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China Company Incorpby Choi & Partners
Formation

Joint ventures in China

中外合资企业

A Sino-foreign joint venture is a Chinese company owned by foreign and Chinese investors together. It is needed where the Negative List caps foreign ownership, and useful where a local partner brings licences, land or distribution. JVs have been governed by the Company Law since 2020.

When a joint venture makes sense

  • Your sector is on the Foreign Investment Negative List with a foreign-ownership cap
  • A Chinese partner brings licences, land use rights, customers or distribution you cannot easily build yourself
  • You are acquiring part of an existing Chinese company

What we negotiate and draft

  • Shareholders’ agreement and articles of association in English and Chinese
  • Reserved matters, board composition and deadlock resolution
  • Control of the company chops and bank signatories
  • IP licensing, non-compete and exit terms (drag-along, tag-along, put and call options)

Due diligence first

Before you sign, we verify the partner’s registration record, litigation history, licences and asset ownership. Problems found at this stage cost far less to fix than after closing.

Frequently asked questions

Are the old Equity JV and Cooperative JV laws still in force?

No. They were replaced by the Foreign Investment Law on 1 January 2020. Joint ventures are now ordinary companies under the PRC Company Law, and existing JVs had until the end of 2024 to align their articles of association.

How do I keep control with a minority stake?

Through the articles of association and a shareholders' agreement: reserved matters, board appointment rights, deadlock mechanisms and control of the company chops. We draft these in both languages so that the Chinese version, which the authorities rely on, says what you agreed.

Reviewed by Admin, Choi & Partners · 3 October 2026. This page is general information, not legal advice.
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