Shenzhen (深圳) is one of China’s most dynamic business hubs, offering a strategic gateway for foreign investors due to its proximity to Hong Kong and its role in the Greater Bay Area. Setting up a company in Shenzhen involves several legal steps, including compliance with Chinese corporate laws and regulations. We share with you how to establish a business entity in Shenzhen, incorporating essential legal terms and Chinese terminology.
1. Choose the Right Business Structure (企业类型)
Foreign investors have several options when establishing a company in Shenzhen. The most common types include:
- Wholly Foreign-Owned Enterprise (WFOE) 全外资企业 (Quán wàizì qǐyè): A limited liability company wholly owned by foreign investors, providing full operational control.
- Sino-Foreign Joint Venture (JV) 中外合资企业 (Zhōng-wài hézī qǐyè): A partnership between Chinese and foreign entities.
- Representative Office (RO) 代表处 (Dàibiǎochù): Suitable for market research and liaison but cannot engage in profit-making activities.
- Foreign-Invested Commercial Enterprise (FICE) 外资商业企业 (Wàizì shāngyè qǐyè): Allows foreign firms to engage in trading, retail, and wholesale businesses.
2. Register a Chinese Company Name (公司名称注册)
A company name in China must follow a strict structure:
- Administrative region (地区) – e.g., Shenzhen (深圳)
- Brand name (商号)
- Industry descriptor (业务范围)
- Company type (公司类型) – e.g., Limited Company (有限公司)
Example: Shenzhen XYZ Technology Co., Ltd. (深圳XYZ科技有限公司)
Company names must be approved by the Shenzhen Administration for Market Regulation (AMR) (市场监管局).
3. Prepare Incorporation Documents (创立文件)
The following documents are required for company registration:
- Passport copies of shareholders and legal representatives
- Articles of Association (立业法) detailing business scope and structure
- Registered office lease agreement (租赁合同)
- Capital injection proof (资金证明)
- Legal representative’s appointment letter (法定代表人授权书)
These documents must be notarized and legalized at the Chinese Embassy or Consulate (中国领事馆) if issued overseas.
4. Obtain a Business License (营业扩充证)
Submit the required documents to the Shenzhen Administration for Market Regulation (AMR) (市场监管局). Upon approval, you will receive a Business License (营业扩充证), which includes a Unified Social Credit Code (统一社会信用代码).
5. Obtain Company Seals (公章制作)
Official company seals (公章) are legally binding in China. These include:
- Company seal (公司章): Used for contracts and official documents.
- Financial seal (财务章): Required for banking and financial transactions.
- Legal representative seal (法人章): Used by the company’s legal representative for official purposes.
6. Register for Taxes (税务登记)
Companies must register with the Shenzhen Tax Bureau (税务局). Key taxes include:
- Corporate Income Tax (CIT) 企业所得税: Standard rate of 25%, with incentives reducing it to 15% for high-tech enterprises.
- Value-Added Tax (VAT) 增值税: Ranges from 6% to 13%, depending on industry.
7. Open a Corporate Bank Account (开编公司银行账户)
Select a local or international bank (e.g., ICBC (工商银行), Bank of China (中国银行), HSBC (求业银行)) and submit the required documents, including the company’s business license and company chops. Damalion can guide to open a business bank account locally.
8. Register for Social Security (社保编号注册)
Employers must register their employees with the Social Security Bureau (社保局) and contribute to:
- Pension (兵骨金)
- Medical insurance (医疗保险)
- Unemployment insurance (失业保险)
- Work injury insurance (工伤保险)
- Maternity insurance (生育保险)
9. Comply with Ongoing Regulatory Requirements (法律负担)
- Submit annual reports to AMR.
- File monthly and annual tax returns (税务报表).
- Renew business licenses and permits as required.
Shenzhen offers an excellent environment for foreign businesses, but understanding the legal and regulatory framework is crucial. With proper registration, tax compliance, and corporate governance, businesses can thrive in one of China’s most vibrant economic zones.
Damalion supports international entrepreneneurs to setup their Wholly Foreign Enterprises in China. Please contact your Damalion expert now.
Shenzhen Company Registration: Legal Forms, Taxes, Procedures, and Practical Considerations
Shenzhen is China’s premier innovation hub, linking the Greater Bay Area with global capital and supply chains. Foreign investors typically establish a Limited Liability Company (commonly called WFOE/外商独资企业), a Joint Venture (中外合资经营企业), or a Representative Office (代表处). Standard corporate income tax is 25%, with 15% incentives for qualified high-tech enterprises in designated zones; VAT applies at headline rates for goods and services. Successful set-up demands compliant lease, capital planning, seals (“company chops”), tax registration, and bank onboarding aligned with KYC/AML.
Nanshan / High-Tech Park
Qianhai Cooperation Zone
Huaqiangbei (Electronics)
Why register a company in Shenzhen?
Shenzhen offers deep electronics and software ecosystems, skilled labor, fast regulatory processing relative to many peer cities, and proximity to Hong Kong for finance and treasury. Landmark business streets and districts include Shennan Boulevard (深南大道), Futian CBD (福田中心区), Nanshan High-Tech Park (南山科技园), Qianhai (前海), and Huaqiangbei (华强北). These zones support sourcing, R&D, cross-border logistics, and capital market access.
