Register and run your company in mainland China

01 · ChinaMNC

Why mainland China for Spanish companies

For a Spanish company, mainland China is rarely a first export market — it is usually a market you enter once you have customers, a product fit or a supply relationship that needs a local legal presence. The reason to set up an entity rather than serve clients from Spain is control: a local company can sign contracts in Chinese law, issue local invoices (fapiao), hire staff under local employment rules, hold a lease and receive payments in renminbi.

Spain's export mix — industrial equipment, food and beverage, chemicals, automotive components, fashion and design, tourism and engineering services — maps onto sectors where Chinese buyers and partners expect a local counterpart. If your plan involves supplying a Chinese manufacturer, running a technical service team, opening a showroom or warehouse, or managing a distribution network, an entity is usually the practical answer.

Be clear about what China is and is not. It is a large, regionally fragmented market where city choice, channel and local partner quality matter more than head office ambition. Budget for a real local team, Chinese-language marketing and patient relationship building, and treat the entity as a long-term operating base rather than a quick sales office.

02 · ChinaMNC

Choosing your vehicle: WFOE, joint venture or representative office

Three structures come up most often for Spanish investors.

• Wholly foreign-owned enterprise (WFOE) — a limited liability company owned entirely by your Spanish parent. It can invoice, trade, import and export, hire staff and hold assets. This is the default choice for companies that want to sell, deliver services or manufacture. It requires registered capital, a registered address and a defined business scope.
• Joint venture (JV) — a company shared with a Chinese partner. Useful where market access, land, licences or distribution depend on a local partner, or where you need local know-how. The trade-off is governance: shareholder agreements, board control, deadlock provisions and exit mechanics need to be drafted carefully before you sign.
• Representative office (RO) — a non-profit liaison office. It cannot sign revenue contracts or invoice. It suits market research, quality control, supplier liaison or brand representation where no direct sales are planned.

Ask which one your actual revenue model needs: if money must flow through the Chinese entity, an RO will not work. If you are testing the market, an RO or a local distributor may be cheaper than a full company.

03 · ChinaMNC

The five-step setup process

Exact sequencing and timelines differ by city, but the shape of the process is fairly consistent.

• Step 1 — Plan and pre-check. Decide the city, entity type, business scope, registered capital and address. Confirm whether your sector sits on a restricted or encouraged list and whether a specific licence is required. Check the Chinese name you intend to use; names are reserved and can be rejected.
• Step 2 — Prepare and legalise documents. Your Spanish corporate documents need translation, notarisation and usually legalisation or an apostille, followed by Chinese-side acceptance. This is often the longest lead item, so start it first.
• Step 3 — Register the company. File the name reservation, then the establishment registration with the local market regulation authority, and obtain the business licence. Company seals are made at this stage.
• Step 4 — Complete the operating set-up. Open the bank account, complete foreign exchange and tax registration, and register with the social insurance and housing fund authorities if you will hire.
• Step 5 — Start operating. Activate invoicing, set up bookkeeping and monthly filing routines, and put employment contracts and work permits in place before the first hire starts.

Treat the steps as dependent, not parallel: bank and tax steps cannot proceed without the licence, and hiring cannot proceed cleanly without the tax registration.

04 · ChinaMNC

Documents you will need from Spain

Most delays in Spanish-to-China setups come from paperwork, not from the filing itself. Prepare these early and in the right form.

• Parent company documents: certificate of incorporation, articles of association, shareholder and director records, and a certificate of good standing where available.
• Board or shareholder resolution authorising the China investment, naming the legal representative and specifying the registered capital.
• Passport copies of the legal representative, directors and supervisors, plus proof of address where requested.
• Proof of the registered address in China — a lease or an address-provider agreement, with the property documentation the district requires.
• Bank and reference information for the parent, and a description of the business plan and intended activities.

Spanish documents are in Spanish, so budget for certified Chinese translation. Notarisation and legalisation (or apostille, depending on the current acceptance route and the receiving authority) must be arranged through the proper channels; requirements can differ between cities and even districts, and are sometimes updated. Confirm the exact list with your local registration agent before you pay for translations, and keep several certified copies of everything.

05 · ChinaMNC

Registered address, business scope and capital

Three details shape what your company can legally do — and they are hard to change later without cost.

Registered address. The company must have a real, documented address in the district where you register. Options include a leased office, a co-working arrangement that permits registration, or a licensed address-provider service. Some districts are stricter than others about on-site inspection. Your address also determines which tax office and authorities you deal with, so choose the district with your activity in mind, not just the cheapest option.

Business scope. This is the formal list of permitted activities, written in standard Chinese categories. It should cover what you will actually do — sales, technical services, consulting, import/export, manufacturing — plus reasonable adjacent activities. Too narrow and you cannot invoice for real work; too broad and you may trigger extra approvals.

Registered capital. Subscribed capital is a public commitment, and current company law sets contribution rules that you should confirm for your structure and city. Set an amount that is credible for your sector, sufficient for licences that require a minimum, and manageable given the contribution timetable. Do not inflate it for appearance: it is a liability, not a marketing figure.

06 · ChinaMNC

Banking, tax and visas after registration

Registration gives you a company; the operating set-up gives you a business.

Banking. Open a renminbi basic account for day-to-day operations and, if you will receive foreign capital, a foreign currency capital account. Banks apply their own onboarding and due diligence; expect questions on your shareholders, business model and expected flows, and expect the process to take longer than in Spain. Bring consistent documentation and be ready to explain the source of funds. Online banking and payment integrations are usually set up alongside the account.

Tax. Register with the tax authority, confirm your taxpayer status and invoicing method, and set up monthly or quarterly filing routines. VAT, corporate income tax and withholding obligations on cross-border payments all apply; a local bookkeeper or accountant is not optional for a foreign-invested company. Keep Chinese-language books and retain supporting documents.

Visas and permits. Foreign staff need a work permit and a residence permit; the process typically involves a PU letter or equivalent invitation step, a Z visa, then conversion after arrival. Plan this before you promise a start date. Spanish nationals travelling for short business trips should check current entry rules, which change.

07 · ChinaMNC

Common mistakes to avoid

Most problems are predictable. These come up repeatedly with European founders.

• Choosing the city for the wrong reason. A cheap address in a distant district can cost you access to customers, staff and your supply chain. Match the city to the market, not to a fee quote.
• Underestimating document legalisation. Translation, notarisation and legalisation take time and must match the receiving authority's expectations. Start before you have signed a lease.
• Setting registered capital for appearance. Inflated capital creates real contribution obligations and liabilities. Set it against your actual plan.
• Writing a business scope that is too narrow. If services you actually deliver are not listed, invoicing becomes awkward and may require a change filing.
• Treating the bank account as a formality. Onboarding is a compliance exercise; inconsistent or vague documentation slows everything downstream.
• Hiring before permits and contracts are ready. Employment without proper registration creates tax and labour exposure for the entity and the individual.
• Running the entity from Spain without local compliance. Monthly filings, annual reporting and bookkeeping are mandatory. Assign an owner in Spain and a local accountant.

Finally, do not sign a JV or distribution agreement in translation only. Have the Chinese text reviewed by someone who will also be around when the relationship is tested.