Stage 01 · Market Entry

Entity Form Selection

WFOE · Joint Venture · Representative Office · Branch

Your first structural decision is which vehicle to use — and it is the single most consequential choice for how your China business operates, is taxed, and can later exit.

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Entity Form Selection

WFOE · Joint Venture · Representative Office · Branch

A Wholly Foreign-Owned Enterprise (WFOE) is now the default for most investors: it can invoice, hire directly, own assets, and repatriate profits. A Joint Venture (JV) remains necessary or advantageous where a Chinese partner holds licenses, distribution channels, or regulatory relationships you cannot replicate. A Representative Office is coordination-only — it cannot issue invoices, sign revenue-generating contracts, or hire directly, and its parent bears unlimited liability for its acts. A Branch of a foreign company is rare and typically reserved for banks, insurers, and airlines.

We model each structure against your actual operating plan — not a template — factoring in industry, business scope, capital needs, headcount plans, and how you expect to extract value. The goal is a structure that satisfies PRC regulators without dismantling your global operating model.

What we cover
  • WFOE vs. JV vs. Rep Office vs. Branch trade-offs
  • Registered vs. paid-in capital under the 2024 Company Law
  • Business-scope drafting
  • Legal representative, board, and supervisor roles
  • Contribution timeline and FX settlement
Typical deliverables
  • Structure comparison memorandum
  • Articles of Association and formation documents
  • Capital account and FX plan
  • Post-establishment compliance checklist
WFOEJoint VentureRep OfficeBranch

Reference: Foreign Investment Law (2020) · Company Law (rev. 2024)

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