Wholly Foreign Owned Enterprise
Consulting WFOE Registration
Register a consulting wholly foreign owned enterprise to sell services to or conduct services from China!
The Easiest WFOE to Open in China
The Consulting WFOE (wholly foreign owned enterprise) is the easiest type of WFOE to incorporate in China as it does not require any additional special licenses. This type of company is able to carry out many different types of services: training, consulting, marketing, legal, sales, software, IT, and much more.
1-2 month registration
No additional licenses
Issue invoices
Eligible for ICP filing
China Consulting WFOE Registration Procedure
1. Preparation
Deciding your company's structure and details.
- Company name in Chinese
- Company name in English (optional)
- Registered address
- Registered capital
- Shareholder/s
- Business scope
2. Document submission
Collection and organizing your company registration application.
- Notarized shareholder/s documents
- Articles of incorporation
- Chinese translations of documents
- Authentication by Chinese embassy
3. Company registration
Application with the administration for Market Regulation (AMR). Your wholly owned foreign enterprise is registered and company chops issued.
- Business license
- Company chop
- Financial chop
- Legal representative chop
4. Corporate Accounts
Opening of your corporate bank account & tax accounts.
- Corporate bank account
- Social insurance account
- Housing fund account
- Tax registration number
5. License applications
Application and issuance of additional licenses if applicable.
- Import / export license
- Food & beverage license
- Alcohol license
- Medicine license
6. Post-registration support
Monthly tax & accounting reports for compliance.
China Company Types
Consulting WFOE
For companies providing services in or from China.
A consulting WFOE is the most simple foreign-owned legal entity to set up. No additional licenses or certificates are needed.
Trading WFOE
For companies importing into or exporting out of China.
Trading WFOEs are essentially consulting WFOEs armed with an import/export license and other licenses for specialty products. Trading companies can take advantage of Free Trade zones in Shanghai & Guangdong.
Manufacturing WFOE
For companies conducting manufacturing operations in China.
A manufacturing Wholly Foreign Owned Enterprise is a highly specialized WFOE that has passed safety and environmental government examinations in order to manufacture products in China. Ideal for assembling final or intermediate goods.
Representative Office
For companies conducting nonprofit activities.
A representative office is ideal for a nonprofit operation such as on-site customer support for existing clients, field research and/or marketing.
Joint Venture
For companies with foreign and Chinese shareholders.
A joint venture (JV) is a company with both foreign shareholders and Chinese shareholders. As of 2021, there is no % ownership limitation of any party in the JV. JVs are able to operate in more restrictive and higher liability business sectors within China.
Our Working Process
Consultation & Proposal
We (can) advise you on the best solution for your business model and send you our comprehensive proposal.
Signing & Payment
After reviewing the proposal, we sign the service contract and receive your payment.
Preparing Documents
We send you an application form as well as the list of documents we need from your side.
Restricted Foreign Services in China
Foreign companies are generally allowed to engage and offer most types of services in China with exception of a few. The following are restricted, meaning they can only operate with a Chinese partner, AKA a joint venture where that is at least >50% Chinese owned.
Education
A school or university, even private school, may foreign owned. It must be a majority Chinese-owned joint venture (JV) and the school’s headmaster must be a Chinese national as well.
Construction
A consulting WFOE may provide architecture and design services, but may not directly provide any construction services in mainland China.
Ship repair, design & contruction
Due to the legal implications and risks involved with liabilities in case of design flaws in regards to safety, foreign companies may not design or repair ships.
Telecommunication
A school or university, even private school, may foreign owned. It must be a majority Chinese-owned joint venture (JV) and the school’s headmaster must be a Chinese national as well.
Medical Institutions
Hospitals and private clinics cannot be wholly foreign owned. Joint ventures are allowed.
Oil & Gas Exploitation
WFOEs may not exploit oil and gas reserves within China’s territory. A joint venture is however allowed to carry out such operations.
Incorporation FAQs
What are the types of companies that foreigners can register in China?
Foreigners can register several types of companies in China, including:
- Wholly Foreign-Owned Enterprises (WFOEs): Fully owned by foreign investors.
