01 · ChinaMNC
Why mainland China for Vietnamese founders
For many Vietnamese businesses, China is no longer only a source of inputs or a destination for agricultural and consumer exports. It is also a market where you may want a legal entity so you can invoice local customers, employ staff, lease premises and manage suppliers directly rather than through intermediaries.
A local presence can help with several practical goals:
- Closer to customers: being able to contract, invoice and support buyers in China in renminbi.
- Supply chain control: inspecting goods, managing quality and coordinating logistics nearer to production.
- Hiring: employing local sales, sourcing or engineering staff under a Chinese entity.
- Cross-border links: using existing Vietnam–China trade and transport corridors as a base for wider regional activity.
At the same time, China is a large and diverse market with its own regulatory culture, Chinese-language filings and city-by-city differences. Success usually depends less on enthusiasm than on choosing the right structure, having a credible business plan, and budgeting for compliance from day one. Vietnamese founders often find it useful to treat the first China entity as a focused operating vehicle, not a speculative holding company.
02 · ChinaMNC
WFOE, joint venture or representative office
The three structures most often considered by foreign investors are the wholly foreign-owned enterprise (WFOE), the joint venture (JV) and the representative office (RO). Each fits a different stage and purpose.
- WFOE: a Chinese limited liability company owned entirely by the foreign investor. It can generally conduct the business activities listed in its approved scope, invoice customers, employ staff and remit profits subject to tax and foreign exchange rules. This is the most common choice for companies that want to trade, manufacture, provide services or manage operations in China.
- Joint venture: a company shared with a Chinese partner. A JV can bring local market access, licences, land or relationships, but it also means shared control, negotiated governance and the need for a clear exit mechanism. It suits situations where a local partner is genuinely necessary, not simply as a formality.
- Representative office: a non-profit-making liaison office. It is limited to activities such as market research, liaison and coordination and generally cannot sign business contracts or collect revenue on behalf of the parent. It can be a low-commitment way to test a market, but it is not an operating company.
Before choosing, map your intended activities against what each structure is permitted to do in your target city. Restrictions and licensing requirements differ by industry, and some sectors require special approval or a local partner.
03 · ChinaMNC
The five-step registration process
While procedures vary by city and industry, a China company setup usually follows a recognisable sequence. Treat these as stages to plan for, not as fixed timelines.
- Step 1 — Plan and validate: define the business model, target customers, expected revenue, staffing and budget. Confirm whether your industry is open to foreign investment and whether it needs special licences. Decide on the entity type, city and Chinese company name options.
- Step 2 — Prepare the investor and legal documents: gather corporate documents from Vietnam, arrange notarisation and legalisation or apostille as required, and prepare Chinese translations. Draft the articles of association, shareholder resolutions and appointment documents.
- Step 3 — Name approval and incorporation: submit the proposed Chinese name to the local market regulation authority, then file the establishment application with the required documents. On approval you receive the business licence.
- Step 4 — Post-licence registrations: arrange company seals, the bank account, tax registration, invoicing setup, social insurance and any industry-specific permits. These steps often run in parallel and may require the legal representative or authorised staff to be present.
- Step 5 — Start operating compliantly: put bookkeeping, monthly and annual tax filings, labour contracts, foreign exchange records and licence renewals in place before trading begins. Many founders underestimate this stage; it is where day-to-day risk is managed.
Use a local registered agent, law firm or accounting firm to confirm current requirements for your chosen city and industry.
04 · ChinaMNC
Documents you will typically need
Document requirements depend on the entity type, city and industry, but Vietnamese founders should expect to prepare a substantial file. Common items include:
- Investor documents: certificate of incorporation or business registration, constitutional documents, and evidence of the legal representative's authority, usually notarised and legalised or apostilled for use in China.
- Identification: passports or ID documents for directors, supervisors, the legal representative and shareholders, plus Chinese translations where required.
- Corporate governance documents: articles of association, shareholder resolutions, appointment letters and the identity of the legal representative, who has important statutory responsibilities.
- Address evidence: a lease or registration address agreement for the company's registered office, with the landlord's ownership or authorisation documents.
- Business description: a proposed business scope written to match permitted categories and any licence applications.
- Other items: capital and investment details, parent company financial information where requested, and industry-specific approvals.
Practical points: documents from Vietnam often need translation into Chinese by an accepted translator, and names and addresses must be consistent across every file. Start early, keep digital and paper copies, and confirm with your local adviser whether legalisation, apostille or consular authentication applies to your documents.
05 · ChinaMNC
Registered address, business scope and premises
Two items cause more delay than almost any others: the registered address and the business scope.
Registered address. Every China company needs a registered address, which is the official location used for service of documents and government contact. It does not always have to be the same as your operating office, but it must be a valid address accepted by the local authority. Options include a leased office, a co-working or serviced office that permits registration, or an address provided through an approved agent. Check the lease terms, the landlord's authorisation and whether the address is already associated with other companies. Some cities and industries impose extra requirements on the premises, and certain activities require inspection before a licence is issued.
Business scope. The business scope appears on the business licence and defines the activities the company may carry out. It is written in Chinese and must generally follow standard category wording used by the local authority. Keep it focused on what you actually plan to do, but broad enough to cover near-term growth, because adding activities later may require a change filing. Certain activities are restricted, require a licence, or are reserved for particular entity types. Do not simply copy a template from another company; match the scope to your real operations and confirm it with your adviser before filing.
06 · ChinaMNC
Banking, tax and visas
Once the business licence is issued, the operational side begins.
Banking. Open a renminbi basic account and, where needed, foreign currency accounts. Banks carry out customer due diligence, so expect questions about shareholders, business activities, expected transaction volumes and counterparties. Prepare clear explanations and supporting contracts. Foreign exchange for trade, dividends and capital movements is subject to documentation and reporting rules; work with your bank and accountant rather than assuming funds move automatically.
Tax. Register with the tax authority, confirm your taxpayer status and invoicing arrangements, and set up bookkeeping from the first month. China's tax system includes corporate income tax, value-added tax and other levies, and reporting obligations are regular. Many companies engage a local accounting firm for monthly filings and annual reporting. Transfer pricing and related-party dealings between your Vietnam parent and the China entity deserve attention from the start.
Visas and work permits. Foreign staff usually need a work permit and a residence permit to work legally in China. The process generally involves a permit notification, an entry visa, and post-arrival registration and medical checks. Short-term business visas do not permit employment. Plan recruitment and travel well ahead, and confirm current requirements with the local exit-entry administration or your adviser, as policies and processing vary.
Build compliance costs into your budget rather than treating them as an afterthought.
07 · ChinaMNC
Common mistakes to avoid
Most problems are avoidable with preparation. Watch for these patterns:
- Choosing the wrong structure: setting up a representative office for activities that require a WFOE, or entering a JV without genuine need or a clear governance and exit plan.
- Vague business plans: submitting a scope or investment plan that does not match actual operations, which can slow approval or create later compliance issues.
- Undervaluing documents: inconsistent names, missing translations, or incomplete notarisation and legalisation cause repeated rejections.
- Ignoring the registered address: an invalid or overcrowded address can block registration or trigger follow-up checks.
- Underestimating tax and accounting: no bookkeeping, missed filings or unclear invoicing arrangements create penalties and distract management.
- Treating banking as automatic: failing to prepare due diligence materials can delay account opening and payments.
- Assumptions about rules: relying on outdated or city-specific information, or on advice from a different industry.
- Weak local support: trying to manage Chinese-language filings and authorities remotely without a reliable local adviser or staff member.
A realistic budget, a focused scope and a competent local team reduce risk far more than speed alone.