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China's Company Law · Yalla China

中华人民共和国公司法 / Company Law of the PRC

📝 Overview

This law governs how companies are formed and run in China, including limited liability companies and joint-stock companies, and the roles of shareholders, directors, and the legal representative.

This is general information only, not legal advice. For your specific case, consult a licensed lawyer.

📜 The law text / key provisions

Key practical points:
• The most common form is the limited liability company (LLC); a joint-stock company suits larger ventures or those aiming for public listing.
• Registered capital is the amount shareholders commit to contribute, now under a subscription system with deadlines for paying it in.
• Every company has a legal representative who signs on the company's behalf and carries significant responsibility, so choose this person carefully.
• Shareholders own the equity, while a board or executive director manages the company, with internal oversight by supervisors.
• You can only operate once you obtain a business licence from the market registration authority.
• Many foreigners set up a wholly foreign-owned enterprise (WFOE) to keep full control of the venture.
• Companies must file annual reports and financial statements and keep proper accounting records.

💬 Practical reading

💬 This is a general reading/opinion for orientation — not the official legal text nor legal advice.
For you as a foreigner, understanding the Company Law is your first step before starting any business in China, since it defines your company's structure and your responsibilities. Choosing the right legal form (often a WFOE) and a trustworthy legal representative will save you many problems later. Keep in mind that registered capital is not just a number on paper but a commitment you must actually pay in on schedule. Also stay on top of annual reporting so your company avoids fines or blacklisting. This is a general orientation, not formal legal advice.

🚔 Illustrative example / related case

Illustrative, general educational examples — not real specific facts and not legal advice; for awareness only. For an actual situation, consult a licensed lawyer.
The Unknown Supplier: A Deposit and No Goods
The situation: A trader finds a supplier online at tempting prices, wires a large deposit through an untraceable method, then contact is cut or goods arrive that differ from the agreed sample or are counterfeit.

Applicable law: Company Law allows verification of the counterparty's business licence and the Civil Code governs contracts and breach, but enforcement is very hard if the party is fictitious or unidentifiable.

Typical outcome: Difficulty recovering the money through informal means and a long legal claim only if the company can be identified at all; often the deposit is lost in whole or in part.
🎓 The lesson / takeaway: Lesson: Verify the company before paying by checking its business licence and official records, and sign a contract fixing specifications, quality, timeline and penalties. Use traceable payment methods and pay in instalments, and inspect the goods (or hire an inspection service) before the final payment. A suspiciously low price is often a warning sign.
Read the full case →
📎 Official source State Administration for Market Regulation / samr.gov.cn

🕒 Updated: 16 March 2026

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