Setting up a WFOE in China requires specific documentation, personnel, and compliance with the Negative List. This checklist covers every requirement you need to meet before and during registration.
WFOE Eligibility Requirements
| Requirement | Details |
|---|---|
| Investor | Foreign company OR foreign individual (passport holder) |
| Industry | Must NOT be on the Negative List (restricted/prohibited sectors) |
| Registered address | Commercial property in China (virtual office OK for registration) |
| Legal representative | 1 person (foreign or Chinese); has binding authority; passport/ID required |
| Supervisor | 1 person; CANNOT be the legal representative or GM; can be foreign |
| Director(s) | 1-13 directors (or 1 executive director instead of a board) |
| General Manager | Appointed by the board; can be the legal representative |
| Registered capital | Subscribed (declare amount + deadline); no universal minimum |
| Business scope | Must be specific; approved by AMR; determines what activities are legal |
Document Checklist
If the investor is a foreign COMPANY:
| # | Document | Notarization Required? |
|---|---|---|
| 1 | Certificate of incorporation (parent company) | ✅ Notarized + Chinese embassy authentication |
| 2 | Articles of association (parent company) | ✅ Notarized + authenticated |
| 3 | Bank reference letter (from parent's bank, <6 months old) | ✅ Notarized + authenticated |
| 4 | Credit report (parent company, optional but recommended) | ✅ Notarized + authenticated |
| 5 | Board resolution to establish WFOE + appoint legal rep | ✅ Notarized + authenticated |
| 6 | Power of Attorney (if using an agent) | ✅ Notarized + authenticated |
If the investor is a foreign INDIVIDUAL:
| # | Document | Notarization Required? |
|---|---|---|
| 1 | Passport copy (all pages with info) | ✅ Notarized + authenticated |
| 2 | Bank reference letter (personal, <6 months old) | ✅ Notarized + authenticated |
| 3 | Resume/CV (last 5 years) | ❌ Not required |
| 4 | Personal credit report (optional) | ✅ Notarized + authenticated |
For ALL WFOEs (personnel + premises):
| # | Document | Notes |
|---|---|---|
| 7 | Legal representative passport copy + resume | Can be same as investor |
| 8 | Supervisor passport/ID copy | Must be different person from legal rep |
| 9 | Director(s) passport/ID copies | If forming a board |
| 10 | Registered office lease agreement (≥1 year) | Commercial property only |
| 11 | Property ownership certificate | Provided by landlord |
| 12 | Landlord consent letter for business registration | Signed by property owner |
| 13 | WFOE Articles of Association | Drafted in Chinese; signed by investor |
| 14 | Feasibility study report | Brief business plan; required by AMR |
| 15 | Appointment letters (legal rep, supervisor, GM) | Signed by investor |
| 16 | Company name pre-approval (3-5 options) | Submitted to AMR first |
Authentication timeline: Document notarization + Chinese embassy authentication takes 2-4 weeks in your home country. Start this BEFORE the China registration process.
Negative List Check
Before proceeding, verify your industry is not on the Negative List:
- Open (WFOE OK): Consulting, tech, manufacturing (most), trading, e-commerce, R&D, software
- Restricted (JV required): Value-added telecom (foreign cap), media/publishing, some education, some healthcare
- Prohibited: Defense, rare earth mining, postal services, tobacco monopoly, some media
Check the latest Negative List at our Negative List guide or the NDRC website.
Registered Capital Requirements
| Industry | Practical Minimum | Notes |
|---|---|---|
| Consulting/services | ¥100K-300K | Lowest barrier |
| Technology/R&D | ¥100K-500K | May qualify for HNTE |
| Trading (import/export) | ¥500K-1M | Customs/bank requirements |
| Manufacturing | ¥1M-5M+ | Depends on scale |
| Financial services | ¥10M+ | Regulated by CBIRC |
Under the subscribed capital system, you declare the amount and a contribution deadline (typically 5-30 years). No upfront injection required legally, but banks and SAFE may require actual injection before operations.