China Trade Company Setup for Foreign Founders: Registration, Import Rights & Tax (2026)

China removed the nationwide foreign-trade-operator filing on December 30, 2022. A company no longer waits for that former commerce filing, but it still needs registrations linking the entity to Customs, the China E-Port, tax and its bank. These can usually be coordinated within a typical reference timeline of two to four weeks after the business licence.

Hainan’s island-wide customs closure began on December 18, 2025, changing how an import/export business evaluates location, tariffs and mainland distribution. For founders looking to start a business in China, a china trade company is a vehicle for trading in its own name.

This guide covers a general trade import/export legal entity—not cross-border e-commerce retail. Customs credit, profit payments and cross-border funds appear only where they enter the setup sequence. A foreign founder commonly uses a Wholly Foreign-Owned Enterprise (WFOE), while a joint venture remains available for a real commercial purpose.

1. Can Foreigners Own 100% of a China Trade Company? The Negative List Answer

Yes, for general goods. The legal starting point is the Foreign Investment Law and its implementing regulation, both effective January 1, 2020. Together they apply pre-establishment national treatment plus a negative-list system: a foreign investor receives national treatment before entry unless a business falls within a listed prohibition or restriction.

The current national foreign-investment negative list is the 2024 version, issued as NDRC and MOFCOM Order No. 23 and effective November 1, 2024. It contains 29 measures and removed the remaining manufacturing-sector foreign-investment restrictions. Within wholesale and retail, the list prohibits investment in the wholesale or retail of tobacco leaves, cigarettes, re-dried tobacco leaves and other tobacco products. It does not place general-cargo import, export, wholesale or retail business in a restricted or prohibited category.

That produces a clear entity answer: foreign investors may hold 100% of a general-goods trading company. A Chinese shareholder is not legally required merely because the company imports or exports. Product-specific regulation still matters. The 2025 Market Access Negative List has 106 items and includes licensing, quota or state-trading controls for particular products such as crude oil, tobacco, grain, pharmaceuticals and refined oil. That market-access list applies to domestic and foreign businesses; a foreign investor must comply with it in addition to the foreign-investment list.

Ownership and operating permission must therefore be tested separately. Confirm the planned business against both negative lists, map each product to its licences, quotas and inspection rules, and draft a business scope that matches the contracts and declarations. The foreign-investment information report is submitted through the enterprise registration and National Enterprise Credit Information Publicity systems under Article 38 of the implementing regulation; it is not a separate commerce approval. The choice between direct foreign ownership and a Hong Kong holding layer is covered in our corporate structuring guide.

2. The Setup Process: A Step-by-Step SOP

For a foreign corporate shareholder, the qualification document is generally notarised in its home jurisdiction and accompanied by an Apostille issued by the competent authority. A foreign natural person holding a Chinese permanent-residence identity card does not need notarisation; a passport bearing a visa issued by a Chinese embassy or consulate may be checked against the original without notarisation. Hong Kong, Macao and Taiwan investors use the applicable locally notarised documents.

Business-licence registration is commonly handled through multi-certificate integration or a local one-stop online portal. The typical reference period is three to five working days, and some locations may complete registration on the same day. This is not a completion promise: document readiness, identity verification, business scope and local review affect actual handling.

Step	Item	Authority/channel	Statutory/reference timeframe	Charge	Official basis
1	Independent name declaration	Market regulation authority / one-stop portal	Immediate–1 working day	Free	SAMR
2	Business-licence registration	Market regulation authority	Typical 3–5 working days	Free	Measures for Administration of Company Registration
3	Company chops	Public-security filing / chop provider	Typical 1 working day	Production cost	Public-security filing
4	Bank accounts: basic and capital accounts	Domestic bank	Typical 1–2 weeks including review	Set by bank	Bank AML review
5	Tax registration and fapiao access	Competent tax authority	Immediate–1 working day	Free	STA
6	Foreign-investment information report	Synced through registration system	With establishment registration	Free	Article 38, implementing regulation
7	Customs consignor/consignee filing	Customs / Single Window / multi-certificate channel	Statutory 3 working days	Free	GACC Decree No. 253
8	China E-Port cards	China E-Port	Typical 3–5 working days	First cards free	China E-Port
9	Export tax exemption/rebate filing	Tax authority / e-tax system	Before first claim	Free	STA Announcement [2022] No. 9
10	Trade foreign-exchange directory registration	Domestic bank since June 1, 2024	Immediate–1 working day	Free	Huifa [2024] No. 11

Steps 7, 8 and 10 can partly run in parallel. Assign one owner and retain each submission receipt.

