China’s New Company Law, effective July 1, 2024, marks the most significant reform of corporate governance in more than three decades.
To ensure consistency in enforcement, the State Administration for Market Regulation (SAMR) also issued Order No. 95 – Implementing Measures for Company Registration, effective February 10, 2025.
Together, these new regulations reshape how both domestic and foreign-invested enterprises are structured, registered, and managed.
Whether you operate a Wholly Foreign-Owned Enterprise (WFOE), Joint Venture (JV), Representative Office, or Foreign-Invested Partnership (FIP), it’s vital to understand how the 2025 Company Law affects your business model.
Wholly Foreign-Owned Enterprise (WFOE)
Most directly affected by the new law
A WFOE is a Chinese legal entity fully owned by foreign shareholders. Under the 2025 Company Law, it now faces the same compliance obligations as domestic companies.
Key changes
- Shareholders must fully pay subscribed capital within five years of incorporation.
- Details of shareholders, capital, and directors must be disclosed through the National Enterprise Credit Information Publicity System (NECIPS).
- Each company must appoint a Liaison Officer for communication with regulators.
- Directors and senior managers carry stricter fiduciary duties and personal liability.
Impact on investors
WFOE owners must plan capital injections carefully, update corporate records, and strengthen internal governance to ensure full compliance.
Joint Venture (JV)
Now unified under the same Company Law as local firms
Before 2020, China regulated JVs through separate laws for Equity Joint Ventures (EJV) and Co-operative Joint Ventures (CJV).
After the Foreign Investment Law (2020) repealed those statutes, all JVs now fall under the same Company Law 2025 framework as WFOEs and Chinese LLCs.
Key requirements
- Update the Articles of Association to reflect new capital and governance rules.
- Ensure capital is fully contributed within five years.
- Disclose shareholder and management changes promptly.
Impact on investors
Existing JVs should review their shareholder agreements and internal governance to align with the new transparency and disclosure standards.
Representative Office
Indirectly affected through registration and reporting rules
A Representative Office is not a separate legal entity in China and cannot conduct revenue-generating activities.
However, it is still subject to the new SAMR Order No. 95 registration requirements.
Key updates
- Must designate a Liaison Officer with valid contact information.
- Office address and documentation must be accurate and kept up to date.
- Inaccurate or missing information can result in the entity being listed on the Abnormal Operation List.
Impact on investors
Representative Office remain a useful, low-risk option for market research and networking, but parent companies must maintain accurate filings and renew registrations as required by local SAMR offices.
Foreign-Invested Partnership (FIP)
Partially affected through registration and disclosure requirements
FIPs are governed by the Partnership Enterprise Law, not the Company Law, yet they must comply with the same 2025 registration and disclosure rules under SAMR.
Key points
- Must disclose information about General Partners and Limited Partners, along with their capital contributions.
- Must file accurate details of business scope and office address.
- SAMR may verify partnership agreements and supporting documentation.
Impact on investors
FIPs remain a flexible model for service or investment-based operations, but partners must understand that General Partners assume unlimited liability and must comply with new disclosure standards.
What Foreign Investors Should Do Now
- Review and revise your company’s Articles of Association to align with the 2025 Company Law.
- Prepare a five-year capital contribution plan and ensure it’s properly filed.
- Appoint a registered Liaison Officer and maintain accurate contact details.
- Verify public information on NECIPS to avoid penalties.
- Strengthen governance and compliance systems for board decisions and reporting.
Conclusion
China’s New Company Law 2025 and SAMR Order No. 95 establish a more transparent and standardized business environment.
While WFOEs and JVs are most directly affected, Representative Office and FIPs must also comply with stricter registration and disclosure obligations.
For foreign investors, these reforms mean tighter timelines, clearer responsibilities, and greater accountability—but also a fairer, more credible playing field.
Those who adapt early will enjoy smoother operations and long-term confidence in China’s evolving market.
Adapting to the 2025 Company Law isn’t just about compliance — it’s about building trust and long-term stability in China. InvestinAsia can support you every step of the way — get in touch today.
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