China One-Person Company for Foreign Entrepreneurs (2026): OPC Registration, Work Visa and Taxes
A practical 2026 guide to China one-person company registration for foreign entrepreneurs, including ownership, work permits, compliance and Hainan's 15% CIT test.
September 3, 2026 · Hainan Setup Editorial Team · 11 min read
On August 18, 2026, Wenzhou issued its first OPC business license to a foreign individual. Tanzanian entrepreneur Hassan Mohammed Miraj, a recent master’s graduate of Wenzhou University, used a Data Security Port workstation certificate to register an import-export trading company in Ouhai that day. This workstation-number registration was a local facilitation measure, not a national rule.
The local registration official also said that two more foreign OPCs were in preparation as of late August 2026. That is a dated status report, not a projection of later registrations.
The case answers one question—can you own a company in China as a foreigner? Yes, subject to the negative list and sector licensing. It does not merge ownership, permission to work, capital payment, banking, accounting or tax eligibility.
TL;DR
- Foreigners may own 100% of a company outside prohibited sectors and subject to restricted-sector conditions.
- The one-natural-person-one-company cap was abolished on July 1, 2024.
- A sole shareholder has a reversed burden of proof on company-personal asset separation.
- Foreigners cannot use China’s individual-household or sole-proprietorship-enterprise forms; the corporate form is the only lawful solo path.
- Registration does not grant work rights.
- A solo OPC with zero employees will likely not qualify for the 15% CIT in Hainan under the current personnel test.
Why this matters in 2026
Many service pages still repeat the pre-2024 OPC limit. Meanwhile, “OPC” now means both a legal company with one shareholder and an AI-enabled micro-team policy model. According to a Fudan University research team, 23 cities had OPC support policies by mid-2026. Entity form, location and benefit eligibility therefore need separate assessment through a China market-entry plan.
1. Two things called “OPC”: legal form versus policy model
Article 42 permits an LLC with one to 50 shareholders; Article 112 extends the one-shareholder rule to joint-stock companies. A company with only one shareholder has no statutory employee ceiling merely because it is an OPC. Local AI OPC programs, by contrast, define small teams for support-policy purposes.
| Question | Legal form | AI OPC policy model |
|---|---|---|
| Source | Company Law Articles 23, 42, 60, 112 and 208 | Local 2025–2026 measures |
| Meaning | One shareholder; LLC or joint-stock company | AI-enabled founder or micro-team |
| Staff cap | None from OPC status | Hainan generally ≤5; Wenzhou ≤10 full-time |
| Industry | Any permitted activity | Usually digital or AI-enabled projects |
| Foreign participation | Allowed under foreign-investment rules | Program admission assessed separately |
| Support | No automatic OPC benefit | Workspace, compute or finance may be offered |
A WFOE describes foreign ownership; an OPC describes shareholder count. An LLC owned by one foreign individual is both wholly foreign-owned and a one-person company. Two foreign shareholders may still form a wholly foreign-owned company, but not an OPC. For the AI angle, compare Hainan and Qianhai for AI solopreneurs.
2. The 2024 Company Law reset: the cap is gone, safeguards stay
The revised law was adopted December 29, 2023 and effective July 1, 2024. It deleted the old one-person-LLC chapter and now permits one-shareholder joint-stock companies.
Myth vs Fact
Myth: a natural person may form only one OPC, which cannot form another OPC.
Fact: that was former Article 58. The special chapter disappeared and the one-natural-person-one-company cap was abolished on July 1, 2024. Per the Shenzhen AMR, a natural person may form multiple one-person companies and one may form another.
Article 23 keeps the counterweight: abuse can trigger joint liability; its second paragraph adds horizontal veil-piercing across controlled companies, and its third gives a one-shareholder company a reversed burden of proof. If the shareholder cannot prove asset independence, joint liability for company debts may follow. Separate banking, books, contracts, written decisions and commercial related-party records matter.
Article 60 requires signed or sealed written shareholder decisions to be retained. Article 208 requires annual financial reports audited under applicable rules. Because professional views differ on universal compulsory audit, audited annual reports are in practice strongly recommended for an OPC as evidence under Article 23.
Article 47 generally requires subscribed LLC capital to be paid within five years. Most industries have no statutory minimum unless another rule applies. Existing companies have a transition ending June 30, 2027. See our China registered capital guide.