3. China Import Export Company Registration: The Four-Part Qualification

The phrase china import export company registration now describes a package rather than one licence. On December 30, 2022, the NPC Standing Committee deleted Article 9 of the Foreign Trade Law. Commerce authorities then stopped processing the former foreign-trade-operator filing nationwide. A registered enterprise obtains the right to conduct foreign trade, but it still needs four operating components before it can complete declarations, receive and pay trade funds, and claim any available export rebate.

1. Customs consignor and consignee filing. GACC Decree No. 253 requires the applicant to have market-entity status. The company can select the filing during multi-certificate business registration or apply through the China International Trade Single Window or Internet Plus Customs using the filing information form. The published statutory handling period is three working days, there is no government charge, and the filing is valid for the long term.

2. China E-Port access and cards. After Customs filing, the company applies online for one legal-representative card and one operator card. The first two cards are free and their cardholders cannot be the same person. The cards provide access to the connected Customs, tax and foreign-exchange functions used for declarations, rebates and trade administration.

3. Export tax exemption/rebate filing. The company submits the prescribed form through the e-tax system or Single Window no later than its first export exemption or rebate claim. The filing is free. Eligibility for an actual rebate depends on taxpayer status, the goods, HS code, declarations, supporting documents and the tax authority’s review.

4. Trade foreign-exchange directory registration. Under Huifa [2024] No. 11, the former local foreign-exchange-administration approval was cancelled from June 1, 2024. Before the first goods-trade receipt or payment, the company submits the application to a domestic bank, online or at the counter. The bank records the information through the digital foreign-exchange platform.

Component	Authority	Core function	Prerequisite	Channel	Statutory/reference timeframe
Customs consignor/consignee filing	GACC / local Customs	Customs declaration qualification and code	Business licence / market-entity status	Multi-certificate channel / Single Window / Internet Plus Customs	Statutory 3 working days
China E-Port cards	China E-Port	Data channel linking Customs, tax and foreign-exchange systems	Customs filing complete	Online application plus collection or delivery	Typical 3–5 working days
Export exemption/rebate filing	Competent tax authority	Qualification to submit export-rebate claims	Business licence and tax registration	E-tax system / Single Window	Before first claim
Trade foreign-exchange directory	Domestic bank	Qualification for goods-trade foreign-exchange receipts and payments	Business licence	Bank counter / online	Immediate–1 working day

These components can partly overlap. From the business licence to the completed operating package, two to four weeks is a typical reference timeline, subject to complete documents, card issuance, bank handling and local system availability. It is not a statutory single-window deadline.

4. Registered Capital: No Statutory Minimum, But the 5-Year Clock Is Real

A general trading limited liability company has no statutory minimum registered capital. Minimum-capital rules that apply to specially licensed sectors such as banking, insurance or securities should not be transplanted to an ordinary trading entity. Import/export operation itself does not create a fixed minimum amount.

The absence of a minimum is not permission to declare an arbitrary figure. The Company Law revised in 2023 and effective July 1, 2024 requires shareholders of a newly formed limited liability company to pay all subscribed capital within five years of establishment. The articles of association should set a credible payment schedule that matches inventory funding, deposits, credit terms, payroll and expected operating losses.

Companies established before June 30, 2024 have a transition through June 30, 2027 to adjust long contribution periods, with the adjusted five-year period ending no later than June 30, 2032. An LLC may have one to 50 shareholders. A foreign-invested enterprise may state registered capital in renminbi or a freely convertible currency; it must still contribute on schedule and document each remittance.

