The 2025–2026 Negative List (外商投资准入特别管理措施) restricts foreign-invested enterprises from engaging in approximately 27 specific business activities across 10 categories, with restrictions ranging from outright prohibition (8 items) to partial limitations through equity caps, joint venture requirements, and special licensing. These restricted activities span sectors including media and publishing, education (compulsory education), certain value-added telecommunications, internet-related services, legal services, and select medical activities. The Negative List, jointly published by the National Development and Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM), is updated annually — the 2025 version reduced restricted items from 31 to 27, continuing a decade-long trend of liberalization that has cut restricted items by 60% since the 2015 version which contained 65 restricted items.
The Negative List System: How It Works
The Negative List system (外商投资准入负面清单, wàishāng tóuzī zhǔnrù fùmiàn qīngdān) is the cornerstone of China’s foreign investment regulation under the PRC Foreign Investment Law (外商投资法, wàishāng tóuzī fǎ, effective 2020). The Foreign Investment Law introduced the principle that any business activity NOT listed on the Negative List is automatically open to foreign investment on a national treatment basis — meaning foreign investors face no additional barriers beyond those applicable to domestic investors. This “list-based” approach replaced the previous system under the 2015 Catalogue of Industries, which operated as a positive list of permitted activities that required case-by-case government approval.
The Negative List has three categories of restriction:
- Prohibited (禁止外商投资): Foreign investment is completely barred. Examples include compulsory education, news media, internet publishing, human genetic resource-related activities, and rare earth mining.
- Restricted (限制外商投资): Foreign investment is permitted but subject to conditions — most commonly an equity cap (e.g., foreign ownership ≤50%), a joint venture requirement, or a specific licensing regime that is not available to 100% foreign-owned entities.
- Encouraged (鼓励外商投资): While not technically on the Negative List, the Encouraged Catalogue (鼓励外商投资产业目录) lists activities that receive preferential treatment including reduced corporate income tax, customs duty exemptions on imported equipment, and simplified approval procedures. Being on the Encouraged Catalogue does not override Negative List restrictions — an activity can be “encouraged” (tax incentives) but still “restricted” (equity cap).
The Foreign Investment Law Article 28 provides the legal authority for the Negative List, stating that “foreign investors shall not invest in any prohibited fields” and “shall meet the conditions for investment in restricted fields as prescribed by the Negative List.” Violations of the Negative List can result in invalidation of the investment contract, revocation of the business license, forced divestiture within a specified period, and administrative fines of RMB 200,000–1,000,000.
Complete List of Restricted and Prohibited Activities (2025–2026)
The following table provides the complete breakdown of restricted and prohibited activities under the 2025–2026 Negative List. Note that the list is updated annually, typically published in June–July, and the 2026 version may differ materially from the 2025 version.
| Category | Specific Activity | Restriction Type | Details |
|---|---|---|---|
| Agriculture | Rare and precious Chinese medicinal herbs cultivation | Restricted | FIE permitted only in JV with Chinese majority |
| Agriculture | Rare animal genetic resources | Prohibited | Absolutely prohibited under PRC Animal Genetic Resources Law |
| Mining | Rare earth, radioactive minerals, tungsten mining | Prohibited | Domestic entities only; Foreign Investment Law special reservation |
| Mining | Non-ferrous metal exploration (certain categories) | Restricted | JV with Chinese majority required for select minerals |
| Manufacturing | Printing of publications (books, periodicals, packaging with specific content restrictions) | Restricted | FIE permitted only in JV with Chinese majority control |
| Energy | Nuclear power plant construction and operation | Restricted | Chinese party must hold controlling interest |
| Energy | Oil and natural gas pipeline networks | Restricted | JV with Chinese majority required for network operation |
| Telecom | Value-added telecom services (domestic) | Restricted | FIE cap at 50% for most VAS; FTZ pilots may permit up to 100% for cloud services |
| Telecom | Basic telecom services | Restricted | FIE cap at 49% |
| Media | Internet news information services | Prohibited | Absolutely prohibited; includes news aggregation, reporting, commentary |
| Media | Internet audio-visual program services | Prohibited | ICP license holders must be domestic entities |
| Media | Internet publishing | Prohibited | Covers online literature, digital publications, mapping services |
| Media | Radio, television, film production and distribution | Restricted | FIE in film production permitted in FTZ pilots; distribution restricted to JV |
| Education | Compulsory education (K-12 schools) | Prohibited | Reserved for domestic entities under PRC Education Law |
