A Representative Office (Rep Office, 代表处) is the simplest and fastest way for a foreign company to establish a presence in China. It cannot generate revenue, but it is ideal for market research, liaison, and testing the waters before a full WFOE setup. This guide covers the complete registration process, costs, and limitations.
What Is a Representative Office?
A Rep Office is a liaison office of a foreign company. It is not a separate legal entity - it represents the foreign parent company. Key characteristics:
- Cannot generate revenue or issue fapiao (invoices)
- Cannot sign commercial contracts (only liaison/promotional activities)
- Can hire up to 4 foreign representatives + local staff (via FESCO)
- Can open bank accounts (for operational expenses only)
- Can rent office space and conduct market research
- Fastest setup of any China entity (4-6 weeks)
Rep Office Registration Process
- Prepare parent company documents: Certificate of incorporation, articles of association, bank reference letter, notarized and authenticated by the Chinese embassy/consulate in your country. (2-4 weeks for authentication)
- Appoint Chief Representative: Must be a foreign or Chinese national with authority to represent the parent company. Prepare their passport/ID, resume, and appointment letter.
- Lease a registered office: Must be commercial-grade office space (not residential). Minimum ~30 sqm. Landlord must provide property ownership certificate and consent for business registration.
- Submit to AMR/MOFCOM: File the registration application with the local Administration for Market Regulation. Documents: parent company docs, chief rep appointment, lease agreement, office consent.
- Receive Registration Certificate: The AMR issues the Registration Certificate of the Resident Representative Office (登记证) within 5-10 business days.
- Post-registration: Open bank account (RMB expense account), register with tax bureau, make company seals, register with social insurance bureau.
Total timeline: 4-6 weeks (if parent company documents are already notarized).
Required Documents
| Document | Notes |
|---|---|
| Parent company certificate of incorporation | Notarized + authenticated by Chinese embassy |
| Parent company articles of association | Notarized + authenticated |
| Bank reference letter from parent | From parent company's bank, <6 months old |
| Chief Representative appointment letter | |
| Chief Representative passport/ID + resume | Copy, notarized if foreign |
| Office lease agreement | Commercial property, ≥1 year lease |
| Property ownership certificate | Provided by landlord |
| Power of Attorney for agent | If using a registration agent |
Rep Office Costs
| Cost Item | Amount | Frequency |
|---|---|---|
| Government registration fee | ¥600-1,000 | One-time |
| Agent/service fee | ¥3,000-8,000 | One-time |
| Document notarization + authentication | ¥2,000-10,000 | One-time |
| Office rent (registered office) | ¥3,000-15,000/month | Ongoing |
| Accounting/tax filing | ¥500-1,500/month | Ongoing |
| Annual audit | ¥5,000-10,000 | Annual |
| FESCO staff dispatch fee | ¥500-1,000/employee/month | Ongoing |
| First year total (estimated) | ¥50,000-150,000 |
Cost comparison: Rep Office first-year cost (¥50-150K) is roughly 1/3 to 1/5 of a WFOE (¥150-500K+). But the Rep Office cannot generate revenue - it is purely a cost center.
Rep Office Limitations
- No revenue: Cannot sell, issue invoices, or sign contracts
- Max 4 foreign reps: Including the chief representative
- Chinese staff via FESCO: Must hire local staff through a dispatch agency (adds ~¥500-1,000/month per employee)
- Temporary nature: Must convert to WFOE/JV if you start generating revenue
- No IP ownership: IP belongs to the parent company, not the Rep Office
- Annual renewal: Registration must be renewed annually (simplified filing)
When to Choose a Rep Office
- You want to test the China market before committing to full entity setup
- You only need market research, liaison, and promotion
- You have a limited budget and want the cheapest entry
- You need to sponsor visas for a few foreign representatives
- You plan to convert to a WFOE within 1-2 years
Converting Rep Office to WFOE
Many companies start with a Rep Office, then convert to a WFOE when they are ready to generate revenue. The conversion process:
- Deregister the Rep Office (close tax, bank, social insurance, return registration certificate)
- Register a new WFOE (full WFOE registration process, 2-4 months)
- Transfer staff from FESCO to the new WFOE's direct employment
- Transfer office lease to the new WFOE's name
Some cities (Shanghai, Shenzhen) allow direct conversion without full deregistration, saving time. Check with your local AMR.