China Legal Guides · Entity decision

Choosing a China Entity: WFOE, RO, JV or VIE

Choose market access first and the vehicle second. If the business must sell, invoice and hire in an open sector, the usual discussion is a WFOE—not a representative office with an operational story.

Decision guide

Operational orientation · Qualified PRC counsel required for fact-specific decisions

Open the workflow Open escalation

Decision principle

The vehicle follows market access and the activity the China operation must perform.

Read the foreign-investment negative list first. Then determine whether the operation must invoice, hire and contract, whether a partner contributes an indispensable asset, and whether the proposal involves a genuinely restricted-sector capital-markets structure.

Four-way decision

Test each vehicle against its real legal function.

Select a route to review the question it answers.

Time on site

Use a WFOE where foreign access is open and the China business needs an operating company. Plan registered capital, legal representative, licence scope, chops, banking, tax, people and exit.

Access-control line

Do not choose the entity before checking the current negative list and sector licensing rules. A restricted or prohibited activity can rewrite the structure before company formation begins.

Before the name application

Complete the entity-choice record.

Selections stay in this browser and are not submitted.

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Sector access

Document foreign-investment access and licence conditions.

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Operating activity

Confirm whether the China presence must invoice, contract and hire.

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Partner need

Record the indispensable asset, if any, supporting a JV.

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Capital and governance

Set capital assumptions, legal representative and decision rights.

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Follow-on work

Plan first hire, remittance, tax and exit workstreams.

Frequently asked questions

Two common structure questions.

The actual answer depends on sector access and business facts.

Do I need a VIE to enter China?

Almost never for ordinary trading or consulting. A VIE is a specialist capital-markets or restricted-sector structure, not a routine market-entry choice.

Is a WFOE always allowed?

No. The current negative list and sector-specific licensing rules can prohibit, restrict or condition foreign investment.

Source station

Start with current market-access and company-law materials.

National Development and Reform Commission Ministry of Commerce Company formation guide Five-year capital rule

Decision library

Continue into the selected workstream.

These pages own the detailed formation and operating questions.

01 · Formation route

Forming a Company in China

Use for the full foreign-investor formation guide.

Open specialist route →02 · Comparison route

Representative Office vs WFOE

Use for the detailed two-vehicle comparison.

Open specialist route →03 · People route

Hiring the First Employee

Use after the operating vehicle is selected.

Open specialist route →

Formation escalation

Escalate before structure commitments become expensive.

Obtain fact-specific advice where access, licences, a partner or control arrangements affect the vehicle.

The sector is restrictedThe negative list or sector rules condition foreign participation.

A partner is proposedLicence, channel, governance, IP or exit terms make the partner central.

Control is separated from ownershipContractual-control or VIE concepts require specialist advice.

Browse Company Formation counselCompare relevant China counsel profiles.

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Prepare a structured enquirySummarise sector, activities, ownership and operating needs.

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Educational information only — not legal advice. Laws, procedures and regulatory practice can change; no lawyer-client relationship is created through use of this page.