China Branch Office

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.

The classification screen

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.

Parent

Is a subsidiary cleaner?

Liability vs cost.

Sub

Who is the branch head?

Not automatically the LR.

Head

Tax and bank in that city?

Local practice.

Local

Working rule: A branch office is a registered establishment of an existing Chinese company (including a WFOE).

What changes the answer

The signal ledger.

These facts move the question beyond a label and into a product, money-flow and control analysis.

Signal

Ask the operating question

Why it changes the route

Branch as separate company

Telling counterparties it is a WFOE.

Misrepresentation.

Broader Company Formation analysis needed

Confusing branch office with representative office.

Different statute.

No parent licence

Trying to register a branch first.

Impossible.

Prepare before you escalate

Bring a compact evidence docket—not a pitch deck.

Give a compliance team or counsel the operating facts that reveal the perimeter.

01Parent licence and AOAPower to open branches.

02Local leaseAddress the window will take.

03Head’s IDWho will be filed.

Common confusions

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 branch office. 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.

PRC Company Law (NPC laws database)

SAMR

Gov.cn

National laws database (NPC)