Areas of Practice

International Trade with China

Companies that import from China, export to China, or run global supply chains involving China face unique legal and commercial risks. Zhang&Partners advises international businesses on China trade law, international sales contracts, supplier due diligence, and cross-border commercial dispute resolution—including China litigation and international arbitration (e.g. CIETAC). Our China trade lawyers help you structure deals, protect your rights under Chinese contract law, and resolve trade disputes with China efficiently.

Due Diligence for Trading with China

China due diligence is essential before entering into trade relationships, long-term supply agreements, or joint ventures with Chinese counterparties. Inadequate due diligence can lead to contract defaults, quality disputes, or enforcement difficulties. Our team helps foreign companies and traders to:

• Verify the legal status, registered capital, and business scope of Chinese suppliers, distributors, or partners (including SAIC/AMR registration checks)
• Assess contractual capacity, authority to sign, and corporate governance of entities in China
• Review regulatory and compliance exposure: customs, export controls, sanctions, product standards, and industry licenses
• Identify IP, quality, and performance risks in the supply chain
• Evaluate creditworthiness and litigation history where relevant to contract risk

We provide supplier due diligence reports and risk summaries so you can make informed decisions when trading with China. For high-value or long-term arrangements, we recommend combining legal due diligence with commercial and technical checks.

Contract Design and Drafting

Well-designed contracts reduce disputes and protect your interests under Chinese law and international practice. Clear terms on governing law, dispute resolution, and remedies are especially important for cross-border trade with China. We advise on:

• International sales contracts (e.g. INCOTERMS, payment terms such as L/C and advance payment, delivery, inspection, warranties, and limitation of liability) with Chinese parties
• Distribution, agency, and franchise arrangements in China or cross-border
• Supply and offtake agreements, quality specifications, and liability caps
• Choice of law (Chinese law vs. foreign law) and dispute resolution clauses: Chinese courts vs. arbitration, including CIETAC arbitration, HKIAC, ICC, SIAC
• Force majeure, termination, and post-termination obligations tailored to China trade

Our China trade lawyers draft and negotiate contracts in English and Chinese so that key terms are clear and enforceable in the chosen forum. We also advise on standard terms (e.g. your purchase order or general conditions) and how they interact with Chinese law.

Contract Performance Monitoring

Monitoring performance under China trade contracts helps you spot delays, defects, or breaches early and take timely steps to protect your position. We assist with:

• Reviewing notices, variation requests, and force majeure claims under your contracts and under Chinese law
• Advising on remedies: cure periods, price reduction, replacement, termination, and damages under the contract and under the Contract Law of the PRC (where applicable)
• Preserving evidence and documenting breaches for potential commercial dispute resolution or enforcement
• Coordinating with local counsel or agents in China where on-the-ground checks, inspections, or negotiations are needed
• Managing communication with Chinese counterparties to avoid waiver of rights or escalation of disputes unnecessarily

Early legal input during performance can often prevent disputes or put you in a stronger position if trade disputes with China lead to litigation or arbitration.

Dispute Resolution: Litigation and International Arbitration

When trade disputes with China arise—whether over quality, payment, delivery, or breach of contract—we help clients choose and pursue the right forum: China litigation or international arbitration. We represent clients through to judgment or award and, where necessary, enforcement.

China Litigation

Chinese courts handle many commercial disputes involving contracts, product quality, payment, and tort. We advise on jurisdiction (including choice of court clauses), procedure, evidence (including notarization and legalization where required), and enforcement of Chinese court judgments. We work with qualified Chinese lawyers and can coordinate representation in mainland China. China litigation can be appropriate where the counterparty or assets are in China and the contract does not require arbitration.

