Entity Formation in China

Ready for a permanent China presence? We help you register the right way, and stay alongside you for the accounting, payroll, and compliance that follow. Independent advice, including telling you when it is too early.

  • Independent advice
  • Vetted partners
  • Honest timing

What registering an entity in China means

A wholly foreign-owned enterprise (WFOE) is the common market term for a limited liability company (有限责任公司) that is 100% foreign-owned, registered with the State Administration for Market Regulation (SAMR) under China’s unified Company Law. “WFOE” has not been a distinct legal category since the Foreign Investment Law’s transition period ended; day to day it is a normal Chinese LLC that happens to be wholly foreign-owned. When you form one, you become the legal employer and operator in China, with full control and no per-employee EOR fees, in exchange for the setup time and the ongoing obligations, including a statutory deadline to actually pay in the capital you subscribe.

01

Your own company

Your own WFOE makes you the legal employer and operator in China, with full control of employment terms and a local brand presence.

02

Lower cost at scale

No per-employee EOR fees. For permanent, proven headcount, owning the entity is more cost-effective than ongoing EOR arrangements.

03

Setup takes time

Registration typically takes 15 to 20 working days for the business licence itself, plus 1 to 3 weeks to open a corporate bank account, and you cannot employ anyone until registration completes. Timing the move matters, which is why many companies bridge with an EOR first.

How registering an entity in China works, step by step

From structuring the company to operating it compliantly.

01 — Structure & prepare

We confirm registration is right for you, then reserve the company name with SAMR, prepare the Articles of Association, and arrange your registered Chinese office address.

02 — Capital & documentation

There is no statutory minimum registered capital under the Company Law, but the 2024 revision’s Article 47 now requires subscribed capital to be fully paid in within 5 years of registration (existing companies get a transition period running to 30 June 2027, with a final backstop of 30 June 2032). Your home-country parent-company documents, certificate of incorporation, board resolution, and power of attorney, need notarisation and legalisation in your home country for use in China; no Chinese notary is required for the registration step itself, unlike some neighbouring markets.

03 — Register the company

The company is entered on SAMR’s register, where legal personality begins, then registered for tax with the local State Taxation Administration bureau and enrolled for five-insurances-one-fund administration in its home city, so you can operate and employ compliantly.

04 — Operate & stay compliant

Business bank account, then ongoing accounting, payroll, filings, and annual reporting, all of which we can run for you.

What registering an entity in China costs

Two kinds of cost: the one-off formation, and the ongoing operating obligations. China’s formation cost is low; the real commitment is the 5-year capital-contribution clock and the ongoing compliance. We give you a clear figure before you commit.

Share capital & formation

No statutory minimum registered capital under the Company Law (nominally as low as RMB 1), though SAMR expects an amount that is reasonable against your declared business scope, commonly RMB 100,000 to 500,000 for a consulting WFOE and RMB 1,000,000 or more for manufacturing. Whatever figure you subscribe must be fully paid in within 5 years under Article 47.

Corporate tax (CIT)

Standard CIT rate is 25%, with a reduced 15% rate available for qualified high- and new-technology enterprises. A separate 5% effective rate applies to small low-profit enterprises on the first RMB 3 million of taxable income, currently legislated through 31 December 2027.

VAT

13% standard rate on goods, processing, and tangible-property leasing; 9% on transport, postal, telecoms, construction, and real estate; 6% on other services and intangible assets, now set directly by the VAT Law of the People’s Republic of China, effective 1 January 2026, rather than the older provisional regulation it replaced. A 3% simplified collection rate applies to small-scale taxpayers with annual taxable sales at or below RMB 5 million.

Ongoing obligations

Accounting, monthly payroll (individual income tax and five-insurances-one-fund contributions for your city), Corporate Income Tax (CIT) and VAT filings, annual financial statements, and tracking the 5-year capital-contribution deadline, all of which we can manage for you.

Why register your China company through Bradford Jacobs

Why companies register in China through us rather than a one-off formation agent.

We advise you on the best time to incorporate

We are independent: we assess what you actually need, place you with the right vetted partner, secure pricing you will not get going direct, and stay on your side to escalate or renegotiate. You get advice, not a product pitch.

  • Independent advice
  • Vetted partners only
  • On your side at renewal

End-to-end, not just the paperwork

We do not disappear after registration. We stay on for the accounting, payroll, and compliance, so your company runs, not just exists.

