Guides
Key personnel required for a China WFOE
Who must be named for a Wholly Foreign-Owned Enterprise in China: shareholders, directors, legal representative, and supervisors under the current PRC Company Law.
A China WFOE is usually organised as a limited liability company (有限责任公司) under the PRC Company Law (2023 revision, effective 1 July 2024). “WFOE” remains the common market term for a wholly foreign-owned company / foreign-invested enterprise; the statutory form is typically a limited liability company owned by foreign investors. The roles below summarise the framework foreign investors commonly plan for. Exact appointments depend on your articles of association, company size, and any sector-specific rules. This is general information, not legal advice.
Shareholders
A Wholly Foreign-Owned Enterprise is owned by foreign investors — typically one or more overseas companies and/or foreign individuals. It is not accurate to say shareholders must be “foreign nationals”: corporate shareholders are common. Domestic Chinese individuals are not WFOE shareholders under the wholly foreign-owned model. Shareholder meetings (or written resolutions where permitted) should follow the Company Law and the articles of association.
Directors / board
Under the current Company Law, a limited liability company generally establishes a board of directors with three or more members (Art. 68), or — where the company is smaller in scale or has fewer shareholders — may appoint a single director who exercises board powers and may concurrently serve as manager (Art. 75). A two-member board is not a valid board structure under the statutory “three or more” board rule.
Older materials often used the label “executive director.” The current Company Law text uses the single-director option rather than that legacy title.
Legal representative
A company must have a legal representative (法定代表人), whose name appears on the business licence. Under Art. 10, the legal representative is, as provided in the articles of association, a director who represents the company in executing company affairs, or the manager.
Supervisors / audit committee
A limited liability company generally establishes a board of supervisors, subject to exceptions: smaller companies may appoint one supervisor, or — with unanimous shareholder consent — may have no supervisor (Art. 83). The articles may also provide for an audit committee of the board to exercise supervisor powers instead of a supervisor/board of supervisors (Art. 69).
Official sources
General information only — not legal, tax, or investment advice. Rules and local practice can change; confirm current requirements for your city, industry, and structure.