework. Existing FIEs were given a five-year transition period, ending on December 31, 2024, to bring their governance structures into line with the Company Law or Partnership Enterprise Law where required.

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In practical terms, this means that the traditional labels such as “WFOE” are still commonly used in business, but the legal framework is now built around the broader concept of a foreign-invested enterprise, governed principally by the Foreign Investment Law and the Company Law.

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The 2024 Company Law changes

A major further change came with the revised Company Law, effective July 1, 2024.

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For newly established limited liability companies, shareholders generally must now contribute their subscribed registered capital within five years of incorporation, unless another law or regulation provides otherwise.

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Existing companies are also subject to transition rules. Companies registered before June 30, 2024 whose remaining capital contribution period would extend beyond five years from July 1, 2027 generally need to adjust that timetable by June 30, 2027.

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For foreign investors, this makes registered capital planning more important than before. The amount should reflect the company’s real business plan, operating costs and funding needs — rather than being treated as a purely administrative number.

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Choosing the right structure

For most foreign investors, the main options include:

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Foreign-invested company
For businesses planning to conduct commercial activities in China, employ staff, issue invoices and generate revenue locally.

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Representative Office
For companies that need a limited presence for liaison, market research or promotional activities but do not intend to conduct direct revenue-generating business.

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Joint Venture
Where a Chinese partner is commercially desirable or required for a particular sector or business model.

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The right choice depends on what the business actually intends to do in China.

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What we help you determine before incorporation

Before establishing the company, we look at questions such as:

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• What activities will the company conduct?

• What business scope and licences may be required?

• How much registered capital is appropriate?

• How and when should that capital be contributed?

• Will the company employ foreign or Chinese staff?

• Will it import, export or distribute products?

• How will it invoice customers and receive revenue?

• How will profits or other funds move between China and the overseas parent?

• Does the proposed activity fall within any foreign-investment restrictions?

• Could the company qualify for R&D or high-tech incentives?​

 

We can help with

• Market entry and corporate structuring

• Foreign-invested company formation

• Representative office registration

• Joint ventures and shareholder arrangements

• Registered capital planning

• Company registration and business licensing

• Bank account opening

• Tax registration, accounting and compliance

• Employment, work permits and visas

• Customs and import/export registration

• Commercial contracts and regulatory support

• R&D and technology incentive planning

• Ongoing legal, tax and corporate support​

 

More than company registration

Since 2002, OPING has helped foreign companies establish and operate in China.

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We coordinate legal, tax, accounting, banking, employment and regulatory matters so clients do not have to manage multiple advisers independently.​

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Our objective is not simply to register your company. It is to help you establish a China operation that works.