China Company Registration for Vietnamese Investors

Vietnamese individuals and companies can establish a wholly foreign-owned limited liability company in China where the proposed activity permits full foreign ownership. The first decision is therefore the actual business and registration location, followed by the shareholder and funding route. Check the applicable foreign-investment restrictions and sector licences before committing to a structure. China's national foreign-investment negative list and Hainan Free Trade Port list must be applied to the relevant location.

For Vietnamese investors, three questions deserve particular attention: which Vietnamese documents China will accept, whether an authentication exemption is available, and how investment capital can leave Vietnam through the correct banking route. This guide focuses on those decisions. For the general incorporation sequence, see our China company registration guide.

Should the shareholder be you or your Vietnamese company?

Choose the owner before translating documents or reserving a company name. A Chinese subsidiary owned by a Vietnamese company creates a different document and funding file from a company owned personally by its Vietnamese founder.

Do not choose personal ownership merely because a passport looks easier to prepare. If the commercial plan is for a Vietnamese parent to control and fund a Chinese subsidiary, prepare that structure openly. An ownership chart is useful for explaining the proposal to advisers and banks, even where it is not a standard incorporation attachment.

What documents should Vietnamese investors prepare for China?

The 2026 national registration material specifications, effective from 1 May 2026, provide the baseline. Prepare:

• The company establishment application and articles signed by all shareholders.
• Shareholder identity or legal-status evidence, and identity details for the company's relevant officers and contacts.
• Appointment records and registered-address materials, subject to applicable local simplifications.
• Agent authorisation where an agent submits the application.
• Any legally required approval before incorporation.

Foreign-language materials must be accompanied by compliant Chinese translations. A translation company should stamp its translation, confirm accuracy and provide its business-licence or other legal-status evidence, with the translator's name and contact details; an individual translator must provide the prescribed signature, contact, qualification and identity evidence. Confirm the receiving registrar's format before commissioning translations.

There is also a national identity-document exception: an eligible foreign individual using a PRC Foreign Permanent Resident ID Card, or a passport with Chinese entry formalities completed and the original checked, can avoid notarisation, consular legalisation and Apostille for that identity evidence. Confirm eligibility and how the original will be inspected.

For Hainan, the local 2026 material rules allow qualifying address undertakings and appointment arrangements to reduce submissions, while requiring the underlying records to be retained. “Not submitted” should never be treated as “does not need to exist.”

Keep two authorisations distinct: authority for a filing agent, and the foreign investor's domestic recipient arrangements for service of legal documents. These are addressed in the registration-agent rules and foreign-investment registration guidance. Do not assume every authorisation requires a separate Apostille.

Do Vietnamese shareholder documents need an Apostille?

Check for an applicable exemption first. If the ordinary authentication route is required, Vietnam's Apostille arrangements are now relevant.

The Chinese Embassy in Vietnam's notice of 18 September 2026 confirms that the Apostille Convention entered into force for Vietnam on 11 September 2026. Vietnamese public documents within its scope can be used in mainland China after an Apostille, without further Vietnamese and Chinese consular legalisation. The notice identifies Vietnam's Ministry of Foreign Affairs Consular Department and Ho Chi Minh City Department of External Relations as application-receiving authorities.

An Apostille verifies the relevant signature, capacity and seal; it does not validate the document's contents or guarantee acceptance. Before arranging one, ask the Chinese recipient which document, original or certified-copy format, validity period and Chinese translation it requires. A private corporate document may require a different preparatory form from an official registry document.

Hainan has a separate conditional exemption

Under Hainan's 2025 foreign-investment registration measures, investment outside the applicable foreign-investment negative list may qualify for a simplified route. An individual can use an identity-document copy. A corporate investor needs legal-status evidence plus a recommendation from the Hainan International Economic Development Bureau or the relevant city or county government.

The required authenticity undertaking and the designated representative or agent's real-name verification must be completed. Serious adverse-credit records or false undertakings can prevent use of the route. Where the conditions are met, the specified shareholder evidence can be exempt from notarisation, consular legalisation and Apostille. The measures are effective until 8 June 2030.

Hainan's second set of measures, effective from 30 June 2026, also provides an online verification route for foreign individuals using a UnionPay card and its reserved mobile number. Confirm that the applicant can complete it before planning an entirely remote filing.

For a Vietnamese corporate shareholder, the recommendation-letter condition is a practical checkpoint. Confirm eligibility before paying to authenticate a complete corporate file; do not assume that choosing a Hainan address automatically creates an exemption.

What must be checked on the Vietnam side before funding?

Chinese incorporation and Vietnam's outward-investment procedures are separate. Establish which Vietnamese rules apply to the particular investor, project and source of funds; a Vietnamese passport alone does not answer the funding questions.

Vietnam's Decree 103/2026/NĐ-CP, effective from 3 April 2026, provides an outward investment registration certificate exemption for projects strictly below VND 7 billion and outside conditional outward-investment sectors. Foreign-exchange registration still applies. This threshold concerns the Vietnamese outward-investment project, not the Chinese company's registered capital. See the Vietnamese government's explanation of Decree 103.

