Business
Unified Civil Code contract rules plus a negative-list foreign investment regime
The 2021 Civil Code absorbed the former Contract Law, and the 2020 Foreign Investment Law replaced case-by-case approval with a negative list: sectors off the list get the same treatment as domestic companies.
Key rules
- Jurisdiction — Company registration is handled by local State Administration for Market Regulation offices; the negative list is issued nationally by NDRC and MOFCOM.
Governing law
- Civil Code of the PRC (2021), Book ThreeContracts
- Foreign Investment Law2020
- Company Law of the PRCrevised 2024
In practice
The 2024 Company Law revision tightened capital contribution rules, requiring subscribed capital of a limited liability company to be paid within five years, and expanded director and controlling-shareholder liability. Variable interest entity structures, long used to route foreign capital into restricted sectors, sit in an uncertain position rather than an expressly legal one. Any transaction in a negative-list sector needs sector-specific approval, and separate national security and antitrust reviews can apply on top.