What overseas investors can and can’t own in China: the negative list, explained

China runs two negative lists. The foreign investment access list (2024 edition, in force 1 November 2024) has 29 items, 20 of them prohibitions, and none in manufacturing. The market access list (2025 edition) has 106 items and binds every business, Chinese or foreign. Clearing both still leaves whatever sector licence your activity needs.

“Is my industry open to foreign investment in China?” is two questions wearing one coat. Answer only the first and you can spend months on a structure that a second, entirely different list forbids. Almost every English-language summary of “China’s negative list” merges the two, which is why the item count is reported as 29, 106 or 117 depending on which article you read. Each is right about a different document, or a different year.

Why does China have two negative lists?

Because they answer different questions. The foreign investment access negative list asks whether a foreign investor may invest in a field at all, and on what terms. The market access negative list asks whether anyone, of any ownership, may enter a field without a licence.

	Foreign investment access list	Market access list
Applies to	Foreign investors	Every business entity, domestic or foreign, state-owned or private
Issued by	NDRC and MOFCOM	NDRC, MOFCOM and SAMR
Current edition	2024, in force 1 November 2024	2025, issued 16 April 2025
Items	29: 20 prohibitions and 9 conditions	106: 6 prohibited, 100 needing a licence or approval
Typical restriction	An equity cap, Chinese control, a joint venture, or no foreign investment at all	A licence, an approval, or a field closed to everyone
The question it answers	May a foreign investor invest here?	May anyone operate here, and with what permit?

There is only one market access list. No region or department may issue its own list of that kind.^⁠[2] The foreign investment list, on the other hand, has regional versions, set out below.

What does the 2024 foreign investment list restrict?

Twenty-nine items in eleven sectors, and nothing in manufacturing. The 2024 edition cut the list from 31 items to 29 by deleting the last two manufacturing items: that publication printing be Chinese-controlled, and the ban on foreign investment in traditional Chinese medicine decoction-piece processing techniques and secret-formula proprietary medicines.^⁠[3] Twenty of the remaining items are outright prohibitions; the other nine set conditions, such as an equity cap, a Chinese controlling shareholder, or a joint venture as the only permitted form.^⁠[1]

Sector	Items	Examples
Agriculture, forestry, livestock and fishing	4	Wheat and maize seed breeding, with a Chinese share or control; genetically modified varieties; fishing in Chinese waters
Mining	1	Rare earths, radioactive minerals and tungsten
Power, heat, gas and water	1	Nuclear power plants, Chinese-controlled
Wholesale and retail	1	Tobacco
Transport, storage and post	4	Domestic shipping, airlines, airports, postal and domestic letter express
Information transmission and software	2	Value-added telecoms, foreign share capped at 50% with exceptions including e-commerce; internet content
Leasing and business services	3	Chinese legal affairs; market research as a joint venture only; social surveys
Scientific research and technical services	3	Stem cell and gene therapy; humanities and social science research institutes; surveying and mapping
Education	2	Compulsory and religious education closed; preschool, high school and higher education only as Chinese-led cooperation
Health and social work	1	Medical institutions, joint venture only
Culture, sports and entertainment	7	News agencies, publishing, broadcasting, film production and distribution, performing troupes

The law behind the list is short. A foreign investor may not invest in a prohibited field, must meet the list’s conditions in a restricted one, and is treated the same as a domestic investor everywhere else (Foreign Investment Law, Article 28).^⁠[4] The conditions include requirements on equity and on senior management (Implementing Regulations, Article 33), and, unless a law or an administrative regulation provides otherwise, a foreign investor’s licence application is reviewed on the same terms and by the same procedure as a domestic one, with no discriminatory requirements on conditions, papers, steps or time limits (Article 35).^⁠[5]

Being off the list is not quite the same as being free of foreign-specific rules. Measures on approvals, qualifications and national security in culture, finance and other fields still apply under the existing rules, even though the list does not set them out (explanatory note 8).^⁠[1]

Do free trade zones have a shorter list?

Yes, and it applies in every pilot free trade zone. The free trade zone list, 2021 edition, has 27 items and has been in force since 1 January 2022.^⁠[6] Hainan Free Trade Port has its own, the 2020 edition, also 27 items and applying to the whole island.^⁠[7] Neither has been replaced: the NDRC’s register of orders to 17 September 2026 carries no later edition of either.^⁠[8]

Shorter does not mean more open on every line. The Hainan list predates the 2024 national cut and still carries a manufacturing item, satellite television ground-receiving equipment, that the national list no longer has.^⁠[7] If you are close to a restricted line, compare the three lists item by item before choosing where to register.

What does the market access list restrict?

Whether anyone may enter a field, and with what permit. The 2025 edition has 106 items: six prohibited, the first of them a pointer to the prohibitions set by law, which an annex compiles for reference, and 100 that need a licence or approval, most from a named regulator and the last a catch-all for anything else a law or regulation makes licensable. Business entities of every kind may enter anything not on it on equal terms, and domestic and foreign entities are bound by it alike.^⁠[2] It has been cut from 151 items in the 2018 edition to 106, and from 117 in the 2022 edition.^⁠[9]

Is being off both lists the same as being open?

