The vocabulary, in plain English

Glossary The vocabulary, in plain English Doing business in China runs on terms that are precise in one language and approximate in the other. These are the ones that cost people money when they are misunderstood, defined properly, with the Chinese original where it matters. Written and checked by Anna Zheng · Last checked 15 September 2026 Company records Business licence 营业执照 The certificate issued to every registered Chinese company, carrying its name, code, legal representative, capital and permitted business scope. Issued by the local market-regulation authority and displayed at the company’s premises. The authoritative version is the record behind it on the national registry. Changes to the name, scope, capital or legal representative are made by filing, and the licence is then reissued. What documents do I need to register a company? Unified Social Credit Code 统一社会信用代码 The 18-character identifier of a registered Chinese organisation. Simultaneously its registration number and tax number. Introduced by the 三证合一 reform, which merged the old business, tax and organisation-code numbers into one. It never changes, and it appears on contracts, fapiao and official filings. Characters three to eight encode the registering administrative division. Business scope 经营范围 The controlled field on a Chinese business licence stating what activities the company is permitted to carry on. Not free text. It is registered, published, and can only be changed by filing. A contract is not void merely because it goes beyond the scope, but the tax office sets which fapiao a company may issue partly by reference to it, and a licensed activity needs its licence whatever the scope says, so drafting it is a real decision at registration rather than a formality. What a registration quote leaves out Registered capital 注册资本 The total amount a company’s shareholders commit to contribute. A registration item on the business licence, and a different thing from the amount actually paid in. A limited liability company formed since 1 July 2024 must have its subscribed capital paid in within five years of establishment; one registered before that date has until 30 June 2027 to bring a longer schedule inside five years. A joint stock company’s promoters pay for their shares in full before the company exists. It is a public, dated commitment rather than a display figure, and reducing it later is a formal procedure with notice to creditors. What is registered capital? Legal representative 法定代表人 The individual registered as able to bind a Chinese company. Not the same idea as a director or a CEO. Chinese law vests binding authority in one named natural person, recorded on the licence and the registry. Their signature and the company chop are what make a contract stick. Choosing who holds the role is one of the most consequential decisions in setting up a company, and changing it later needs that person’s cooperation or a formal process. What is a legal representative? Abnormal operations list 经营异常名录 A public listing applied to companies that failed to file an annual report or could not be reached at their registered address. Visible on the national registry alongside the company record, where banks, customers and partners can see it. The listing itself places no bar on the legal representative; the personal bars come with revocation of the licence or the serious dishonesty list. The usual causes are a missed 30 June annual report or an unreachable registered address, and both are cheaper to prevent than to have removed. What annual filings must a Chinese company make? Company chop 公章 The official seal of a Chinese company. In practice it carries more weight than a signature. A document bearing the company chop is generally taken as an act of the company. Chops are registered with the Public Security Bureau, and companies typically hold several: a company chop, a contract chop, a finance chop, an invoice chop and a legal-representative chop. Control of the chop is control of the company, which is why chop custody is a real governance question rather than an administrative one. What is a company chop? Related services Company Setup & Compliance CoordinationMarket Entry & Structure Advisory Tax Fapiao 发票 The official tax invoice in China. A receipt is not a fapiao and does not have the same effect. Fapiao are issued through the state tax system, and they are how expenditure is recognised for Chinese tax purposes. For a Chinese entity, an expense without one is generally not deductible, which is why the question belongs in the price discussion rather than at settlement. Increasingly issued in fully digital form. What is a fapiao? Market entry WFOE 外商独资企业 Wholly Foreign-Owned Enterprise: a Chinese limited liability company owned entirely by foreign investors. The usual vehicle when a foreign business genuinely needs to operate in China: invoicing domestically in RMB, holding inventory in its own name, employing staff directly. It carries the full compliance load (bookkeeping, monthly and annual filings, an annual report and audit), and deregistration commonly takes the better part of a year. Register one when a specific trigger requires it, not because it feels like the serious option. WFOE vs rep office vs no entity Negative list 负面清单 The published list of sectors where foreign investment in China is restricted or prohibited. Anything not on it is open to foreign investors on domestic terms. China regulates foreign investment by exception: the list names what is restricted, and everything else is treated the same as domestic investment. It is revised periodically and has been progressively shortened. A separate market access list, and sector licences, apply to domestic and foreign businesses alike. Checking the current edition is the first step in any market-entry question, because it determines whether the rest of the conversation is even possible. The negative list, explained Cross-border e-commerce 跨境电商 The regulated channel through which Chinese consumers buy imported goods directly from overseas sellers. Lets a foreign brand reach Chinese consumers without a Chinese entity, which is the whole point of it. Platform onboarding standards have tightened and now commonly ask a foreign brand for an overseas corporate record, an overseas trademark and evidence that the business genuinely operates. Requirements change, so check the platform’s own merchant terms before building anything. What is 1210 bonded import? Related services Market Entry & Structure AdvisoryCompany Setup & Compliance Coordination Documents Apostille A single certificate that authenticates a public document for use in another country that is party to the Hague Convention. Since China joined the Convention, documents moving between China and other member states no longer need consular legalisation. India is the exception: it objected to China’s accession, so the Convention is not in force between the two and documents from India still take the consular route. An apostille authenticates the signature or seal on a document. It says nothing about whether the content is true, and nothing about whether the receiving institution will accept your translation. Those remain separate problems. How to get a document apostilled for China Certified translation A translation accompanied by a signed statement of accuracy and, in China, the translating company’s seal. There is no single international standard, which is the source of most rejections. What matters is the receiving institution’s requirement: a Chinese bank, a registry, a court and an overseas platform may each accept something slightly different. Ask the recipient what they accept before commissioning the translation, not after. Related services Document Notarisation & ApostilleCertified Chinese and English Translation Brand & IP CNIPA 国家知识产权局 The China National Intellectual Property Administration, the authority for trademarks and patents in mainland China. Trademark applications are filed with CNIPA, and for a foreign applicant must generally be filed through a trademark agency registered with it. We handle class and subclass strategy and read the clearance search. First to file The principle that trademark rights in China go to whoever registers first, largely regardless of prior use elsewhere. The reason foreign brands lose their own names in China. The pattern is mundane: a brand starts conversations with Chinese partners and files months later, once the market justifies the cost. By then a distributor, a former partner or a speculative filer has registered it. File before the first conversation, and register a Chinese-character version as well as the Latin one. China first-to-file, explained Subclass 类似群组 China subdivides the international trademark classes into subclasses, and goods in different subclasses are often treated as dissimilar. This is why filing "in class 25" is not a strategy in China. A registration covering your product but not the adjacent subclass can leave a gap wide enough for a near-identical mark to be registered alongside you. Class and subclass mapping is a technical exercise, and getting it wrong is expensive to fix. Related service Trademark Strategy & Filing Coordination Missing a term? Tell us and we will add it. The longer explanations live in answers, the procedural walk-throughs in guides, and the analysis in insights. Know the words. Want the work done? Book a 45-minute consult. We map your situation to the right process, tell you honestly what is and is not possible, and give you a fixed fee. No obligation. Book a consult · US$120 Credited in full against any service you go on to book.