Which legal forms can foreign investors choose?
- WFOE / LLC (外商独资企业 / 有限责任公司): Full foreign ownership, business scope-driven licensing, separate legal person; suitable for trading, manufacturing, R&D, and services.
- Equity or Cooperative JV (合资企业): Shared ownership with a PRC partner; used when market access, licenses, or distribution networks require local participation.
- Representative Office (代表处): Non-profit-making liaison only (no invoicing); simpler setup but limited activities.
- Domiciliation in Special Zones: Entities registered in Qianhai or other designated parks may access streamlined procedures and, where eligible, preferential taxes.
What taxes apply in Shenzhen?
| Tax / Levy | General rule (indicative) | Notes |
|---|---|---|
| Corporate Income Tax (企业所得税) | 25% headline | 15% for qualified High- and New-Technology Enterprises (HNTE) or encouraged activities in approved zones (conditions apply). |
| VAT (增值税) | Common rates include 13% (goods) and 6% (modern services) | Small-scale taxpayers may apply simplified rates; export VAT refund policies depend on product and compliance. |
| Surtaxes & Local Add-ons | ~10% of VAT payable (urban maintenance, education surcharges, etc.) | Computed as a percentage of VAT amount. |
| Withholding (预提税) | Dividends, interest, royalties: statutory up to 10% | Treaty reductions possible subject to beneficial ownership and filing. |
| Individual Income Tax (个人所得税) | Progressive rates | Resident/non-resident rules, days of presence, and payroll filings must be managed carefully. |
What licenses and registrations are needed?
In addition to the Business License issued by the Administration for Market Regulation (AMR), trading companies require import/export filings and customs registration; manufacturers may need environmental and safety permits; tech and internet businesses can trigger industry-specific approvals. Company seals (公章、财务章、合同章、法人章) are mandatory for execution and banking.
How does bank account opening work?
Banks in Shenzhen require in-person verification of legal representatives or authorized signers, UBO disclosures, lease and license proof, and a clear activity narrative. Prepare board resolutions, specimen seals, and detailed source-of-funds. Multi-currency settlement and cross-border collection can be enabled through approved programs within the Greater Bay Area.
How to register a company in Shenzhen (step-by-step)
- Define structure & scope: Choose WFOE/JV/Rep Office; map business scope to license categories and zone incentives.
- Name reservation: Conduct name pre-approval with AMR (prefer Chinese & English versions as needed).
- Lease & registered address: Secure compliant office/plant lease for registration.
- Constitutional documents: Prepare articles, investor IDs, appointment documents; notarize/consularize foreign documents where required.
- AMR registration & license issuance: Submit incorporation pack; obtain Unified Social Credit Code business license.
- Company seals: Carve and record official chops (company, finance, contract, legal representative).
- Tax registration: Register with tax bureau, select VAT category, set up e-invoicing (发票) and accounting software.
- Bank account opening: Complete KYC/AML; activate RMB and foreign-currency accounts; configure cross-border collection if applicable.
- Foreign exchange & customs (if trading): Complete import/export filings; align with customs broker and VAT refund workflows.
- Ongoing compliance: Monthly VAT/CIT pre-payments, annual audit and reporting, license renewals, payroll filings.
FAQ — Shenzhen Company Registration
Which entity is most common for foreign investors?
A WFOE structured as a Limited Liability Company is the default for control, invoicing capability, and licensing flexibility.
How long does incorporation typically take?
Once documents are prepared, many cases complete core registration in several weeks; timelines vary by scope, zone, and licensing.
Do I need paid-in capital at registration?
Registered capital commitments are declared; actual paid-in schedules follow statutory timelines. Certain industries or incentives may set practical minimums.
Can a Shenzhen entity invoice in RMB with VAT?
Yes. After tax registration and invoicing system activation, the company can issue VAT invoices (专用/普通发票) per its taxpayer category.
Are there tax incentives in Qianhai or high-tech parks?
Qualified enterprises meeting activity and substance requirements may access reduced CIT (often 15%) and supportive measures.
What are the limits of a Representative Office?
ROs cannot issue invoices or generate revenue; they conduct liaison, research, and marketing only, with expense-based tax handling.
Is a local director or legal representative required?
A legal representative registered in China is required; nationality can be foreign. Practical availability for bank and regulatory interactions is important.
How strict is KYC for bank accounts?
Stringent. Expect UBO verification, business rationale, supply-chain documentation, and on-site address checks in some cases.
Can profits be repatriated?
Yes, subject to audited financials, tax clearance, and foreign-exchange procedures. Dividend withholding and treaty positions should be assessed.
What accounting standards are used?
PRC GAAP applies for statutory books and filings; groups often reconcile to IFRS or US GAAP for consolidation.
Do we need an office lease, or is a virtual address enough?
AMR generally requires a compliant physical address for registration; policy varies by park and district.
How are cross-border services taxed?
Services are typically subject to VAT at 6% with specific export and exemption rules; contract structuring and documentation are essential.