Vietnamese companies in which foreign investors hold more than 50% of the charter capital need separate review. The decree adds funding-source and two-consecutive-year profitability conditions, and specifies a sequence when additional capital contributions fund the investment. Such a company should not rely on the small-project exemption without checking its particular route.

For foreign-exchange procedures, use the current Circular 34/2026/TT-NHNN, effective from 31 July 2026. Have the Vietnam-side adviser and authorised bank confirm the applicable registration, investment capital account arrangements and remittance documents before scheduling the capital contribution.

Give them a concrete proposal: the investor's identity, ownership structure, Chinese business activity, proposed investment amount, funding source and intended currency. Ask for the applicable procedure and document list for that proposal. “The Chinese business licence has been issued” is not a sufficient answer to whether the proposed remittance is ready.

How should you prepare the Chinese bank file?

Keep statutory ownership reporting and bank due diligence separate. China's beneficial-owner filing measures require covered entities to file beneficial-owner information through the registration system, with a conditional exemption for qualifying small entities. A Chinese subsidiary with a Vietnamese corporate shareholder does not meet that exemption's all-natural-person shareholder condition. Check eligibility rather than assuming incorporation ends the reporting work.

The bank makes its own customer checks under the customer due-diligence measures effective from January 2026. These include identifying the customer and beneficial owners and understanding the relationship's purpose. A bank's supporting-document request is therefore a separate file from the registrar's incorporation checklist.

Ask the proposed Chinese bank branch:

• Which shareholders, beneficial owners and authorised signatories must be verified, and how?
• Which corporate documents, translations and originals will it accept?
• What evidence does it want of the business, premises, counterparties and expected transactions?
• Which account and payment purpose should receive the planned capital, in the intended currency?
• Must anyone attend, and what must be ready before an appointment is booked?

Match those answers with the remitting bank in Vietnam. The sender, recipient, ownership and payment purpose should tell the same story. Do not describe a capital contribution as a supplier payment to fit an easier-looking transfer route. Our China business bank account guide explains the broader account-opening process.

Build the structure around your first real transaction

Consider an illustrative Vietnamese trading business buying goods in China. There are several possible commercial arrangements: the Vietnamese company purchases directly, its Chinese subsidiary buys and resells, or the subsidiary provides sourcing services. Write down the proposed arrangement before selecting a business scope.

For the first planned order, identify:

1. Who signs the purchase and sales contracts?
2. Who owns the goods at each stage?
3. Who invoices the customer and receives payment?
4. Who handles export and import declarations?
5. What work will the Chinese company and its staff actually perform?

Use this transaction map to review the business scope, product-specific approvals, banking and accounting arrangements. A registration address in Hainan should follow a credible operating plan. It should not be chosen solely from a headline about tax incentives. For a trading structure, continue with our China trading WFOE guide.

Can you register from Vietnam, and when should you visit?

Some filing steps may be handled through an authorised agent or an eligible online route. Original-document checks, signatures and bank verification can still determine whether travel is needed. Resolve those requirements before booking a short trip. Our guide to registering without visiting China sets out the general planning questions.

Vietnamese ordinary-passport holders have a specific Hainan option. The National Immigration Administration's 2026 Announcement No. 4, effective from 20 August 2026, permits entry through Hainan's open ports for stays of up to 30 days within Hainan, including short business visits. Work, study and journalism still require the appropriate visa in advance.

This can support a properly planned business visit. It is not permission to work in the company or travel throughout mainland China under the Hainan arrangement. Share ownership and employment authorisation are separate; use our foreign-founder work permit and visa guide when planning an operating role.

How should you plan capital, timing and costs?

For a newly established Chinese limited liability company, Article 47 of the Company Law generally requires shareholders to pay their subscribed contributions within five years of establishment, subject to special rules. Read our registered capital guide before choosing the amount and payment schedule.

Build the budget around the proposed operation: documents and translations, any required notarisation or Apostille, a suitable address, banking arrangements, accounting and working capital. Ask for a quote that identifies which items are included and which depend on your shareholder structure. Keep registered capital separate from incorporation service fees in the comparison.

A useful timetable has separate milestones for document acceptance, Chinese registration, Vietnam-side investment and foreign-exchange work, and banking. Ask which unresolved item controls each milestone. Avoid promising customers a start date based only on the expected business-licence issue date.

After setup, plan the company's annual compliance obligations alongside its first transactions, rather than waiting until a filing becomes due.

What should you send for a setup assessment?

For an initial China-side review, prepare a short business summary covering:

• Whether the proposed shareholder is an individual or a Vietnamese company, and the ownership percentages.
• Any foreign ownership in the Vietnamese corporate investor.
• The products or services, expected customers, suppliers and goods flows.
• The preferred Chinese location and actual premises needs.
• The proposed investment, funding source and payment currency.
• Who needs to visit China or work in the business.

These facts let us review the China registration structure, document route and implementation questions. Coordinate the Vietnam-side investment and remittance review with qualified local advisers and the authorised bank. Start through our China company registration service with the business summary, so the first document checklist reflects your proposed investment.

Official policy and source pages checked on 17 October 2026. The linked rules have different effective dates; confirm the receiving registrar's and banks' current requirements for your application.

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