3. Foreign ownership, the negative list and unavailable forms
The Foreign Investment Law permits a foreign natural person to establish an enterprise alone. Prohibited sectors are closed, restricted sectors require stated conditions, and national treatment applies outside the negative list.
NDRC and MOFCOM Order No. 23 of 2024, effective November 1, 2024, reduced the national list to 29 items and removed manufacturing restrictions. Its note bars overseas investors from individual industrial and commercial households, sole proprietorship enterprises and farmer-cooperative membership.
Only lawful solo path
For a foreign founder operating alone, the corporate form is the only lawful solo path in China.
State Council Decree No. 755 limits an individual industrial and commercial household to a citizen, with a stated route for Hong Kong, Macao and Taiwan residents. A common-law sole proprietorship cannot be transplanted into foreign-investment registration.
| Dimension | One-person LLC | WFOE | Individual household | Sole proprietorship enterprise |
|---|---|---|---|---|
| Basis | One shareholder | Foreign ownership | Individual business | One natural-person investor |
| Foreign founder | Yes, subject to access rules | Yes | No | No |
| Liability | Limited unless veil-piercing applies | Usually LLC rules | Unlimited | Unlimited |
| Number cap | Old cap removed in 2024 | No OPC-specific cap | Unavailable | Unavailable |
| Capital | Subscribed; generally five years | Same if an LLC | No registered capital | Declared contribution |
| Information report | Required for foreign shareholder | Required | Not applicable | Unavailable |
The initial foreign investment information report is filed with establishment; certain changes are due within 20 working days and the annual report runs January 1–June 30. Article 37 provides an RMB 100,000–500,000 penalty after an order to correct is ignored. Passport evidence typically needs notarization and authentication or an Apostille; permanent-resident-ID holders may generally avoid that step.
4. Registration, work authorization and continuing compliance
| Step | Action | Key point |
|---|---|---|
| 1 | Screen access | Check the national list; for Hainan also check its 2020 edition, 27 items |
| 2 | File names | Prepare several compliant names |
| 3 | Prepare identity evidence | Passport authentication/Apostille or applicable exception |
| 4 | Register | Submit formation and initial information report together |
| 5 | Activate tax | Complete tax confirmation after licensing |
| 6 | Open accounts | Bank KYC; legal representative typically attends or uses video |
| 7 | Register FDI | Complete bank-side FX registration and capital account steps |
| 8 | Arrange employment accounts | Social insurance and housing-fund setup as applicable |
| 9 | Obtain work rights | Employer filing → notice → Z visa → permits |
| 10 | Maintain records | Tax filing, annual reports, capital payment and asset-separation evidence |
Import-export and ecommerce founders should separately map customs and platform requirements in the cross-border ecommerce registration guide. Before relying on a partner, verify the Chinese company’s registration status.
Registration is not work authorization
A founder's company may apply as employer, but ownership does not predetermine the outcome.
The usual chain is employer registration, permit notice, Z visa, work permit within 15 days after entry and work-type residence permit within 30 days. Authorities assess genuine operations and role necessity. See the China work permit guide.
Unauthorized work may bring an individual RMB 5,000–20,000 in fines; employers may face RMB 10,000 per person up to RMB 100,000. A genuinely passive investor may typically use an M visa for shareholder matters, but substance controls. One talent route refers to USD 500,000 actual investment and at least 30% ownership; it is not a shortcut.
Banks typically perform KYC. FDI registration precedes use of the applicable capital account. An OPC must keep books and file taxes; where it lacks an accounting function, it should use an approved agency meeting Ministry of Finance Order No. 98. See our bookkeeping service.
5. Hainan: registration facilitation and honest 15% CIT math
Hainan’s reform reduced five establishment steps to one and materials by over 77%. Under Qiong Shi Jian Gui [2026] No. 3, since June 30, 2026, foreign passports are fully supported for online identity verification on Hainan e-Registration. Hainan reported 12,400 foreign-invested enterprises by end-May 2026, including 1,240 added from December 2025 through May 2026, from 174 countries and regions.
The FTP list is the 2020 edition, effective February 1, 2021, with 27 items. Hainan was among the first movers in OPC support: local media calls Chengmai’s package and entrepreneur council national firsts. Provincial AI OPC measures, effective June 20, 2026 through 2028, describe teams generally no larger than five and include community awards up to RMB 8 million and loans up to RMB 10 million with a stated interest subsidy. They are industry measures for qualifying projects, not a change to foreign-investment access. Chengmai reported 78 OPCs and 251 entrepreneurs by May 20, including an American founder.