5. Taxes and Export Rebates: What a China Trading Company Actually Pays

China’s VAT Law took effect on January 1, 2026 and retains 13%, 9% and 6% rates. Sales and imports of goods generally use 13%, specified goods may use 9%, and covered services use 6%. Classification follows the actual supply and product.

VAT taxpayer status affects both input-credit treatment and export rebates. A small-scale taxpayer generally has annual VAT-taxable sales of no more than RMB 5 million, uses the 3% levy rate and cannot credit input VAT. A general taxpayer applies the relevant 13%, 9% or 6% rate and may credit qualifying input VAT. A trader seeking export rebates must register as a general taxpayer.

Item	Small-scale taxpayer	General taxpayer
Annual sales standard	Up to RMB 5 million	Above RMB 5 million, or voluntary registration
Applicable rate	3% levy rate in 2026	13% / 9% / 6%
Input VAT credit	Not available	Available for qualifying input VAT
Export rebate	Exemption without rebate	Export exemption/rebate may apply
Invoice type	Ordinary fapiao; special fapiao may be issued through the prescribed route	May issue VAT special fapiao
Filing cycle	Quarterly	Monthly
Trading-company fit	Not suited to an import/export trader seeking rebates	Required for an import/export trader seeking rebates

Export treatment differs by business model. Production enterprises use the exemption-credit-refund method for qualifying self-produced exports; foreign-trade enterprises use the exemption-refund method. The rebate rate is determined by the product’s HS code and commonly falls at 13%, 9%, 6% or 0%. Every product must be checked in the State Taxation Administration or e-tax lookup. If the rebate rate is below the VAT rate, the rate difference is transferred out of input VAT and recorded as cost.

Point	Rule
Policy method	Exemption-credit-refund for production enterprises / exemption-refund for foreign-trade enterprises
Rebate rate	Determined by HS code; common rates 13% / 9% / 6% / 0%; check each product
Rate lookup	E-tax system export-rebate information lookup / STA website export-rebate lookup
Filed documents	Purchase and sales contracts, transport documents and entrusted declaration documents
Retention deadline	Retain within 15 days after the claim; keep for 5 years
Document format	Paper, image or digital under STA Announcement [2022] No. 9
VAT/rebate difference	Where the rebate rate is below the VAT rate, transfer the difference out of input VAT and record it as cost
Filing channel	E-tax system / China International Trade Single Window / offline filing system

The tax authority’s normal review may take a typical five to 15 working days. A first claim or identified concern can trigger on-site verification and extend handling beyond 20 working days. These are reference periods only; the actual rebate amount and payment timing remain subject to the competent tax authority’s handling.

Corporate income tax is generally 25%. A separate conditional 15% Hainan rate is addressed in the next section. At shareholder level, a foreign individual’s dividend from a foreign-invested enterprise has been subject to 20% individual income tax since September 1, 2026; see the focused dividend tax guide. Moving available profits abroad also requires the corporate-law, tax and bank-review sequence in our profit repatriation guide.

6. The Hainan Edge: Stacking Post-Closure Benefits Under the Hainan Free Trade Port

Hainan began island-wide customs closure on December 18, 2025. In official terms, the framework is “first line open, second line controlled, free circulation within the island.” Eight ports open to the outside and ten second-line ports entered operation. This is a customs-boundary arrangement for business operations; it does not by itself remove every tax or filing obligation.

The zero-tariff regime shifted from a positive-list approach to a negative list. Coverage expanded from 1,900 tariff lines, or 21%, to 6,637 tariff lines, about 74%. Roughly 26% remain subject to duty. Eligible zero-tariff goods can circulate duty-free between qualifying entities on the island, subject to the applicable rules. The Hainan Free Trade Port guide covers the wider closure framework and eligibility boundaries.

For mainland distribution, GACC Decree No. 158 applies a distinct processing value-added rule. Goods produced by an encouraged-industry enterprise with imported inputs and at least 30% processing value added in Hainan may enter the mainland exempt from import duty. Import VAT and consumption tax are still levied. An imported general-trade product resold to the mainland without qualifying processing does not receive that import-duty treatment.