No. Clearing both lists gets you the right to register; it does not get you the right to operate a regulated activity. Only an approval required before registration has to be produced when you apply to register (Regulation on the Registration of Market Entities, Article 14).^⁠[10] Most sector licences come afterwards, and operating without one is a matter for that sector’s regulator (SAMR Order No. 52, Article 69).^⁠[11] Three that foreign companies commonly meet:

• Food. Producing or trading food needs a licence, but selling only pre-packaged food needs a filing instead (Food Safety Law, Article 35).^⁠[12] The applicant must already hold a business licence (SAMR Order No. 78, Article 10).^⁠[13]
• Recruitment. Job placement needs a licence from the human resources authority, which decides within 20 days; other services, such as publishing vacancy information, consulting or outsourcing, need only a filing within 15 days of starting (Interim Regulation on the Human Resources Market, Articles 18 and 19).^⁠[14]
• Value-added telecoms. The licence is applied for after the company is registered (Foreign-Invested Telecommunications Provisions, Article 10).^⁠[15]

The sequence is what catches people out: you fund and register an entity, then wait for the licence that makes it useful.

What is business scope, and why does it matter?

It is the third gate. Each company carries a registered business scope (经营范围), set by its articles of association (Company Law, Article 9) and chosen from SAMR’s published catalogue (SAMR Order No. 52, Article 12).^⁠[11,16] It is a registration item (Order No. 746, Article 8),^⁠[10] and it is published on the national enterprise credit system, where anyone can read any company’s scope (Interim Regulation on Enterprise Information Publicity, Article 6).^⁠[17] Reading how competitors in your sector word theirs is the quickest way to see what a workable scope looks like.

Getting it wrong is inconvenient rather than fatal. A contract is not invalid merely because it goes beyond the company’s scope (Civil Code, Article 505).^⁠[18] The friction is administrative: a company must issue a fapiao for payments it receives (Fapiao Measures, Article 18), and the tax office decides, by reference to the company’s scope, scale and risk rating, which types of fapiao it may draw, how many, and how (Article 15).^⁠[19] Draw the scope too narrowly and you amend it each time the business shifts. Draw it to include an activity that needs approval before registration, and the registration waits for that approval.

Is a Hong Kong company a way round a restriction?

Generally no. Investors from Hong Kong and Macao are treated by reference to the Foreign Investment Law and its regulations, unless a law, a regulation or the State Council provides otherwise (Implementing Regulations, Article 48).^⁠[5] A Hong Kong holding company is therefore a foreign investor for the list. The 2024 list allows more favourable treatment under the mainland’s arrangements with Hong Kong and Macao to apply (explanatory note 9),^⁠[1] which can open particular service sectors further. A Hong Kong company can be useful for other reasons, such as the dividend rate under the tax arrangement, set out in getting your money out of China.

What about VIE structures and nominee shareholders?

Neither is a way round the list, and they fail differently.

• A VIE structure (contractual control instead of equity) is not named, permitted or prohibited by any statute read for this page. Foreign investment includes indirect investment, with a residual category for other methods set by a law, an administrative regulation or the State Council (Foreign Investment Law, Article 2).^⁠[4] The CSRC said in February 2023 that it would accept the filing of an overseas listing by a company with a contractual-control structure that meets compliance requirements;^⁠[20] and a domestic company in a prohibited field needs approval to list abroad, with foreign investors barred from its management (2024 list, explanatory note 6).^⁠[1] Filed case by case, if compliant, is as far as the official record goes. It is not a decision to take from an article.
• A nominee shareholder depends on the field. In a prohibited field, the investment contract is invalid; in a restricted field whose conditions are not met, it is invalid unless the conditions are met before final judgment (SPC Interpretation, Articles 3 and 4).^⁠[21] Outside the list, a nominee agreement is valid between the parties unless some ordinary ground of invalidity applies, and the real investor can make the nominee hand over the returns; but the real investor is recognised as a shareholder only on conditions that include the other shareholders’ consent, and cannot claim dividends from the company directly (SPC Provisions (I), Articles 14 to 17).^⁠[22] Either way, the register shows someone else as the owner.

Where the list sets an equity cap, a genuine joint venture is the intended route, and its risks are commercial: control, deadlock and exit. And many businesses need no Chinese entity at all; see do you actually need a Chinese company?

What happens to an investment that breaks the list?

It is refused at the door, and unwound if it gets through. An investment in a field on the list that does not meet its requirements is refused licences, company registration and project approval, and no foreign-invested partnership may be set up in a field with an equity requirement (explanatory note 4).^⁠[1] An investment already made in a prohibited field can be ordered to stop, its shares or assets disposed of within a time limit and the position restored, with any illegal gains confiscated (Foreign Investment Law, Article 36).^⁠[4]

Where do you check the lists?

At the source, and by date. Both lists are published in Chinese by the departments that issue them, and each edition says which edition it repeals and from when: the 2024 foreign investment list repealed the 2021 one from 1 November 2024 (explanatory note 11).^⁠[1] Treat any summary that does not name its edition as out of date until proved otherwise. Whether a foreigner can hold all of a company in your field is answered in whether a foreigner can own 100% of a Chinese company.

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