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Xiamen, China Attorneys in related practice areas.
Xiamen is a coastal city in Fujian province and an important port and trade hub. It is also part of China’s pilot free trade zone initiatives, which affects how foreign and domestic businesses operate there. Corporate and commercial legal matters in Xiamen are governed primarily by national laws of the People’s Republic of China, supplemented by provincial and municipal regulations and administrative practices. Local agencies handle company registration, taxation, customs, foreign exchange filing and sectoral approvals. For businesses and investors, this means the legal framework is a mix of uniform national rules and locally applied procedures and incentives.
Company formation and structuring - A lawyer helps choose the right vehicle for your goals - for example a wholly foreign-owned enterprise - WFOE - joint venture - or partnership - and prepares articles of association, shareholder agreements and the registration filings required by the market regulator.
Regulatory approvals and licensing - Certain sectors require pre-approvals or licenses such as finance, education, food, pharmaceuticals and telecommunications. Legal counsel monitors applicable approvals and drafts application materials to avoid delays or rejections.
Commercial contracts and negotiation - Lawyers draft and review sales contracts, distribution agreements, agency and supply contracts, confidentiality agreements and terms of sale to protect commercial interests and reduce enforcement risk in China.
Mergers and acquisitions and investments - For transactions involving local companies lawyers conduct corporate and legal due diligence, advise on structuring, negotiate purchase and shareholders’ agreements, and guide statutory filings and regulatory clearances.
Compliance and FDI-related matters - Foreign investment is subject to a negative list and sector-specific rules. Counsel ensures compliance with foreign investment filings, foreign exchange registration, capital contribution rules and applicable incentives in the free trade zone.
Employment and labor disputes - Employment law in China has strict rules on contracts, social insurance, terminations and severance. A lawyer helps draft compliant employment contracts and handles disputes before labor arbitration or courts.
Intellectual property and brand protection - Protection of trademarks, patents and trade secrets often requires registration and enforcement in China. Lawyers assist with filings, enforcement actions and border measures through customs.
Commercial disputes and enforcement - For breach of contract, payment disputes or creditor enforcement, lawyers advise on litigation and arbitration options and on enforcing foreign judgments or arbitral awards in China.
Company Law - Establishes the legal forms of companies, duties of directors and shareholders, corporate governance and dissolution procedures. It governs company formation, registered capital filing and shareholder meetings.
Civil Code and Contract Law provisions - Since 2021 many contract rules are integrated into the Civil Code. These set out contract formation, performance, breach remedies and principles governing commercial agreements.
Foreign Investment Law and implementing rules - Governs foreign investment treatment, replaces earlier laws on joint ventures and WFOEs, and operates with the negative list approach. It provides national treatment for most foreign invested projects unless restricted or prohibited.
Enterprise Bankruptcy Law - Sets the framework for restructuring and liquidation of insolvent enterprises, creditors’ claims, and court-administered bankruptcy procedures.
Tax Laws and VAT rules - Corporate income tax, value added tax and other levies are governed by national tax law and administered locally by the tax authorities. Businesses in special zones may receive preferential tax treatment subject to conditions.
Labor Contract Law and social insurance rules - Require written employment contracts, set rules on probation, termination and redundancy, and mandate employee participation in social insurance schemes.
Anti-monopoly and Anti-unfair Competition Laws - These regulate market competition, merger control in certain situations, and prohibit unfair commercial practices.
Intellectual Property Laws - Trademark, patent and copyright laws form the backbone of IP protection. China follows a first-to-file practice for trademarks, so early registration is important.
Foreign exchange and capital controls - Cross-border capital and currency flows are regulated by the State Administration of Foreign Exchange. Filings or approvals may be required for capital contributions, profit repatriation and certain transactions.
Local administrative rules and FTZ policies - Xiamen municipal regulations and policies for the Fujian/Xiamen free trade zone may provide streamlined customs procedures, simplified registrations and targeted incentives for certain industries.
The common choices are a Wholly Foreign-Owned Enterprise - WFOE - sino-foreign joint venture - representative office - or a limited partnership for service providers. Registration is handled by the local market regulator. Typical steps are name pre-approval, filing of incorporation documents, business license issuance, tax registration and opening bank accounts. Sectoral approvals may be required before registration for regulated industries.
Since reforms in recent years many industries no longer have a statutory minimum registered capital requirement for limited liability companies, but regulated sectors can still impose minimums. Even where minimums are not required, you should determine a realistic registered capital level based on business needs, bank requirements and credibility with customers and suppliers.