Corporate income tax can be 15% only for an encouraged-industry enterprise that satisfies substantive operation in Hainan. Its actual management body must exercise substantial and comprehensive control over production and operations, people, accounts and assets in Hainan; otherwise the general 25% rate applies. Eligible high-end and urgently needed talent may separately qualify for a maximum 15% individual income tax burden under the applicable rules.

EF accounts add a fund-flow channel. Operating since May 6, 2024, they allow qualifying first-line current-account receipts and payments on payment instructions and provide facilitation for capital transactions other than securities investment, subject to the first-line and second-line framework. By July 2026, reported business volume had exceeded RMB 600 billion across 13 banks and more than 1,200 accounts. See the dedicated cross-border fund flows guide for the account boundary and transaction review.

Policy dimension	Hainan FTP trading company	Mainland trading company
Import duty	About 74% of tariff lines covered after closure	Most-favoured-nation or ordinary tariff rates
Processing value added	At least 30% value-added goods may enter the mainland exempt from import duty, subject to encouraged industry and substantive operation	Not applicable
Corporate income tax	15% for encouraged industry plus substantive operation	25% statutory rate
Individual income tax	Maximum 15% for eligible high-end and urgently needed talent	3%–45% progressive rates
Cross-border funds	EF account: first-line instruction-based transfers and facilitated capital flows within scope	Ordinary foreign-exchange administration
Customs credit	Same five-tier system; 125 enterprises in Hainan as of August 2026	Same system
VAT	13% / 9% / 6%, nationally uniform	13% / 9% / 6%
Export rebate	Nationally uniform system	Nationally uniform system

Hainan can fit a company with genuine island operations, eligible imports or processing, and a supportable mainland route. Outbound investment is covered separately in our ODI guide.

7. 2026 Registration Updates: Five Developments Worth Knowing

China’s foreign-investment registration framework has continued to evolve. Five developments at or around the registration stage are relevant to a foreign founder setting up a company in 2026.

Apostille replaces consular legalisation for Hague Convention members. Since the Apostille Convention took effect in China on 7 November 2023, investor qualification documents from contracting states — about 130 parties as of August 2026, including Turkey and Morocco — require only a notarial act followed by an Apostille from the competent authority in the document’s country of origin. This replaced the former dual step of notarisation plus consular legalisation and shortens the typical document-preparation cycle. Investors from non-member states still follow the consular route. See §2 for the document checklist.

Local “one licence, multiple addresses” pilots. Certain localities — for example Shanghai and Sanya — have piloted a reform allowing enterprises to register several business premises under one business licence within the same registration authority’s jurisdiction, avoiding a separate branch licence for each site. This is a local business-registration reform rather than a national FDI-specific rule, so availability and conditions depend on the locality. It is most useful for consulting, technology-services or trading businesses with multiple offices or showrooms.

Online identity verification and e-signature, piloted in Hainan. Since July 2026, Hainan’s market regulator has offered foreign individual investors integrated online identity verification and electronic signature through the Hainan e-Registration service, replacing the previous “apply online, verify offline” step for covered cases. This is a Hainan pilot, not yet a nationwide arrangement, and specific document types remain subject to the regulator’s current practice.

“Multi-report-in-one” information reporting. Foreign-invested enterprises file annual reporting through the National Enterprise Credit Information Publicity System in a single submission; market-regulation, commerce and foreign-exchange authorities share the data, removing the need to lodge duplicate annual reports. This mechanism has been in place since the 2019 Foreign Investment Information Reporting measures.

Cross-border RMB through the EF account system. Hainan’s multi-function free-trade (EF) account supports multi-currency settlement, and Hainan policy encourages RMB use in cross-border trade and investment. For qualifying investors this can streamline capital contribution and settlement; it is a facilitation built on existing account arrangements rather than a single new “RMB contribution policy”.

These developments reduce administrative friction but do not change substantive requirements — negative-list compliance, registered-capital duties under the Company Law, or the conditions for Hainan’s 15% corporate-income-tax rate. All remain subject to applicable rules and local implementing practice.