International Arbitration (CIETAC, HKIAC, ICC)

Arbitration is often preferred for cross-border trade disputes because of neutrality, confidentiality, and enforceability under the New York Convention. We advise on:

• CIETAC arbitration (China International Economic and Trade Arbitration Commission)—widely used for China-related contracts and well understood by Chinese parties
• HKIAC, ICC, SIAC, and other arbitral institutions for international trade and investment disputes
• Arbitration agreement drafting: seat, language, rules, and number of arbitrators
• Enforcement of arbitral awards in China and abroad (including recognition of foreign awards in Chinese courts)

Customs, Trade Compliance, and Related Matters

Cross-border trade with China involves customs, export controls, and sometimes sanctions or product regulations. We do not provide customs brokerage, but we can advise on:

• Contractual allocation of customs and import/export compliance responsibilities
• Disputes arising from customs classification, valuation, or origin
• Trade remedy and anti-dumping issues where they affect your contracts or supply chain

For related resources, see our guides on China Customs Inspection, Export License in China, and Cross-Border Trade Fraud Legal Remedies.

Investing in China

Foreign companies investing in China must navigate foreign investment review, China company registration, and ongoing corporate compliance under Chinese law. Zhang&Partners advises international investors on China investment law, WFOE and joint venture setup, company compliance in China, and day-to-day business legal services. Our China investment lawyers help you choose the right structure, complete regulatory steps, and operate in compliance with Chinese law.

Foreign Investment Review and Approval

China's foreign investment regime is governed by the Foreign Investment Law and related rules. Depending on your industry and deal structure, you may need filing, approval, or security review. Getting this wrong can delay or block your China company setup. We advise on:

• Market access negative list: whether your business is permitted, restricted, or prohibited for foreign investment, and any equity or approval requirements
• MOFCOM (Ministry of Commerce) and NDRC filing or approval for foreign-invested enterprises (FIE) and for certain M&A transactions
• National security review for sensitive sectors, acquisitions of Chinese companies, or other trigger events
• Industry-specific rules (e.g. financial services, healthcare, education, culture) for investing in China

Our China investment lawyers help you structure transactions to meet regulatory requirements and avoid delays. We also advise on changes of scope or ownership after establishment (e.g. adding business lines or increasing foreign shareholding).

Entity Establishment: WFOE, Joint Venture, Representative Office

Choosing the right vehicle is critical for doing business in China. Each has different registration steps, permitted activities, and tax and liability implications. We assist with full China company registration and post-establishment changes.

Wholly Foreign-Owned Enterprise (WFOE)

A WFOE is a limited liability company in China wholly owned by foreign investors. We advise on WFOE formation: registered capital (or subscribed capital under the current regime), business scope, articles of association, and incorporation steps with the SAMR (State Administration for Market Regulation) and other authorities. WFOEs are common for manufacturing, trading, and services where the market access negative list allows 100% foreign ownership. We also advise on WFOE branch offices and on converting a representative office into a WFOE where permitted.

Joint Venture (JV)

Equity joint ventures (EJV) and cooperative joint ventures (CJV) involve a Chinese partner. We help with JV structuring, shareholder (or joint venture) agreements, governance, technology transfer and licensing, and exit options (transfer, liquidation). JVs are often used where local partnership is required by the negative list or is commercially preferred for market access, licenses, or relationships. We advise both foreign investors and, in appropriate cases, Chinese partners on JV documentation and regulatory compliance.

Representative Office (RO)

A representative office in China can conduct liaison and marketing but generally cannot invoice or contract in China. We advise on RO registration, permitted activities, and when to upgrade to a WFOE or JV as your business grows. ROs remain useful for market research and non-revenue activities.

We support post-establishment changes such as scope amendments, capital increase or decrease, and M&A (e.g. acquisition of an existing FIE).

Licenses, Permits, and Industry Regulation

Many activities in China require sector-specific licenses or permits (e.g. ICP for certain online operations, manufacturing permits, distribution permits). We advise on:

• Which licenses your China business needs given your business scope and operations
• Timing and sequencing of license applications alongside company registration
• Compliance with ongoing reporting and renewal requirements

Corporate Compliance in China

Once established, foreign-invested enterprises must comply with Chinese company law, labor law, tax, and industry regulations. Non-compliance can lead to fines, suspension, or personal liability. We assist with:

• Corporate governance: board meetings, resolutions, and statutory filings (e.g. annual report, changes of directors or registered address)
• Labor and employment compliance: contracts, handbooks, work permits for expatriates, and dispute prevention
• Data protection and personal information (PIPL) compliance for data processed in China or transferred overseas
• Anti-corruption, anti-money laundering, and internal compliance policies
• Regulatory reporting and license maintenance for your industry

Our China compliance support helps you avoid penalties and operate with confidence. We can also assist with internal audits and training for your China team.