Companies are subject to corporate income tax, value added tax and other local levies. The standard corporate income tax rate at central level is commonly applied, while certain high-tech enterprises and qualified projects may obtain reduced rates or incentives. VAT rates and specific handling depend on the nature of goods or services. Local tax authorities administer filings and payments.
Foreign investment is governed by the national Foreign Investment Law and a negative list that sets out restricted or prohibited sectors. In many sectors foreign investors receive national treatment, but you must comply with filing and registration requirements and sector-specific rules. Xiamen’s free trade zone may offer streamlined procedures and incentives for qualifying projects.
For a WFOE no local shareholder is required. A Chinese resident director is not universally mandatory, but you will need a legal representative who can be a Chinese or foreign individual depending on the company form. Certain banks or regulators may prefer or require a local representative or contact person for practical reasons.
Employers must sign written employment contracts with staff, enroll employees in social insurance schemes, and follow strict procedures for termination and redundancy. Labor disputes usually begin with labor arbitration before proceeding to court. Employment law also sets rules on working hours, wages, social benefits and contributions.
Register trademarks, patents and designs in China early, because China follows a first-to-file system for trademarks. Use confidentiality agreements and implement internal IP protection measures. For enforcement, you can pursue administrative actions with the market regulator, customs border measures, civil litigation or arbitration.
Commercial disputes can be resolved by negotiation, mediation, arbitration or court litigation. Arbitration is commonly used for cross-border commercial disputes because arbitral awards are generally easier to enforce internationally. If using courts, identify the competent local court and consider the enforcement landscape. Your arbitration clause should be carefully drafted.
Enforcement of foreign judgments in China is limited and depends on treaties or reciprocity. Many foreign judgments are not directly enforceable. Arbitration awards, especially those under the New York Convention, are more readily enforceable. For cross-border enforcement, consult counsel early to choose dispute resolution terms that maximize enforceability.
Bring your business plan, identity documents for principals, proposed articles of association or draft contracts, information on target companies if an M&A is planned, financial statements if available, relevant licenses or permits and a clear description of the legal issue and timeline. Clear objectives and supporting documents help the lawyer assess risk, cost and strategy.
Xiamen Municipal Bureau of Market Regulation - responsible for company registration, business licenses and market supervision.
Xiamen Tax Service, State Taxation Administration - administers corporate and value added tax matters in Xiamen.
Xiamen Municipal Bureau of Commerce - handles foreign trade, investment promotion and some approvals for foreign-invested projects.
Xiamen Customs - for import-export customs clearance, bonded zones and FTZ customs procedures.
Local branch of the State Administration of Foreign Exchange - for foreign exchange registration and cross-border capital flow matters.
Xiamen Intermediate People’s Court and local courts - for litigation in civil and commercial matters.
Xiamen Arbitration Commission - local forum for arbitration of commercial disputes.
Provincial and municipal free trade zone administration - for policies, incentives and special procedures applying inside the FTZ area.
Define your objective - Clarify whether you want to set up a business, buy a local company, enforce a contract or address a regulatory issue. Clear goals let your lawyer recommend a suitable approach.
Gather key documents - Prepare identity documents, business plans, existing contracts, financial statements and any regulatory correspondence before meeting counsel.
Choose the right lawyer - Look for a lawyer or firm with proven experience in corporate and commercial matters in Xiamen and familiarity with foreign investment and cross-border practice if relevant. Confirm language capabilities and fee arrangements up front.
Get an initial assessment - Arrange a consultation to obtain a risk assessment, likely timeline and a fee estimate. Ask about local procedural steps, any required translations and interaction with authorities.
Agree engagement terms and start due diligence - Sign an engagement letter outlining scope, fees and deliverables. For transactions conduct legal due diligence, prepare or review contracts and handle necessary registrations and filings.
Plan for compliance - Establish internal compliance measures for taxes, labor, IP protection and foreign exchange to avoid enforcement issues later. Review contracts and corporate records periodically as laws and local practices evolve.
Consider alternative dispute resolution - When drafting contracts, include dispute resolution clauses that reflect your enforcement priorities - for example arbitration and choice of seat and language. Discuss enforcement strategy with your lawyer.
Keep records and maintain communication - Maintain clear records of corporate resolutions, shareholder changes, permits, tax filings and employment files. Keep regular contact with your counsel as operations develop or new issues arise.