8. Customs Credit and the Certification Upgrade Path

GACC published Decree No. 282 on January 13, 2026 and brought it into force on April 1, 2026. The rules expanded enterprise credit from three to five categories: Advanced Certified, Certified, Regular, Discredited and Seriously Discredited. The first two are Chinese customs certification tiers. A new trading company enters as a Regular enterprise after Customs filing and is subject to ordinary supervision measures.

The new Certified tier creates an intermediate route before Advanced Certified. Its threshold is about 30% lower than the Advanced Certified tier, while the framework still examines internal controls, financial standing, compliance and trade security. At the end of 2025, China had 6,876 certified enterprises—about 1% of businesses with import/export performance—contributing nearly 40% of national trade.

Hainan had 125 enterprises in the advanced category by the end of August 2026. During the first seven months of 2026, they represented 3.2% of Hainan businesses with import/export performance and contributed RMB 45.1 billion, or 20% of provincial trade. Their average inspection rate was reported as 20% lower than Regular enterprises and average import clearance time 34% shorter. These are dated aggregate statistics, not a promise for an individual shipment.

For the full application SOP, two-tier standards and mutual-recognition details, see our dedicated customs certification guide.

9. Practical Pain Points and Real Timelines

Bank account review. Banks commonly request the business licence, representative and handler identification, company chops, articles and identification for the two largest natural-person shareholders. Foreign-invested companies may face an interview, anti-money-laundering review or original-document checks. One to two weeks is a reference period, not a commitment.

Import/export package and rebates. Customs filing takes three working days by statute; e-port cards commonly take three to five. The full operating package can often be coordinated in two to four weeks. A normal rebate review may take five to 15 working days, while a first claim or concern can lead to on-site review and more than 20. Plan cash flow without assuming a fixed completion or payment date.

Foreign-exchange classification. A new goods-trade enterprise starts in Category A. It can generally process a current-account payment below USD 50,000 through its bank without transaction-by-transaction document review; later B or C classification brings stricter review.

Hiring before formation. The company cannot employ staff before it exists. For earlier hiring, compare a lawful employer of record transition.

Use a dated responsibility matrix to identify who provides documents, holds cards, approves declarations, reconciles receipts and retains tax evidence.

10. Common Myths About Setting Up a China Trading Company

• “Foreigners cannot own the whole company.” General-goods trade is outside the 2024 foreign-investment negative list, so a foreign investor may use a 100% WFOE, subject to product rules.
• “Import-export rights need months of MOFCOM approval.” The former operator filing ended in 2022. Customs filing takes three working days by statute; the whole package commonly takes two to four weeks as a reference.
• “An export rebate returns every yuan of VAT.” The HS code controls the rate; any gap below the VAT rate becomes cost, and claims require the correct status and documents.
• “Hainan registration removes duty nationwide.” About 74% of tariff lines are covered at the first line. Mainland-bound goods still face second-line rules, including the 30% value-added condition for the processing route and applicable import VAT and consumption tax.

11. FAQ: China Trade Company Setup for Foreign Founders

Can a foreigner 100% own a trading company in China?

Yes. General-cargo import and export trading is outside China’s 2024 foreign-investment negative list, effective November 1, 2024. Foreign investors may establish a 100% Wholly Foreign-Owned Enterprise for general trading without a Chinese equity partner. Restricted products, including tobacco wholesale and retail, remain subject to the applicable access rules.

What is the minimum registered capital for a China trading company?

There is no statutory minimum registered capital for a general trading company. Under the Company Law effective July 1, 2024, however, shareholders of a newly established limited liability company must pay all subscribed capital within five years of establishment. The declared amount should therefore be commercially supportable rather than merely large on paper.

How long does it take to get import-export rights in China now?

The foreign-trade-operator filing was cancelled nationwide on December 30, 2022. After the business licence is issued, Customs filing has a statutory three-working-day period. The full package—Customs filing, e-port cards, foreign-exchange directory registration and export-rebate filing—typically takes about two to four weeks as a reference timeline, subject to documents and local processing.

Do I still need to register with MOFCOM for foreign trade?