| Education | Pre-school and higher education institutions | Restricted | FIE permitted but must be a JV with Chinese majority for higher education; pre-school allowed per pilot policies |
| Education | Vocational training (non-academic) | Not restricted | Open under Private Education Promotion Law; license required from local education bureau |
| Legal | PRC legal services (appearing in court, Chinese law advice) | Restricted | FIE law firms restricted to JV with PRC law firm; foreign lawyers cannot appear in court or advise on PRC law |
| Finance | Securities companies | Restricted | FIE cap at 51% (raised from 49% in 2021); CSRC approval required |
| Finance | Securities investment fund management | Restricted | FIE cap at 51%; AMAC registration required |
| Finance | Life insurance companies | Restricted | FIE cap at 51% under current pilot expansion |
| Healthcare | Medical institutions (hospitals, clinics) — non-FTZ | Restricted | FIE permitted in JV with Chinese majority; foreign ownership limited to 70% in FTZ pilots |
| Pharma | Human stem cell, gene therapy technologies | Restricted | FIE permitted only in FTZ pilots; requires NMPA clinical trial approval and human genetic resource (HGR) approval |
| Surveying | Surveying and mapping (including internet map services) | Prohibited | Protected under PRC Surveying and Mapping Law; domestic entities only |
| Culture | Cultural relics auction | Restricted | FIE permitted only in FTZ pilots; NCHA approval required |
| Human Resources | Human resources services (recruitment, dispatching) | Restricted | FIE permitted but requires a separate license; foreign-owned HR firms limited to certain service types |
| Social Research | Social surveys and market research | Restricted | FIE in social surveys prohibited; market research permitted under restrictions (survey content limitations) |
| Transport | Air transport (domestic airlines) | Restricted | Chinese party must hold controlling interest; foreign ownership of individual airline ≤25% |
How to Identify Whether Your Intended Activity Is Restricted
Determining whether a specific business activity falls under the Negative List requires a careful analysis of how SAMR classifies the activity within China’s National Economic Industry Classification (GB/T 4754—2022). The classification system contains 1,384 distinct industry codes, and whether an activity is “restricted” depends on the precise code assigned to the company’s business scope (经营范围, jīngyíng fànwéi).
- Identify the primary GB/T 4754 industry code — A PRC law firm or company registration agency maps the intended business activities to the applicable classification codes. Each code maps to one of three statuses: unrestricted (类), restricted (限制), or prohibited (禁止). This mapping is maintained by NDRC and updated alongside each Negative List revision.
- Check for ancillary or secondary activities — Even if the primary activity is unrestricted, ancillary activities may trigger Negative List restrictions. For example, a technology consulting company (unrestricted) that also provides internet publishing services (prohibited) through its business scope would violate the Negative List. Business scope descriptions must be carefully drafted to avoid inadvertently including restricted activities.
- Verify FTZ pilot policies — Free Trade Zones may have separate “shortened” Negative Lists (自贸区负面清单) that permit certain activities restricted nationally. For example, FTZ pilots in Shanghai, Shenzhen Qianhai, and Hainan allow 100% foreign ownership of certain value-added telecom services and medical institution investments that would require a JV structure outside FTZs. As of 2026, the FTZ Negative List contains approximately 20 items, compared to 27 in the national list.
- Consider the Encouraged Catalogue — Activities on the Encouraged Catalogue may be eligible for additional licensing pathways even if they appear on the Negative List. For example, certain AI-enabled medical devices (on the Encouraged Catalogue) may receive expedited NMPA approvals despite the medical device sector having Negative List restrictions for FIE structures.
- Engage a qualified PRC law firm for the Negative List compliance opinion — The most reliable method is obtaining a formal legal opinion from a PRC-licensed law firm specializing in foreign investment law. The opinion should confirm that the intended business scope does not trigger Negative List restrictions and identify any licensing requirements. Cost: RMB 10,000–30,000 for a standard compliance opinion, depending on scope complexity.
Consequences of Violating the Negative List
The legal consequences of engaging in restricted or prohibited activities without proper authorization are severe under the PRC Foreign Investment Law and related regulations. The enforcement regime has strengthened notably since the 2020 Foreign Investment Law came into effect, with several high-profile cases of forced divestiture and business license revocation in 2024–2026.
- Investment contract invalidation: Under the PRC Civil Code Article 153, any contract whose purpose violates a compulsory provision of law or regulation is void ab initio. Investment contracts, share purchase agreements, and JV agreements related to prohibited activities are automatically void. This means the foreign investor has no legal right to recover the investment amount or profits earned.
