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FICLS in China : A “Foreign Invested Company Limited By Shares” is a company limited by shares rather than a limited liability company, therefore it has a share capital divided into a specific number of shares each having a specific nominal value. In general, investors choose FICLS for the establishment of private equity funds or if they expect their company to be listed in the near future.


  • At least one Chinese shareholder is required in a FICLS.
  • Investors own shares, instead of equity interests.
  • A FICLS can be either newly established or converted from an existing JV or WFOE.
  • Important decisions need a two-thirds majority, but not a unanimous vote.


FICLS can only engage in activities within its business scope.

FICLS are generally set up for listing purposes. Subject to approval, FICLS can issue shares to the public and can be listed on the Shanghai and Shenzhen stock exchanges, and on overseas stock exchanges.

-> This article may also be of interest to you : Investment Options in China – Contractual Options

To know more investment options, download our legal handbook related to foreign investment in China…

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