No. The NPC Standing Committee deleted Article 9 of the Foreign Trade Law on December 30, 2022, and commerce authorities stopped processing the former foreign-trade-operator filing. A company obtains the right to conduct foreign trade upon registration, but it must still complete the Customs, e-port, tax-rebate and foreign-exchange registrations needed to operate the trade cycle.

What is the export tax rebate rate in China?

The rate depends on the product’s HS code; common rates are 13%, 9%, 6% or 0%. Each product must be checked through the State Taxation Administration or e-tax system. Where the rebate rate is lower than the VAT rate, the difference is transferred out of input VAT and becomes a business cost. Actual handling remains subject to the competent tax authority.

Is it true that everything imported into Hainan is zero-tariff?

No. After island-wide customs closure on December 18, 2025, about 6,637 tariff lines—roughly 74% of all lines—are covered, while about 26% remain dutiable. Qualifying goods sent from Hainan to the mainland must meet the processing value-added threshold of at least 30% to receive the import-duty exemption; import VAT and consumption tax still apply.

What are the tax advantages of setting up a trading company in Hainan?

Potential advantages include 15% corporate income tax for an encouraged-industry enterprise that satisfies substantive operation in Hainan, zero tariff on about 74% of tariff lines, the processing value-added import-duty rule and EF-account facilitation. Each measure has separate eligibility conditions; registration in Hainan alone does not establish entitlement.

What is the new customs credit system starting April 2026?

GACC Decree No. 282 took effect on April 1, 2026 and created five levels: Advanced Certified, Certified, Regular, Discredited and Seriously Discredited. The first two are China’s customs certification tiers. A newly filed trading company starts as Regular and may later apply for Certified status before pursuing Advanced Certified status.

What are the china joint venture requirements for a trading business?

General trading is permitted through a joint venture, but because it is outside the foreign-investment negative list there is no statutory requirement for Chinese equity participation. Many foreign investors use a WFOE for control. A joint venture may fit when a local partner contributes market access, distribution networks or regulatory experience. For a full side-by-side comparison of ownership, IP and governance trade-offs, see our WFOE vs joint venture guide.

How is general trade different from online retail e-commerce in China?

General trade is the conventional B2B import and export of goods under standard Customs procedures, including HS-code classification, duties, VAT and export rebates. E-commerce (online retail) sells to end consumers through B2C or C2C channels and may use simplified modes such as 9610, 1210 or 9810. This guide covers only a general-trade legal entity.

Final Thoughts

The former operator filing is gone, Hainan’s island-wide customs closure is operating, and Decree No. 282 has introduced five Customs credit levels. A durable china trade company still needs permitted goods, supportable capital, a real operating location and aligned bank, tax, Customs and foreign-exchange records. All timelines here are statutory periods or planning references; actual handling depends on the authority, bank and documents.

China Trade Content Cluster

• Customs certification: China customs certification for foreign companies
• Outbound company profits: WFOE profit remittance process
• Hainan closure framework: Hainan FTP business guide
• Cross-border capital: Hainan fund-flow framework

Related Posts

• China customs certification for foreign companies
• How to remit WFOE profits out of China
• Hainan Free Trade Port complete business guide

Official Sources

• Foreign Investment Law implementing regulation — State Council
• 2024 Foreign Investment Negative List — NDRC
• 2024 Foreign Investment Negative List — State Council Gazette
• 2025 Market Access Negative List — NDRC
• Foreign-trade-operator filing cancellation — State Council
• Customs consignor and consignee filing guide — GACC
• China E-Port card procedure
• VAT Law — State Taxation Administration
• Export rebate rate lookup — State Taxation Administration
• Huifa [2024] No. 11 — State Council
• GACC Decree No. 282 — State Council Gazette
• Hainan processing value-added rule — GACC Decree No. 158
• Hainan FTP policy update

---

Need help mapping the entity, product rules and operating registrations? Contact Hainan Setup or book a 30-minute consultation. We confirm scope and responsibility in writing; competent authorities and banks make the final decisions.

Before committing to a structure or supplier, use our China market-entry consulting service to map the commercial, operating and regulatory questions.