Corporate & Commercial

Advising foreign companies and investors on establishing, governing, acquiring and restructuring businesses in China.

We advise foreign companies and investors on the corporate and commercial side of doing business in China — establishing an entity, governing it, acquiring or restructuring it, and resolving the commercial disputes that arise along the way.

How We Help

  • Establishment, liquidation and deregistration of foreign-invested enterprises
  • Corporate governance structures and internal risk controls
  • Mergers, acquisitions and group restructurings
  • Legality and compliance review of business operations
  • Commercial contracts: drafting, review and negotiation
  • Retained general counsel for day-to-day commercial matters
  • Commercial dispute resolution

Why It Matters

Most foreign businesses arrive in China with a plan and meet a regulatory system they have not operated in before. The structure chosen at the outset — entity type, ownership, governance — sets the limits on what the business can do and how cleanly it can exit later, and those choices are difficult and expensive to unpick.

We stay close enough to a client’s operations to advise on questions as they arise rather than after the fact, and we act as independent outside counsel throughout, so the view we give is not shaped by internal reporting lines.

Our People

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Ou Yang

Ou Yang

Managing Partner

Close to two decades of Chinese corporate, commercial and criminal defense practice, acting for companies in real estate, construction, new energy and technology.

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Emily Chen

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Transactional lawyer focused on complex acquisitions, joint ventures and private capital work.

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Common Questions

Frequently Asked Questions

Can a foreign company wholly own a Chinese subsidiary?

In most sectors, yes. China permits wholly foreign-owned enterprises across the majority of industries, and the negative list restricts only a defined set of sectors. Where a sector is restricted, a joint venture may be required — and in a small number of cases, a variable interest arrangement is used.

Which entity should we use — a WFOE, a joint venture or a representative office?

It depends on what the entity needs to do. A WFOE gives full control and is the default for most operating businesses. A joint venture can be necessary where the sector is restricted, or where a local partner brings licensing, distribution or government relationships. A representative office cannot generate revenue directly and suits liaison and quality-control functions only.

What is the negative list, and does it apply to us?

The negative list sets out the sectors in which foreign investment is restricted or prohibited, and it applies to every inbound investment. Most manufacturing and many services sectors are now fully open; the remaining restrictions concentrate in media, education, certain financial sub-sectors, and areas touching national security.

Can profits and sale proceeds be repatriated out of China?

Yes, provided the entity is current on its tax and foreign exchange formalities and the underlying transaction is genuine. Structuring the investment correctly at the outset, and keeping documentation current, is what makes repatriation straightforward later.

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