Daily Business Legal Advisory

Ongoing legal advisory for business in China covers the full range of operational needs so you have a single point of contact for China legal advice:

• Commercial contracts: procurement, sales, distribution, and service agreements with Chinese or international parties
• IP protection: trademark and patent registration in China, licensing, and enforcement
• Employment and HR: hiring, termination, non-compete, and labor dispute advice
• Real estate and leasing for offices and facilities in China
• Dispute prevention and early resolution; referral to litigation or arbitration when needed
• Coordination with your overseas counsel on cross-border contracts or group policies

We act as China legal counsel for international companies with operations or investments in China, providing practical, business-oriented advice in English and Chinese.

M&A and Restructuring

For acquisitions of existing Chinese companies or FIEs, or for restructuring (e.g. merger, division, or asset transfer), we advise on due diligence, transaction structure, regulatory filings (including antitrust and foreign investment review where applicable), and documentation. We work alongside your financial and tax advisers as needed.

For related guides, see our articles on Foreign Company Branch Civil Liability, Nominee Shareholder in China, and Social Insurance for Foreigners in China.

Criminal Defense for Foreigners in China

If you or a family member is a foreign national facing a criminal investigation or prosecution in China, it is important to understand how the system works and what rights you have. Chinese criminal procedure differs in many ways from common law and other jurisdictions. Zhang&Partners has experience advising and representing foreigners in China criminal cases—including matters involving drug-related offenses, trade or commercial fraud, cybercrime, homicide and personal injury, and other charges with foreign factors—and we assist in English and Chinese.

Types of Criminal Cases Involving Foreigners

Criminal cases in China that involve foreign suspects or defendants span a wide range. Common categories include drug-related offenses (e.g. trafficking, possession), trade or commercial fraud, cybercrime and hacking, homicide and serious personal injury, economic crimes, and other offenses. Each type has its own procedural and substantive rules. A Chinese criminal defense lawyer who is used to handling cases with foreign factors can advise you on the likely charges, the evidence, and the best strategy at each stage. We represent foreign nationals and their families in such matters and work closely with embassies and consulates where appropriate.

China's Criminal Procedure: Main Stages

1. Investigation

The investigation stage is led by the police (public security organs) or, in certain cases, by the procuratorate or other agencies. During this stage, the authorities gather evidence, question the suspect, and may impose coercive measures such as summons for questioning, bail, residential surveillance, or detention and arrest. Custody can last for extended periods while the case is under investigation. The law sets time limits for detention and for completing the investigation, but extensions are possible in more serious or complex cases. Having a lawyer from the earliest stage helps you understand what is happening and what your rights are.

2. Review for Prosecution

When the investigation is complete, the case file is transferred to the procuratorate. The procuratorate reviews the evidence and decides whether to prosecute or to drop the case (e.g. no prosecution, or conditional non-prosecution in some cases). If the procuratorate decides to prosecute, it files an indictment with the court. During the review stage, the suspect and his or her lawyer can submit opinions and, in some circumstances, request that the procuratorate hear the defense or supplement the investigation. A lawyer can help ensure that the defense view is on record before trial.

3. Trial

The court tries the case in accordance with the Criminal Procedure Law. Trials may be heard by a single judge or by a collegial panel, depending on the type and seriousness of the case. The defendant has the right to participate in the trial, to present a defense, to question witnesses (subject to court procedure), and to have a lawyer present. The court decides whether the defendant is guilty and, if so, passes sentence. Foreign nationals have the same procedural rights as Chinese nationals at trial, and are entitled to interpretation if they do not understand or speak Chinese.

