China: Beneficial Owner Registration – Final Deadline 1 November 2025

​​​​​​​​​​​​​​​published on 23 September 2025 | reading time approx. 4 minutes

​​

 

The regulatory foundation: The BOI measures are now in effect

As we have previously advi​sed, the People's Bank of China (PBOC) and the State Administration for Market Regulation (SAMR) formally promulgated the Administrative Measures for Beneficial Ownership Information (the “BOI Measures") on 29 April 2024. These measures, which entered into effect on 1 November 2024, provide the definitive legal basis for China's beneficial ownership registry, replacing earlier guidelines and creating a unified, transparent s​ystem.

Who needs to register the “beneficial owner"

The registration requirements apply to all entities located in China, regardless if foreign or domestically invested entities. Only individually-owned businesses are not required to file beneficial owner information. These are natural persons registered according to the law to engage in industrial or commercial operations. In addition, entities will be exempted from the registration obligation upon commitment that they fulfil all the following preconditions: 

• ​having a registered capital of RMB 10 million or less; and
• its shareholders and partners all being natural persons; and
• no other natural person other than its shareholders or partners actually controlling the entity or deriving gains from it in any ways.   

Clarifying the definition of a “beneficial owner"

A “beneficial owner" is always a natural person who ultimately owns or controls a legal entity. Identification follows a strict hierarchical test: 

• The Ownership Criterion (>25 percent): Any individual who directly or indirectly holds more than 25 percent of the company's equity, capital, or voting rights.
• The Control Criterion (Ultimate Effective Control): If no one meets the ownership threshold, the individual(s) who exercise ultimate control over the company—through executive appointments, veto rights, or other agreements—must be identified.
• The Senior Manager Fallback: If no individual can be identified under the first two tests, the individual exercising actual control over the filing entity separately or jointly.
  

In the absence of the above three circumstances, the person in charge of daily operation and management of the filing entity shall be deemed as beneficial owner. For wholly State-owned company or State-controlled companies, the legal representative shall be filed as beneficial owner. The beneficial owner of a branch of a foreign company is the beneficial owner determined by the foreign company according to the above rules, plus the senior executive of the branch.

The impending deadline: 1 November 2025

The BOI Measures set a clear and non-negotiable timeline: 

• New Companies (established on/after 1 Nov 2024): Must register the Beneficial Owner upon incorporation.
• Existing Companies (established before 1 Nov 2024): Must complete the registration by 1 November 2025.

​

This means the grace period for existing companies, including foreign invested enterprises, ends on 1 November 2025.

Why Immediate Action is Critical: The Risks of Non-Compliance

With less than two months until the deadline when publishing this article, we strongly advise our clients to begin the compliance process immediately. The risks associated with delay are significant: 

• Financial Penalties: SAMR may request corrections or impose administrative fines up to RMB 50,000 (approximately 6,000 Euro) in case of a rejection of the requested correction.
• Operational Disruption: Non-compliant companies will be listed as “abnormal" in the public credit system. This system is publicly accessible and is frequently checked by business partners, financial institutions, and the public, such as customers. The company is likely to be excluded from participating in public tenders or large-scale projects, as most tender rules require a clean compliance record. As long as the company is considered abnormal, it cannot apply for changes to its business purpose, registered address, or other important registration data.
• Reputational Damage: An “abnormal" status publicly signals poor governance, eroding trust with banks, investors, and business partners.

How Rödl & Partner can help you comply

The process of identifying Beneficial Owners, especially in complex corporate structures with indirect ownership, can be challenging. Meeting the 1 November 2025 deadline requires starting now.

Our team of experts at Rödl & Partner is perfectly positioned to guide you through every step of this mandatory process:

• Analysis: We conduct a detailed review of your corporate and shareholder structure to correctly identify all Beneficial Owners.
• Documentation: We assist in gathering and preparing the required documentation and information for each Beneficial Owner.
• Filing: We manage the complete filing process through the official SAMR platform on your behalf.
• Compliance Assurance: We provide ongoing advice to ensure your records remain compliant with any future changes.

For a comprehensive overview of the legal background and initial requirements regarding Beneficial Owner registration in China, please refer to our detailed ba​ckground article.

With the deadline fast approaching, it is essential for all affected entities to ensure that their internal processes are aligned with the new regulatory requirements. Early preparation can help avoid unnecessary complications and ensure a smooth transition to compliance.​