China introduces beneficial ownership information filing obligations

Who must file and who is exempt?

The filing obligation applies to a wide range of business entities, including domestic companies, partnerships, and branches of foreign companies. Individually owned businesses are excluded. In addition, certain small entities may be exempt from filing if they meet all of the following conditions: 

• The entity has registered capital of no more than RMB 10 million;
• All shareholders or partners are natural persons; and
• No other individuals exercise control or benefit from the business beyond their formal ownership role.

How to identify a beneficial owner

A beneficial owner is defined as a natural person who ultimately owns or controls the entity or benefits from its operations. This includes anyone who:

• Directly or indirectly holds at least 25% of the equity;
• Enjoys more than 25% of the profit or voting rights; or
• Exercises actual control, either alone or jointly with others. 

In the absence of such persons, the individual responsible for the day-to-day management of the business may be designated as the beneficial owner.

Filing requirements

Newly established entities must file this information during the incorporation process. For existing entities registered before 01 November 2024, the deadline to comply is 01 November 2025. If ownership changes or an exemption no longer applies, an update must be filed within 30 days.

What information must be submitted?

Filing is done through SAMR’s online portal. The required information includes:

• Name, gender, nationality, date of birth;
• Address and contact details;
• ID document type and number; and
• The nature of ownership or control, and the share of ownership or income rights.

This data is not made public but is accessible to authorised government agencies and institutions fulfilling anti-money laundering duties. Failure to file, or filing false or incomplete information, may result in administrative penalties of up to RMB 50,000.

Recommendations for foreign-invested enterprises

Foreign-invested enterprises should carefully review their ownership structures to determine whether the filing obligation applies, especially if shares are held by legal entities. It is important to note that China’s filing rules are separate from those in other countries and must be fulfilled independently. To ensure timely compliance, businesses are advised to identify beneficial owners early, gather the necessary information, and establish procedures to monitor any changes going forward.

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As a Director at MSA,  Harm supports foreign companies in navigating challenges related to market entry and operations in China and Asia. He specialises in structuring businesses for efficient cross-border transactions, tax optimisaton, and seamless international reporting.