WFOE registration in China (2026 guide)

Setting up a Wholly Foreign-Owned Enterprise (WFOE) in China in 2026 can be a strong market-entry move, especially if your sector is open under the current foreign investment framework and your operational plan matches local regulatory practice. That said, registration is still a documentation-heavy process where small inconsistencies (business scope wording, notarization/apostille, address proof, role appointments) can cause avoidable delays.

If you’re still validating whether China is the right market-entry path, start here: /{locale}/blog/china-market-entry-strategy-foreign-smes

If you want a pre-review of your dossier (business scope + documents + timeline), talk to us: /{locale}/contact?service=registration

1.TL;DR

Policy landscape: Incentives and restrictions vary by sector and by city/zone. Treat “encouraged industries” and the Negative List as a starting point, then confirm local implementation.

Capital & governance: Under current company law and enforcement practice, capital contribution timelines and governance roles (Legal Rep vs Supervisor) matter. Plan capital realistically and set roles correctly to avoid future liability and rework.

Execution risk: Most delays come from avoidable issues—document authentication (apostille/legalization), mismatched names/addresses, and business scope wording that triggers manual review. A pre-check saves weeks.

2.Who this is for

Foreign SMEs & startups planning a fully controlled China entity.

Manufacturing investors (manufacturing is broadly open, but confirm product-specific licensing).

Service-sector entities (consulting/tech/trading) needing clarity on restrictions and licensing.

Existing Representative Offices upgrading to a revenue-generating structure.

C-suite executives & legal counsels needing an up-to-date checklist for internal approvals.

3.Key checklist

Before engaging with authorities, prepare the following:

Shareholder documents (ID/corporate docs) authenticated correctly for use in China (apostille or consular legalization depending on jurisdiction and current rules).

A clear business scope aligned with official wording (this is a top cause of delays).

Registered address proof (lease + landlord property certificate; banks often require a site check).

Appointments: Legal Representative, Supervisor, and (if needed) Executive Director/Manager.

A realistic capital plan (amount + contribution schedule) consistent with your business scope and compliance expectations.

Internal “operating model” decisions: hiring plan, invoicing (fapiao) needs, import/export, data/IT footprint.

4.Step-by-step / How it works

The WFOE registration process is increasingly digitized, but still rigorous. A typical workflow looks like this:

Name reservation (online): Submit 3–5 proposed names via the local SAMR/AMR system. Names usually follow: City + Trade Name + Industry + Co., Ltd. Typical review: 1–3 working days.

Foreign investment information reporting (integrated): For most sectors this is filing/reporting rather than “approval”, but it’s still mandatory and is typically handled as part of, or closely tied to, the business registration process.

Submit registration materials: Articles of Association, appointment letters, address proof, and authenticated shareholder documents to the local AMR.

Business license issuance: Once approved, AMR issues the Business License (multi-license integration). This is the legal birth of the entity.

Carve and register company seals (chops): Company chop, finance chop, legal rep chop, and invoice chop via designated channels.

Bank account opening: Open a basic RMB account (and other accounts as needed). Banks may require an onsite inspection and compliance interview.

Tax + social security setup: Taxpayer status setup (general vs small-scale, if applicable), invoicing readiness, and social security accounts for hiring.

Pro tip: If you’re deciding whether a WFOE is the right structure vs a JV or Representative Office, read: /{locale}/blog/wfoe-vs-jv-vs-rep-office

5.Documents / Inputs (if applicable)

Preparing documents correctly is the single biggest factor in timeline success. All foreign-language documents typically require a Chinese translation, and foreign documents usually need authentication (apostille/legalization) depending on the issuing country and current rules.

For corporate shareholders (typical):

- Certificate of Incorporation (original or certified copy)

- Articles/Bylaws

- Board Resolution approving the China investment and appointing key roles

- Power of Attorney for your local agent (if using one)

For individual shareholders (typical):

- Passport copy (authenticated as required)

- Proof of address (sometimes requested)

China-side documents (typical):

- Lease agreement for the registered office (properly stamped/filing-ready)

- Landlord property ownership certificate copy

- Appointment letters for Legal Representative / Supervisor / Directors / Managers

- Draft Articles of Association tailored to your structure and compliance needs

6.Timeline & cost (if applicable)

Timeline (typical):

• Standard: ~15–25 working days from “documents ready” to license issuance (varies by city/zone and complexity)

• Bank + tax setup: additional ~5–10 working days after license

• Total: often ~1.5–2 months to become fully operational

Cost drivers (typical):

• Document authentication + translation (often the biggest variable by country)

• Registered address (rent + compliance requirements; banks may prefer physical offices)

• Complexity: licensing, multiple shareholders, cross-border flows, hiring plan

• Professional service fees (scope depends on whether you need end-to-end setup)

7.Common mistakes

Avoid these frequent pitfalls:

• Inconsistent business scope: vague wording or restricted items without the right pathway triggers manual review.

• Incorrect document authentication: wrong format, missing stamps, mismatched names, or outdated translations.

• Unrealistic capital planning: too high increases liability; too low can create bank/tax concerns. Keep it defensible.

• Role conflicts: Legal Representative and Supervisor generally must be different people—set governance correctly.

• Address mismatch: using an address that fails bank verification can block account opening and delay operations.

8.FAQ

Q1 Is this different for WFOE vs JV vs Rep Office (or by city)?

Yes. A WFOE typically offers 100% foreign ownership and commercial operating capability (including invoicing, hiring, and contracting). A JV introduces a local partner and shared control and is mainly used when a sector is restricted or for strategic reasons. A Representative Office is limited and generally cannot generate revenue.

City differences: National laws apply across China, but local implementation varies. Free Trade Zones and some development zones may offer faster processing and clearer playbooks, while requirements (especially for address and banking) may be stricter in practice.

Q2 What should I prepare before starting (documents, approvals, internal roles)?

At minimum:

1) Authenticated shareholder identity/corporate documents (apostille/legalization as required)

2) A compliant registered address package (lease + landlord ownership proof)

3) Key personnel decisions (Legal Rep, Supervisor, and operational roles)

4) Business scope draft aligned to official categories

5) A realistic capital plan and operating plan (hiring, invoicing, import/export if needed)

Optional but recommended: trademark search/filing to protect your brand early.

Q3 What are the most common pitfalls that cause delays or rejection?

The most common issues are documentary errors (name mismatches, incorrect authentication, translation problems), business scope wording that triggers manual review, and address/bank verification failures. A structured pre-review of the dossier usually removes most avoidable delays.

Talk to us: /{locale}/contact?service=registration