- Joint Ventures (JVs): Partnerships between foreign and local investors.
- Representative Offices (ROs): A liaison office without independent business rights.
What are the basic requirements to register a company in China?
Key requirements include:
- A unique company name (approved by the local Administration for Market Regulation).
- Stated registered capital (varies by business type).
- A physical office address in China.
- Legal representatives and shareholders’ information.
- A business scope aligned with Chinese regulations.
How long does it take to register a company in China?
The entire process typically takes 1-3 months, depending on:
- The business structure.
- Completeness of documents.
- Specific location and administrative efficiency.
What is a WFOE, and why is it popular among foreign investors?
A Wholly Foreign-Owned Enterprise (WFOE) is a legal entity fully owned by foreign investors. It’s popular because:
- It allows full control over operations.
- It can issue invoices (fapiao) and engage in profit-making activities.
- It protects intellectual property.
- It permits hiring staff directly.
How much registered capital is needed to open a company in China?
China does not mandate a minimum for many industries, but having sufficient capital demonstrates financial strength.
The registered capital amount varies based on industry and business location.
- For general consulting WFOEs, RMB 100,000 to RMB 500,000 is common.
- For manufacturing, logistics, or trading, it can exceed RMB 1 million.
Can I register a company in China without being physically present?
Yes, in many cases, you can delegate the process to a local firm like FDI China. However, for opening a bank account, personal presence is required.
Do I need a Chinese partner to start a business in China?
No, you don’t need a Chinese partner to register a WFOE. However, if you opt for a Joint Venture (JV), you must collaborate with a Chinese entity.
What is the role of a legal representative in a Chinese company?
The legal representative is the person who has the authority to act on behalf of the company. They:
- Sign key documents.
- Represent the company in legal and financial matters.
- Are responsible for the company’s compliance.
This person can be a foreigner or a Chinese citizen.
What is a business scope, and why is it important for company registration?
The business scope defines the activities your company is legally allowed to perform in China. For example, “import/export trade” or “IT consulting services.”
A well-defined business scope ensures compliance and prevents issues during tax filing or licensing.
Can a foreign company own property in China?
Yes, a foreign company can own property in China if it is registered locally as a WFOE or JV. Representative Offices (ROs), however, cannot directly own property.
Do I need a commercial ICP license to operate a business website in China?
Yes, if you plan to run an e-commerce website or any profit-generating online platform, you must obtain a commercial ICP license. Non-profit websites only require a standard ICP filing.
Can I register a company in China and hire foreign employees?
Yes, foreign companies can hire both local and foreign employees. To hire foreign staff, the company must provide a work permit and assist with the visa process.
What are the post-registration compliance requirements?
Once registered, a company must:
- File taxes monthly & quarterly.
- Maintain proper accounting and auditing.
- Follow labor laws for employee contracts and social insurance.
Can a company in China send funds overseas?
Yes, a company in China can send funds overseas.
The process depends on the nature of the transaction.
Payment for Goods or Services
- Requirements:
- A valid contract or invoice.
- Proof of goods received or services rendered (e.g., customs declaration, shipping documents).
- Proper documentation for foreign exchange approval.
Dividends Repatriation
- Requirements:
- The company must complete annual financial audits and profit distributions.
- Corporate income tax must be settled.
- Submission of supporting documents, including the audited financial report, board resolution, and tax payment certificates.
Royalties and Licensing Fees
- Requirements:
- A licensing or technical service agreement.
- Tax clearance or proof of withholding tax payment.
- SAFE approval, depending on the amount.
Employee Salaries and Benefits
- Requirements:
- Work permits and contracts for foreign employees.
- Tax clearance certificates.
What restrictions exist on foreign ownership and investment for certain industries?
China uses a Negative List for Foreign Investment to outline restricted and prohibited industries.
- Restricted industries: Foreign ownership may be limited to a joint venture with Chinese partners or capped at a certain percentage.
- Prohibited industries: Foreign investment is outright banned.
Examples include specific areas of telecommunications, education, and cultural industries. Always review the latest Negative List as it is periodically updated.