Under Caishui [2020] No. 31 and Caishui [2025] No. 3, the 15% CIT requires substantive operation, encouraged activity, at least 60% qualifying revenue and account-based assessment.
| Test | Requirement | Solo-OPC difficulty |
|---|---|---|
| Registration | Hainan FTP entity | Low |
| Industry | 2024 encouraged catalogue | Medium |
| Revenue | Qualifying main business ≥60% | Medium |
| Assessment | Account-based | Low with complete books |
| Operations | Main operations, premises and equipment in Hainan | Medium |
| Personnel | If fewer than 10 workers, ≥3 each in Hainan for 183 days | High for solo business |
| Accounts | Records and main accounts in Hainan | Medium |
| Assets | Operating assets in Hainan | Medium |
| Period | January 1, 2025–December 31, 2027 | Time-limited |
The honest result: a solo OPC with zero employees will likely not qualify for the 15% CIT. A founder plus two genuine Hainan employees may create a route, but whether the foreign founder counts must be confirmed with the tax authority. The policy is currently legislated through December 31, 2027, with no automatic renewal. See the 15% CIT guide and 183-day substantive-operation rule.
Once those hires are on board, their salaries, individual income tax withholding and social insurance can be handled through payroll outsourcing instead of an in-house setup.
Model before relying
Entity, location and tax qualification are separate decisions. Ask us to model your eligibility; the competent authorities make the final determination.
6. Decision sequence and FAQ
Screen the activity, choose supportable capital, separate ownership from work authorization, establish independent banking and records, and assess incentives separately. Although the legal cap is gone, practices at local registration windows may lag; confirm with the local AMR before filing a second OPC.
Frequently asked questions
Can you own a company in China as a foreigner?
Yes. A foreign individual can own 100% outside prohibited sectors, subject to restricted-sector conditions. Foreign investors cannot use individual-household or sole-proprietorship-enterprise forms. Outside the negative list, registration and the foreign investment information report replace separate commerce approval.
Can a foreigner set up a one-person company in China?
Yes. Article 42 permits an LLC with one shareholder, without a nationality restriction; a joint-stock company may also have one. A foreign-individual-owned LLC is both wholly foreign-owned and a one-person company.
What is a one person company in China?
A one person company in China is a limited liability company with a single shareholder — the form foreign solo founders use to hold 100% equity. Since July 1, 2024, the old rule capping a natural person at one such company has been abolished, so a founder may now register several. For a foreign entrepreneur it functions like a single-shareholder WFOE, with the same registration, tax and compliance duties.
Can a natural person register more than one OPC?
Yes. The one-natural-person-one-company cap was abolished on July 1, 2024. Article 23’s reversed burden of proof and horizontal veil-piercing remain. Local practice can lag, so confirm with the local AMR before a second filing.
Can a foreigner register as a sole proprietor?
No. State Council Decree No. 755 limits individual households to citizens, with stated Hong Kong, Macao and Taiwan arrangements. The negative list also bars overseas investors from sole proprietorship enterprises. A corporate form is required.
Can I register without living in China?
Generally yes; ownership and registration do not require residence. Hainan e-Registration supports remote processing. Work authorization and substantive-operation tax tests remain separate.
Can my own company sponsor my work visa?
It may apply as employer through the permit-notice, Z visa, work-permit and residence-permit chain. Genuine operations and the position are assessed; ownership does not predetermine approval.
Does an OPC need an annual audit?
Article 208 requires reports audited under applicable rules. For an OPC, audited reports are key asset-separation evidence under Article 23 and are in practice strongly recommended.
Can an OPC qualify for Hainan’s 15% CIT?
Only after all business, revenue, accounting and substance tests. A zero-employee OPC is unlikely to qualify because the small-employer rule requires three people for 183 days. The policy runs through December 31, 2027, with no automatic renewal.
Official sources
- NPC: Company Law
- SAMR: Foreign Investment Law
- State Council Decree No. 755
- MOFCOM: 2024 negative list
- Shenzhen AMR: OPC Q&A
- Hainan AMR: registration measures
- Hainan Tax Service: substantive operation
- Hainan FTP: AI OPC measures
- Xinhua: Fudan OPC research
- ezhejiang: Wenzhou case
- Foreign Experts Administration: work categories
This guide is for information only, not legal advice. Confirm current requirements with the competent authorities.
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