Guides
Key personnel required for a China WFOE
Who must be named for a Wholly Foreign-Owned Enterprise in China: shareholders, board of directors, legal representative, and supervisors—and what each role involves.
A WFOE is required to have various personnel to form its structure. Below is an overview of the main roles foreign companies typically need to plan for when setting up and operating a China WFOE.
WFOE shareholders
A WFOE must have shareholders who are foreign nationals; they cannot be Chinese nationals and must hold shareholder meetings annually.
WFOE board of directors
A WFOE must also have a minimum of one director for its board of directors. Directors can live anywhere and don’t necessarily need to be present in China. When there is only one director, this individual must also hold the title of Managing Director or Executive Director.
A WFOE cannot have two directors. If a WFOE is to have more than one director, the minimum headcount starts at three, up to a maximum of thirteen directors. Directors can maintain their positions for three years and can also be re-elected. The board of directors holds responsibility for the majority of management decisions.
WFOE legal representative
A WFOE must have a legal representative whose role is to represent the company in legal matters and ensure WFOE management and shareholders comply with their legal obligations. Business activities in China require a named legal representative, with their name listed on the WFOE business license.
WFOE supervisors
The WFOE supervisors’ role is to oversee the board of directors on behalf of the shareholders. They can hold this position for three years and can again be re-elected by the WFOE shareholders.