- Business license revocation (吊销营业执照): SAMR has the authority to revoke the business license of a company operating outside its registered business scope or in violation of the Negative List. Revocation is the most common enforcement action for prohibitions. Since 2024, SAMR has conducted targeted audits of FIEs whose actual operating activities appear inconsistent with their registered business scope, using cross-referenced data from Golden Tax Phase IV invoices, customs import records, and social insurance registration.
- Forced divestiture (强制退出): Under Foreign Investment Law Article 36, if a foreign investor invests in a prohibited or restricted field in violation of the Negative List, the investor must “cease the investment activity and rectify within a prescribed period, or dispose of the equity interest or assets within a prescribed period.” The “prescribed period” is typically 6–12 months for voluntary compliance, reduced to 3–6 months if SAMR issues a rectification order.
- Administrative fines: Foreign Investment Law Article 36 provides for fines ranging from RMB 100,000 to RMB 1,000,000, depending on the severity of the violation. Repeat violations or intentional circumvention (e.g., through VIE structures that mask foreign control) can result in the maximum penalty.
- Personal liability for legal representative and directors: Under the Company Law, the legal representative and board members who authorized or permitted the restricted activity may face personal liability including fines and disqualification from serving as a director or legal representative of any PRC company for 1–3 years.
Free Trade Zone Special Provisions
China’s 23 Free Trade Zones (自由贸易试验区, zìyóu màoyì shìyàn qū) operate under a separate, more liberal Negative List that permits certain activities restricted in non-FTZ areas. This FTZ Negative List is published by the State Council and updated on a different cadence than the national list, allowing FTZs to serve as testing grounds for broader liberalization. As of mid-2026, the key FTZ relaxations include:
- Value-added telecom services: Shanghai FTZ (Lingang) and Hainan FTP permit 100% foreign ownership of certain value-added telecom services (including cloud computing, data processing, and online data transaction processing) that remain capped at 50% nationally. This has driven significant investment from AWS, Microsoft Azure, and Alibaba Cloud competitors.
- Medical institutions: FTZ pilot zones in Shanghai, Hainan, Shenzhen, and Tianjin allow foreign majority ownership (up to 70%) of hospitals and clinics, compared to the JV-with-Chinese-majority requirement nationally. Hainan FTP has gone furthest, permitting 100% foreign ownership of certain specialized medical institutions (plastic surgery, traditional Chinese medicine, rehabilitation) under the Boao Lecheng International Medical Tourism Pilot Zone rules.
- Stem cell and gene therapy R&D: The Hainan FTZ Boao Lecheng Pilot Zone and Shanghai FTZ Lingang permit foreign-invested entities to conduct clinical trials and R&D for stem cell therapies and gene therapy technologies, which are restricted to domestic entities in non-FTZ areas. This has made Lingang a hub for foreign biotech R&D centers.
- Legal services: Shanghai FTZ and Hainan FTP allow foreign law firms to establish JV law firms with PRC firms under more flexible terms, including simplified approval procedures for branch offices.
- Social surveys and market research: Certain FTZ pilots limit restrictions on foreign-invested market research companies, allowing them to conduct consumer surveys that would require a domestic JV partner outside FTZs.
Practical Steps for Foreign Investors
For foreign investors evaluating whether their intended business activities are restricted in China, the following steps provide a practical compliance pathway:
- Review the current Negative List online — Download the most recent version from the NDRC website (en.ndrc.gov.cn) or MOFCOM website (english.mofcom.gov.cn). Cross-reference the business activity against the list. If the activity appears under “Prohibited” or “Restricted,” professional legal advice is essential.
- Engage a PRC law firm for industry code mapping — Have a qualified PRC law firm map the intended activities to GB/T 4754 codes and confirm the Negative List status of each code. This mapping should address both primary and ancillary activities.
- Verify FTZ eligibility — If the activity is restricted nationally, determine whether any of the 23 FTZs or Hainan FTP offer a relaxed regime. FTZs typically require a physical presence (registered address within the zone), but the reduced restrictions may justify the location choice.
- Consider alternative structures — If 100% foreign ownership is restricted, evaluate JV structures with a Chinese partner (including the Chinese partner’s industry qualifications, financial solvency, and governance compatibility). Alternatively, consider an offshore service arrangement (exporting services from outside China to Chinese clients) rather than direct investment.
- Monitor annual list updates — The Negative List is updated annually, typically in June or July. An activity that is restricted in 2025–2026 may be opened in 2026–2027. If your timeline allows, waiting for the next update cycle may simplify the entry structure. Subscribe to MOFCOM’s FIE bulletin or retain a PRC law firm that monitors list changes and provides annual compliance updates.
Where to Go From Here
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