01 · ChinaMNC
Why consider China from Togo
For Togolese businesses, China is often relevant in two directions at once. Importers and distributors in Lomé use China as a sourcing market for goods, equipment and components, while service and trading companies see Chinese buyers, platforms and partners as a route to larger volumes. Setting up a mainland entity can make sense when you need a local legal presence to sign contracts, invoice Chinese customers, hold a local bank account, hire staff, or manage quality control and logistics closer to suppliers.
China is a large and competitive market, and it is not a shortcut. Buyers expect local responsiveness, Chinese-language documentation and a clear compliance posture. A mainland company also brings ongoing obligations: bookkeeping, tax filings, statutory reporting and annual inspections. The right question is not whether China is attractive in general, but whether your specific activity, customers and supply chain justify a permanent local structure rather than working through agents, trading companies or a Hong Kong entity.
- Useful when you need to contract and invoice inside mainland China.
- Useful for sourcing, quality inspection and supplier management.
- Less useful if your volumes are small or still exploratory.
02 · ChinaMNC
WFOE, joint venture or representative office
The three structures most often discussed by foreign founders are the wholly foreign-owned enterprise (WFOE), the equity joint venture (JV) and the representative office (RO). A WFOE is a limited liability company owned entirely by the foreign investor. It is the most common choice for companies that intend to trade, provide services, manufacture or employ staff, provided the planned business scope is permitted for foreign investment in that location. It gives you control, but also full responsibility for compliance and capital.
A JV involves one or more Chinese partners. It can help where local licences, land, distribution networks or sector knowledge are essential, and where foreign ownership is restricted. The trade-off is governance: decision rights, profit distribution, deadlock clauses and exit mechanics need careful drafting before registration. An RO is the lightest option. It may not generate revenue directly and is limited to liaison and market research activities, so it suits companies testing the market rather than selling.
- WFOE: full foreign ownership, broad operating use, full compliance burden.
- JV: local partner access, shared control, heavier negotiation.
- RO: liaison only, no direct revenue, simplest footprint.
Sector restrictions matter. Confirm your activity against the current negative list and local practice before choosing.
03 · ChinaMNC
The five-step setup process
While details differ by city and industry, most foreign-invested company registrations follow a similar sequence. Treat each step as a checkpoint rather than a formality, and expect the market supervision authority, the tax authority and the bank to ask for consistent information across all filings.
- Step 1 — Decide the activity and the city. Define what the company will actually do, where your customers or suppliers are, and whether the business scope is open to foreign investment there. City choice affects staffing, cost and licensing.
- Step 2 — Reserve the company name. Prepare several Chinese name options and check them through the local market supervision system. Names must follow Chinese naming rules and must not conflict with existing registrations.
- Step 3 — Prepare and submit registration. File the establishment application with articles of association, investor documents, legal representative details, registered address proof and the proposed business scope. Foreign documents usually need notarisation and legalisation or an apostille, plus Chinese translation.
- Step 4 — Complete bank and tax onboarding. Open the corporate bank account, register with the tax authority, and set up invoicing and bookkeeping. Capital contribution follows the subscribed amount and deadline in your articles.
- Step 5 — Obtain permits and start operating. Sector licences, customs registration for import-export, and work permits for foreign staff may be needed before trading begins.
Plan for iteration. Authorities may request clarifications, and the sequence can overlap.
04 · ChinaMNC
Documents Togo founders usually need
Document requirements are set by the registering authority and the bank, and they change. The list below reflects what is commonly requested for a foreign-invested company; confirm the current version with your local advisor before submitting anything.
- Investor documents: certificate of incorporation or equivalent registration for a corporate shareholder, or passport for an individual investor, together with constitutional documents.
- Notarisation and legalisation: foreign documents generally need notarisation and legalisation by the Chinese embassy or consulate, or an apostille where the applicable convention applies, plus Chinese translation.
- Company name options: several Chinese names in order of preference.
- Registered address proof: a lease or address-use document for the registered office.
- Articles of association: the constitutional document setting out capital, governance and business scope.
- Officer details: legal representative, supervisor, and executive director or board information, with identification.
- Business scope wording: standard Chinese wording for each permitted activity.
- Bank and tax forms: account opening, tax registration and invoicing applications after establishment.
Keep names, addresses and capital figures identical across every document. Inconsistency is one of the most common causes of delay. Also check whether your Togolese documents need translation by a recognised agency.
05 · ChinaMNC
Registered address, business scope and capital
The registered address is the company's official legal location. It must be a real, documented address accepted by the local authority, and it determines which district office supervises you. Many founders use a serviced office or an incubator address approved for company registration, especially in the first year. If you plan to hire and operate from an office, warehouse or factory, the premises must be suitable for the registered activity and may require separate inspection or environmental review.
Business scope is the list of activities your company is permitted to carry out, written in standard Chinese categories. It should reflect what you will actually do, because banks and tax authorities look at it, and some activities require a separate licence before they can be included or started. Adding activities later is possible but takes time, so describe your model carefully at the outset rather than copying another company's scope.
Registered capital is the amount shareholders commit to contribute. It is not a fee and it is not automatically spent, but it is a real obligation with a contribution deadline stated in the articles. Setting it too high creates pressure later; setting it too low can weaken credibility with partners and in licence applications. Choose a figure tied to your genuine funding plan.
06 · ChinaMNC
Banking, tax and visas in practice
After registration, the corporate bank account is usually the next bottleneck. Banks apply their own due diligence, and they will want to understand your business model, expected flows, counterparties and the source of funds. Prepare a short, clear explanation of your activity, your main customers and suppliers, and the documents that support it. Invoicing in China runs through the tax authority's electronic system, so bookkeeping and invoicing should be set up together rather than left until the first sale.
On tax, a mainland company is generally subject to corporate income tax, value-added tax where applicable, and other local levies depending on activity and location. Rates and incentives vary by sector, city and company profile, so obtain written advice on your own case rather than relying on general figures. Monthly or quarterly filings, annual reconciliations and statutory reports are ongoing obligations; missing them creates penalties and can affect your bank account and credit standing.
For foreign staff, working in China usually requires a work permit and a residence permit, and the process is tied to the employing entity. Short business visits are handled separately and do not authorise local employment. Plan visa timelines early and keep passport, permit and employment records consistent.
07 · ChinaMNC
Common mistakes to avoid
Most problems are avoidable with preparation. Founders from Togo often face the same handful of issues, and each one can be addressed before filing rather than after a rejection.
- Choosing the city for the wrong reason. A cheap address far from your customers or suppliers can raise logistics and management costs.
- Copying a business scope. Wrong or missing scope wording can block invoicing, banking or licensing later.
- Underestimating document formalities. Notarisation, legalisation or apostille and Chinese translation take time and must match exactly.
- Overcommitting capital. A high registered capital figure becomes a legal funding obligation.
- Ignoring the bank's questions. Weak explanations of business flows delay account opening.
- Treating compliance as optional. Late filings and missed annual reports create penalties and disrupt banking.
- Assuming English is enough. Contracts, filings and invoices are in Chinese; professional translation and local review matter.
- Skipping local advice. Rules differ by city and sector, so a local accountant or lawyer is not an unnecessary cost.
A realistic budget, a clear activity description and a local adviser who answers in plain language will save more than any shortcut.