4. Appeal

The defendant (and in some cases the procuratorate) has the right to appeal against a first-instance judgment. The case is then heard by a higher court. There are also procedures for reopening cases in limited circumstances (e.g. retrial). A lawyer can advise on the prospects of an appeal and represent the defendant in the second instance.

Basic Rights of Criminal Suspects and Defendants

Under the Criminal Procedure Law of the PRC, suspects and defendants enjoy a number of important rights. Understanding and asserting these rights is essential to a fair process.

• Right to defense counsel: From the first time you are questioned as a suspect (or from the day you are placed in custody), you have the right to entrust a lawyer to represent you. In certain types of cases, if you do not appoint a lawyer, the authorities may notify a legal aid authority to assign one. Your lawyer can meet you, review the case file (at the stages and to the extent allowed by law), and submit opinions and evidence on your behalf.
• Right to be informed of the charges: You have the right to be informed of the suspected or charged offense and the legal basis. This allows you and your lawyer to prepare a defense.
• Right to give a statement and to defend yourself: You have the right to explain your conduct and to present your side of the story. You are not obliged to admit guilt, and you have the right to argue that the evidence is insufficient or that you are not guilty.
• Protection against torture and coercion: The law prohibits obtaining confessions or other evidence by torture, threat, inducement, or other illegal means. Confessions or other evidence obtained illegally may be excluded. If you have been mistreated, a lawyer can help you report it and seek exclusion of unlawful evidence.
• Right to interpretation: If you do not understand or speak Chinese, you have the right to a translator or interpreter. This applies during questioning, trial, and other key stages so that you can participate meaningfully.
• Right to apply for bail and other coercive measures: In appropriate cases, you or your lawyer may apply for bail or other non-custodial measures instead of detention. The authorities must consider the application in accordance with the law.
• Right to appeal: If you are convicted, you have the right to appeal to a higher court within the time limit set by law.

These rights are set out in the Criminal Procedure Law and related judicial interpretations. A criminal defense lawyer in China can explain how they apply to your situation and help you exercise them at each stage.

Why Lawyer Involvement Matters

Having a qualified defense lawyer from an early stage can make a significant difference to the process and the outcome.

Early intervention

In China, the earlier a lawyer is involved, the better. During the investigation phase, the lawyer can meet you (subject to the type of case and applicable rules), explain the procedure and your rights, and advise you on how to respond to questioning. Early legal advice can help protect your rights and avoid statements or conduct that might later harm your defense.

Understanding the procedure

China's criminal procedure, time limits, and documentation can be difficult to navigate, especially for a foreigner. A lawyer who is familiar with the system can explain each step, the possible outcomes, and what to expect. This reduces confusion and helps you and your family make informed decisions.

Safeguarding your rights

A lawyer can ensure that your statutory rights are respected: for example, the right to be informed of charges, the right to interpretation, and the right to apply for bail. If your rights are violated, the lawyer can lodge complaints or applications (e.g. for exclusion of illegal evidence) where the law provides for them.

Direct communication with you, your family, and your embassy or consulate

A Chinese lawyer who speaks your language can achieve better results with greater efficiency than one who relies on an interpreter. Direct communication allows the lawyer to visit you and communicate with you freely, to communicate directly with your family, colleagues, or friends, and to communicate with or report to your embassy or consulate without a language intermediary. When taken together, this can reduce the worries, misunderstandings, and unfair or inaccurate views about the Chinese justice system that sometimes arise when information is lost in translation or delayed. For foreign suspects and their families, having a lawyer who can explain the process and your rights in your own language, and who can liaise with your consulate when appropriate, is often essential.

Plea, sentencing, and appeal

A lawyer can advise on the strength of the evidence, the likely charges and sentencing range, and whether to plead guilty in exchange for a possible lenient treatment where the law allows (e.g. plea leniency). After a conviction, the lawyer can advise on and handle an appeal if there are grounds.

For detailed guides, see: Criminal Procedure in China for Foreign Nationals, Criminal Liability for Foreigners in China, How Are Foreigners Sentenced in China, Imprisonment with Deportation, and Application of Criminal Law to Foreigners.