Forming a China WFOE

Home | China Law Blog | Forming a China WFOE: Watching the Sausage Get Made One of the most frustrating things about doing business in China is the paper work. I was cc'ed on an email the other day from one of our China company formation lawyers to one of our clients. The client had signed the documents required for a WFOE by ink that looked like the required ink, but wasn't. We told the client that the local Administration for Industry and Commerce (the "AIC" is where WFOE filings go) would likely reject the application due to the wrong ink, but the client chose to go ahead anyway, so as to potentially avoid having to go through the signing process again. This email (with all identifiers hidden) is to let our client know that the AIC did in fact refuse their application and explaining what our client now needs to do to ensure acceptance the next time around. To form a WFOE in China, you typically need around 25 documents, 33 originals, 594 signatures (18 times the 33 originals) and 297 seals (9 times the 33 originals). Fun stuff, let me tell you. One of our China lawyers was quoted the other day in a New York Newsday article on China, in which a China consultant talked about how forming a China WFOE takes 6-12 months. In American Firms Find China Hard Work, the Wall Street Journal noted the following from the recently released AmCham survey: Investment approvals are particularly vexatious, with complaints ranging from apparently arbitrary decisions to excessive paperwork. The proportion of U.S. firms who think foreign and local companies compete on a level playing field with regard to approvals has fallen to 14% from 29% in 2011, according to the chamber’s survey. The below email should give you a bit of flavor as to why forming a company in China can be so "vexatious." In line with our expectations, the _______ AIC rejected your WFOE application documents for having been signed with the wrong ink. Accordingly, please have the attached documents re-executed. The instructions for signing follow: 1. AOA-Chinese: We need 5 Originals, all signed by ____________ and bearing the seal of ___________. 2. AOA-English: For reference only. No need to sign or return to me. 3. Application form-Chinese: We need 2 Originals, both signed by both _________ and _________ and bearing the seal of ___________. 4. Application form-English: For reference only. No need to sign or return to me. 5. Application Letter for Economic promotion bureau-Chinese: We need 2 Originals, both signed by __________ and bearing the seal of ___________. 6. Application letter for Economic promotion bureau-English: For reference only. No need to sign or return to me. 7. Application letter for stamp carving-Chinese: We need 1 Original, signed by ____________. 8. Application letter for stamp carving-English: For reference only. No need to sign or return to me. 9. Appointment letter (executive director and supervisor)-Chinese: We need 3 Originals, all signed by __________ and bearing the seal of ____________. 10. Appointment letter (executive director and supervisor)-English: For reference only. No need to sign or return to me. 11. Appointment letter (General manager)-Chinese: We need 3 Originals, signed by all of the board members (i.e., _________, _______________, and ______________). 12. Appointment letter (General manager)-English: For reference only. No need to sign or return to me. 13. Foreign exchange registration application form-Chinese: We need 1 Original, signed by ____________. 14. Foreign exchange registration application form-English: For reference only. No need to sign or return to me. 15. FSR-Chinese: We need 3 Originals, all signed by _____________ and bearing the seal of __________. 16. FSR-English: For reference only. No need to sign or return to me. 17. Letter of authorization by legal person-Chinese: We need 2 Originals, both signed by ___________. 18. Letter of authorization by legal person-English: For reference only. No need to sign or return to me. 19. Letter of authorization for delivery of legal documents-Chinese: We need 3 Originals, all signed by ___________ and __________ and bearing the seal of ____________. 20. Letter of authorization for delivery of legal documents-English: For reference only. No need to sign or return to me. 21. Letter of undertaking to work safety-Chinese: We need 2 Originals, both signed by ___________ and bearing the seal of __________. 22. Letter of undertaking to work safety-English: For reference only. No need to sign or return to me. 23. The list of board members-Chinese: We need 3 Originals, all signed by _________ and bearing the seal of ___________. 24. The list of board members-English: For reference only. No need to sign or return to me. 25. Power of attorney: We need 3 Originals, all signed by _________ and bearing the seal of __________ IMPORTANT NOTES REGARDING SIGNATURES: (1) The execution documents listed above have yellow “stickies” indicating where to sign, and whose signature is required. When you print these documents, make sure you do not print these notes as well. (2) Make sure to use A4 paper to print the documents and that your printer is set to A4. Note the number of pages and formatting of the documents to ensure that the formatting is consistent. If you have problems printing the documents, we can mail them to you. If you do not use A4 paper and the proper formatting, the documents will be rejected. (3) All signatures must be made with a fine point rollerball pen using water-based ink, such as a Uniball, or a fountain pen. Do not use a thick ballpoint pen or a pen with oil-based ink. Sign in BLACK INK ONLY. All signatures must match the signature in the respective person’s passport. (4) On those documents where the company seal (of __________) is requested, the seal should be affixed over the signature. Once all of the above documents have been signed, please scan and email a copy to me, and send the physical documents directly to our China company formation agent. Got all that everyone? Check Out Our China Law Services Share Twitter Facebook LinkedIn E-mail Comment Dan Harris Dan Harris is a founding member of Harris Sliwoski, an international law firm where he mostly represents companies doing business in emerging market countries. Most of his time is spent helping American and European companies navigate foreign countries by working with the international lawyers at his firm in setting up companies overseas (WFOEs, Subsidiaries, Rep Offices and Joint Ventures), drafting international contracts, protecting IP, and overseeing M&A transactions. In addition, Dan writes and speaks extensively on international law, with a focus on protecting foreign businesses in their overseas operations. He is also a prolific and widely-followed blogger, writing as the co-author of the award-winning China Law Blog. Harris Sliwoski Attorney Read more posts [email protected] Read More Legal News Related Posts September 15, 2026 Your AI-Drafted China Contract Says It Needs a Lawyer. Listen to It. September 11, 2026 Forensic Accountants in China Business Litigation: How True Numbers Can Tell the Wrong Story September 4, 2026 China NNN Agreement or Trademark Registration? You Usually Need Both September 1, 2026 AI Didn't Replace Lawyers. It Gave Us the 48-Page Contract. August 27, 2026 Do I Need a China NNN Agreement or a China Manufacturing Agreement? Usually Both. August 26, 2026 China’s New Overseas Investment Rules: Can Your Chinese Investor Actually Get the Money Out? 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