  • Beyond registration
  • Ongoing compliance
  • One team throughout

The right specialists, in place

SAMR filing, tax, and accounting partners we have vetted and worked with, coordinated for you, so the process moves and nothing gets missed.

  • Vetted specialists
  • Coordinated for you
  • Nothing gets missed

Two decades of formations

Two decades forming and running entities across global markets, with the local knowledge to keep you compliant and out of the common traps.

  • Incorporations
  • Legal & tax partners
  • Traps avoided

We run it after you form it

Registration is the start, not the finish. We stay on for accounting, payroll, tax filings, and annual accounts, so your company operates from day one without you building a local finance function.

  • Full back office
  • Accounting & payroll
  • Annual accounts

The 5-year capital clock nobody explains

A growing business hits a good quarter and someone says, let us just register a proper Chinese company. It sounds responsible. It usually is not, yet. Here is what people expect against what happens in practice.

Employment & payroll obligations

Expectation: subscribing a large registered-capital figure is just a formality, a number on a form. Reality: the 2024 Company Law’s Article 47 turned that number into a legal deadline. Whatever capital you subscribe on registration must actually be paid in within 5 years, with existing companies on a transition timetable running to 30 June 2027 and a hard backstop of 30 June 2032, discovered by some companies only when a bank or a counterparty asks for proof of paid-in capital years after the figure was written down as a formality.

Tax, filing & reporting obligations

Expectation: we can always reverse it. Reality: deregistering a company needs a tax clearance, creditor notification, and a formal liquidation process, and it can take longer than registration did. And once it exists, the obligations do not stop: annual financial statements, monthly payroll and five-insurances-one-fund filings, Corporate Income Tax (CIT) and VAT returns, and the running capital-contribution clock. None of this is a reason not to register. It is a reason to do it at the right time, with the right partners already in place.

What we handle for your company

Beyond registration, we can run the full back office for your company.

Compliant payroll

Compliant China payroll and employment administration, issued and maintained for you.

Payroll & filings

Monthly payroll run, with individual income tax and five-insurances-one-fund contributions calculated, withheld, and filed each month for your city.

Statutory benefits

All statutory benefits administered: tiered annual leave, sick pay, parental leave, notice and severance.

Compliance & support

Ongoing HR compliance and a single point of contact, for the life of the engagement.

Your questions answered

Straight answers on registering and running a company in China.

How long does it take to register a company in China?

Typically 15 to 20 working days for the business licence itself once documents, capital figure, and the registered address are in place, plus 1 to 3 weeks to open a corporate bank account. You cannot legally employ anyone until registration completes, which is why timing matters and why many companies bridge with an EOR first.

No statutory minimum under the Company Law, so there is little to declare before you register. In practice, SAMR expects an amount reasonable against your declared business scope, commonly RMB 100,000 to 500,000 for consulting and higher for trading or manufacturing. The real obligation is the 2024 Company Law’s 5-year rule: whatever you subscribe must be fully paid in within 5 years, which we track for you.

Yes, in the great majority of sectors. A WFOE can be 100% foreign-owned with a foreign individual or company as sole shareholder, subject to China’s Negative List for restricted or prohibited sectors, which we check against your business first. Your home-country incorporation documents need notarisation and legalisation for use in China; no Chinese notary is required for the registration step itself.

Register when you have permanent, proven headcount and want full control, and the per-head savings justify the ongoing costs and the 5-year capital-contribution commitment. Use EOR while you are still validating a city or need people working quickly. Most companies start with EOR and register later. We advise on the crossover.

Accounting, monthly payroll (individual income tax and five-insurances-one-fund contributions for your city), Corporate Income Tax (CIT) and VAT filings, annual financial statements, and tracking the 5-year capital-contribution deadline. We can run all of it so the entity stays compliant without you building a local finance function.

Yes, and it is how most companies use us. Beyond registration we provide ongoing accounting, payroll, and compliance, so your China company operates smoothly from day one without hiring locally for back office.

Ready to register your company in China?

Tell us your plans for China and we will tell you honestly whether now is the time to register, then handle it end to end if it is, usually scoped within a day. No formation-mill upsell, just the right call.

Tax, company, and labour data verified July 2026 (State Taxation Administration, SAMR, MOHRSS). Figures change; we confirm the current position when we scope your formation.