Corporate & Commercial
Partner-led Chinese law advice on contracts, NNN agreements and market entry for international businesses, from our offices in Shanghai and London.
Contracts with Chinese counterparties should be drafted for enforcement in China from the outset. Under the PRC Civil Code, in force since 1 January 2021, a well-structured bilingual contract — with a clear prevailing-language clause, proper execution by company chop, and a dispute-resolution clause chosen for enforceability — is usually worth more than the most elegant English-law template. We draft and review these documents in both Chinese and English, working from Shanghai and London.
Where your dispute clause points matters more than most parties realise. China enforces foreign arbitral awards under the New York Convention, to which it acceded in 1987 with reciprocity and commercial reservations; there is no UK–China bilateral treaty on the recognition of judgments, so enforcing an English judgment turns on reciprocity, assessed case by case under criteria reflected in the Supreme People's Court's 2021 conference minutes on foreign-related commercial and maritime trials. We design dispute clauses — CIETAC, SHIAC, offshore arbitration or PRC court litigation — around where your counterparty's assets actually sit.
For market entry, the Foreign Investment Law, in force since 1 January 2020, replaced the former foreign-invested enterprise laws: outside the sectors on the negative list, foreign investors receive pre-establishment national treatment and a wholly foreign-owned enterprise (WFOE) is usually available. We advise on WFOE and joint venture structures, employment contracts for foreign employers, and signing formalities including company chops. Where a Chinese contract ends up before the English courts, our partners also act as Chinese law expert witnesses.
We draft and review contracts with Chinese parties in parallel Chinese and English texts, with a clear prevailing-language clause. PRC courts and arbitral tribunals work in Chinese, so controlling the Chinese text — rather than relying on a court-appointed translation — is often one of the most effective protections available.
We advise on the enforceability trade-offs between CIETAC or SHIAC arbitration, PRC court litigation and offshore arbitration. China enforces foreign arbitral awards under the New York Convention but has no judgments treaty with the UK, so the right choice depends on where the counterparty's assets are, assessed case by case. The amended foreign-related provisions of the Civil Procedure Law, in force since 1 January 2024, have also broadened PRC courts' jurisdiction over foreign-related disputes, which affects how jurisdiction clauses behave in practice.
Before you share designs, specifications or pricing with a Chinese supplier, we put in place NNN agreements — non-disclosure, non-use, non-circumvention — governed by Chinese law and designed for enforcement in Chinese courts. We also flag first-to-file trademark risk and recommend registering your brand in China before a counterparty can.
We draft and negotiate supply, OEM and distribution agreements with Chinese manufacturers and distributors: quality standards and inspection rights, delivery and payment terms, ownership of tooling and moulds, territory and exclusivity, and termination mechanics that work under the PRC Civil Code.
We advise on China market entry under the Foreign Investment Law, in force since 1 January 2020: negative-list screening, wholly foreign-owned enterprise (WFOE) incorporation, joint venture agreements and articles of association, capital contribution and governance arrangements, and apostilled corporate documents for filing.
We verify counterparty registration details, chops and the authority of the legal representative before signing, and advise on execution formalities that make a contract stick. For foreign employers, we prepare written PRC employment contracts and advise on probation, social insurance and termination basics.
01
Tell us about your transaction or dispute. We reply within one business day, in English or Chinese, and tell you frankly whether and how we can help.
02
A partner reviews your documents and the Chinese counterparty's background, identifies the key risks, and agrees the scope of work and fees with you before anything is drafted.
03
We prepare bilingual drafts, design governing-law and dispute-resolution clauses for enforceability, and support negotiations with the Chinese party — directly in Chinese where useful.
04
We oversee signing formalities — chops, authority, dating and counterparts — and remain available for filings, renewals and any dispute that later arises, assessed case by case.
Yes, an English-only contract can be valid under PRC law, but a bilingual contract with a prevailing-language clause is far safer in practice. Chinese courts and arbitral institutions work in Chinese, so an English-only document will be translated by a court-appointed translator whose version you do not control. We recommend parallel Chinese and English texts with the governing version stated expressly.
An NNN agreement imposes obligations of non-disclosure, non-use and non-circumvention, and is drafted under Chinese law for enforcement in Chinese courts. A typical Western NDA fails in China because it only bars disclosure — not a supplier using your designs or bypassing you to sell to your customers — and because it usually chooses foreign law and courts, whose judgments are difficult to enforce in China. A well-drafted NNN addresses each of those weaknesses.
Arbitration is the safer default for most cross-border contracts, because China enforces foreign arbitral awards under the New York Convention, which it joined in 1987. There is no UK–China treaty on recognising court judgments, so an English judgment depends on reciprocity, assessed case by case. CIETAC or SHIAC arbitration, offshore arbitration in Hong Kong or Singapore, or PRC court litigation each have trade-offs; the deciding factor is usually where the counterparty's assets sit. Note the general three-year limitation period under article 188 of the Civil Code.
In most sectors you can own the company outright: since the Foreign Investment Law took effect on 1 January 2020, a wholly foreign-owned enterprise (WFOE) is generally available in sectors not on the negative list. Restricted sectors may still require a Chinese partner or cap foreign shareholding, in which case a joint venture agreement — with careful deadlock, transfer and exit provisions — is needed. Which structure suits you must be assessed case by case against the current negative list.
Because under Chinese practice a contract is normally executed by affixing the company's registered chop, and a properly chopped contract will generally bind the company even without an authorised signature. Conversely, a signature alone — especially from someone other than the legal representative — may leave you arguing about authority. Before signing, we verify the counterparty's registered name, its chop and the identity of the legal representative against official registration records.
No — since the Apostille Convention entered into force for China on 7 November 2023, UK public documents such as certificates of incorporation need only an apostille, not consular legalisation. This has materially simplified WFOE incorporation, joint venture filings and litigation evidence from member states. Private documents may still need notarising first so that the apostille can attach, and specific filing requirements vary, so we confirm the exact chain for each document.
Describe the background and what you want to achieve. We will assess the position under Chinese law and reply within one business day.
Arrange a consultation