Key Company Roles in China: Legal Rep, Directors, Supervisor, Finance Officer Explained
- Roman Verzin
- Apr 28
- 4 min read
Updated: Aug 31
To register a company in China, you’ll need to appoint several official roles. Some of them are legal requirements. Others are operationally important.
Let’s go through each role — and how to choose the right person for it.
1. Owner / UBO / Shareholder (股东)
Technically, this isn’t a company role — but it’s the first thing banks and regulators look at.
The owner (shareholder) can be:
A private individual
A company
Chinese or foreign
One individual can only fully own one Chinese company. If you want to register more, you’ll need to be a minority shareholder.
Documents required:
For individuals: notarized and legalized passport copy
For companies: business license, charter, board resolution, and seal
Some local officers may request additional paperwork. That’s why we often recommend: keep it simple and use an individual shareholder unless your structure requires a holding company.
By law, shareholders are only liable within the limits of registered capital. But if there are serious violations, they can be held personally responsible.
2. Legal Representative (法定代表人)
This is the official “face” of your company. They carry the highest responsibility.
The legal rep can:
Sign contracts
Represent the company in court
Open and manage bank accounts
Take legal responsibility for compliance
It can be a Chinese citizen or a foreigner, living in China or abroad.
However:
If they live in China — most processes go smoother
If they’re Chinese — it’s often better for communication with local authorities and banks
If they live abroad — they may need to fly in for procedures
The legal rep is often the same person as the executive director or general manager. In high-risk cases (e.g., if the UBO is from a sensitive country), we sometimes recommend using a Chinese citizen as legal rep — to improve your chances with banks.
You can change the legal rep later, but it’s a formal process and may take 1–2 months.
3. Executive Director (执行董事) or Chairman of the Board (董事长)
You have to choose one structure:
One executive director, or
A board of directors with a chairman
Most small businesses choose a single executive director — it’s simpler and faster. Large companies prefer a board.
This is the person who runs the company — often also acting as legal rep or general manager.
Choose someone who:
Understands the Chinese market
Can manage local staff
Speaks your language for internal communication
Doesn’t necessarily need to be Chinese
In larger setups, you can appoint a separate general manager for daily operations.
4. Supervisor (监事)
This role is unique to China.
The supervisor works on behalf of shareholders — not management. They ensure that company activities are legal and compliant.
Key points:
Must be a different person from the director and legal rep
Can be Chinese or foreign
Can live in or outside China
In small businesses, this role is mostly formal. Since 2024, it has become optional. If you don’t need it — you can skip it. But in corporations, a supervisory board is often required.
5. Finance Officer (财务负责人)
This person:
Manages accounting
Talks to the tax bureau
Is listed as your official tax contact
Usually this is your accountant — either in-house or outsourced to a firm.
Requirements:
Must live in China
Usually must be a Chinese citizen — the tax system often doesn’t accept foreign names
Must be available to speak with authorities, so don’t assign this role to a “dummy” name
What is the minimum required team?
At the very minimum, every Chinese company needs:
A Legal Representative — who often also acts as executive director or general manager
A Finance Officer — living in China, often outsourced
Other roles (like supervisor or board structure) depend on the complexity of your business.
Do these roles need to be paid?
Executive Director / General Manager — yes, if they actively work
Legal Representative — yes, if also serving as director
Finance Officer — not directly (you pay the accounting firm)
Supervisor — usually not
You’re allowed to appoint unpaid directors or reps, especially at early stages. So if they’re foreigners, you don’t need to apply for work visas right away.
What about visas?
Here’s what matters:
If the person is a foreigner living in China and is being paid — they need a Chinese work visa.
If they’re a foreigner living abroad — in theory, you can pay them via service agreement. But in practice, this is complex, taxed, and rarely done.
Most Chinese companies avoid this by:
Hiring only local staff in China
Using a Hong Kong company to pay foreign contractors
Hiring foreign staff in China
If your Chinese company wants to employ foreign nationals:
You’ll need to follow a ratio: 1 foreigner per 3 Chinese staff (unofficial, but widely enforced)
Minimum salary rules apply (varies by city)
Work visa and residence permit are required
We’ll cover this in detail in Part 11 of the series.
Final thoughts
Choosing the right people is not a formality.
From experience, we’ve seen that many setups in China fail not because of bad paperwork — but because the founders don’t have reliable people on the ground.
You need people who:
Speak your language
Understand China
Know how to work with the system
At United Suppliers Group, we help our clients find that balance — between what’s required on paper, and what actually works in practice.
Need help choosing the right roles or finding a nominee director? Contact us — or continue to the next chapter.
Up next: reporting and licenses — what you must file, when, what licenses you might need, and how to avoid surprises from the tax bureau.
