Can a foreigner own 100% of a Chinese company?

Yes, in any sector outside the foreign investment negative list, where national treatment applies. The 2024 list, in force 1 November 2024, carries 29 restrictive measures and no manufacturing chapter at all. A foreign individual qualifies too: the Foreign Investment Law defines a foreign investor to include a natural person.

This question usually arrives carrying an assumption from an earlier era: that a foreign investor needs a local partner by default. That has not been the general rule for some years, and the Foreign Investment Law inverts the question. China applies pre-establishment national treatment plus a negative list, so the thing to check is not whether foreign ownership is permitted but whether your specific activity appears on the list.

What is on the negative list now?

Twenty-nine restrictive measures. The list in force is the 2024 edition, issued as Order No. 23 of 2024 by the National Development and Reform Commission and the Ministry of Commerce and effective from 1 November 2024, and it replaced the 2021 edition, which had 31.^⁠[1] Outside the list, a foreign investment is administered on the same footing as a domestic one.

The more useful fact is what is missing rather than what remains. The 2024 table has eleven sector headings, running from agriculture through mining, utilities, wholesale and retail, transport, information services, leasing and business services, research, education and health to culture and sport. There is no manufacturing heading at all. For a manufacturer the right sentence is not that the restrictions were reduced; it is that the chapter is gone.

Can a foreign individual own one, or only a foreign company?

Either. The Foreign Investment Law defines a foreign investor as a foreign natural person, enterprise or other organisation, and defines a foreign-invested enterprise as one wholly or partly invested by foreign investors (Article 2).^⁠[2] A natural person is squarely inside that definition, and the same article contemplates a foreign investor establishing an enterprise in China alone. The Company Law then supplies the vehicle: a limited liability company is formed by one or more shareholders, up to fifty (Article 42).^⁠[3]

One practical consequence of being the only shareholder is worth knowing before you choose that structure. A single-shareholder company has no shareholders’ meeting, and the shareholder’s decisions are made in writing, signed or sealed, and kept at the company (Article 60).^⁠[3] That is lighter, not looser: the written record is what later proves a decision was taken.

The sole shareholder carries a reversed burden of proof

This is the part that rarely gets said, and it is the one commercial reason to think before defaulting to a single-shareholder structure. Where a company has only one shareholder and that shareholder cannot prove that the company’s property is independent of their own, the shareholder bears joint and several liability for the company’s debts (Article 23, third paragraph).^⁠[3] The burden runs the other way from the ordinary case. It is not a reason to avoid a wholly owned company, which remains the normal structure, but it is a reason to keep the company’s bank account, books and assets visibly separate from the owner’s from the first day, because that separation is what you would have to demonstrate.

What a foreign individual cannot do

There is a real restriction on the natural-person route, and it sits in the explanatory notes to the list rather than in the table. A foreign investor may not carry on investment or business activity as an individual industrial and commercial household (个体工商户), as the investor in a sole proprietorship enterprise (个人独资企业), or as a member of a farmers’ specialised cooperative.^⁠[1] So the cheap, unincorporated structures a foreign individual might reach for are closed, and the route is a company. The same notes close another gap: a foreign-invested partnership may not be established to invest in a sector where the list caps the equity share.

Three lists, and they are not the same instrument

Most bad advice on this subject comes from conflating them. They have different scopes, different issuers and different numbers.

List	Who it applies to	In force
Foreign investment access negative list(外商投资准入负面清单)	Foreign investors only. 29 measures	2024 edition, NDRC and MOFCOM Order No. 23 of 2024, from 1 November 2024
Free trade zone negative list(自贸试验区负面清单)	Foreign investors inside a free trade zone. 27 measures, so four fewer than the national list	2021 edition, NDRC and MOFCOM Order No. 48 of 2021, from 1 January 2022, and not repealed by the 2024 national list
Market access negative list(市场准入负面清单)	Every investor, Chinese and foreign alike. A separate gate that a foreign investor passes in addition to the list above	2025 edition, issued by NDRC and MOFCOM

The free-trade-zone advantage is worth putting in proportion. Four items is a real difference but a narrow one, and the two lists differ in kind as well as in count: some activities the national list prohibits outright are permitted inside a zone subject to Chinese control or an equity cap rather than opened completely. Whether a zone helps is a question about your specific activity, not about zones in general.

What happens if your activity is on the list

The application does not proceed. Where a foreign investor proposes to invest in a field within the list but does not meet what the list requires, the relevant licences and the company registration are not granted.^⁠[1] So this is not a risk that materialises later in an inspection; it is a gate at the registration counter, and it is why the business scope is worth settling before a file is lodged. The scope is what the registry measures against the list.

The old joint venture laws are already gone

A point of sequencing that is regularly reported the wrong way round. Article 42 of the Foreign Investment Law repealed the Sino-foreign Equity Joint Venture Law, the Sino-foreign Cooperative Joint Venture Law and the Wholly Foreign-Owned Enterprise Law at the moment the new law came into force on 1 January 2020, not at the end of any transition.^⁠[2] What the five-year transition did was give enterprises established under those laws until 31 December 2024 to change their organisational form to one the Company Law recognises. That window closed at the end of 2024, so an enterprise that still has not changed is late rather than in time, and notices circulating in 2026 that describe the transition as about to expire are old pages rather than news.

Where a local partner is still worth considering

Distinct from where one is required. A partner brings distribution, licences, relationships and local operating knowledge, and for some market-entry strategies that is decisive. The point of everything above is only that this should be a commercial decision made on its merits rather than a legal constraint assumed to exist. Full ownership is also worth separating from the questions it gets bundled with: whether you need an entity at all, which form it takes, whether the activity needs a licence in addition to registration, and how profits leave the country afterwards.

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