A branch can trade locally — it cannot ring-fence liability from the parent.
A branch office is a registered establishment of an existing Chinese company (including a WFOE). It is not a legal person. Contracts and torts sit with the parent. It has a name, address, a responsible person, and typically its own Unified Social Credit Code, but not its own shareholders. Banks and tax bureaus still want a branch registration. Do not use a branch to hide a second business. It is not an RO and not a subsidiary. Cross-city operations without a branch can still be lawful for some activities — then they are not.
4 questions before you choose the route.
This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.
Do you already have a Chinese company?
No company, no branch.
ParentIs a subsidiary cleaner?
Liability vs cost.
SubWho is the branch head?
Not automatically the LR.
HeadTax and bank in that city?
Local practice.
LocalWorking rule: Map the regulated role before marketing or launch in China.
The signal ledger.
These facts move the question beyond a label and into a product, money-flow and control analysis.
Bring a compact evidence docket—not a pitch deck.
Give a compliance team or counsel the operating facts that reveal the perimeter.
Questions people ask before they build.
Short answers for orientation. The right result can change with the service model and current rules.
Can a foreign company open a PRC branch directly?
Foreign companies generally use an FIE or an RO, not a ‘branch of Delaware Inc’ as if it were 分公司. Entity-choice guide.
Is the branch head the legal representative?
No. The parent still has the LR. The branch has a responsible person.
Primary authorities
Reviewed sources support orientation, not a fact-specific assessment.