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China Company Registration: Documents, Steps and Timeline

A practical guide for foreign founders on registering a company in mainland China: the documents you need, the steps from name approval to business licence and bank account, and a realistic timeline — general information only, not legal or tax advice.

Setting up a company in mainland China is a process with clear stages, but the details vary by city, by industry and by the type of entity you choose. Most foreign founders register a Wholly Foreign-Owned Enterprise (WFOE), a limited liability company owned entirely by foreign investors. Some use a joint venture with a Chinese partner, and a few industries still require one. This article walks through the documents, the sequence of steps and a realistic timeline. It is general information, not legal or tax advice — confirm current requirements with a local professional and the relevant authorities in your city before you commit.

First, decide what you are registering

Before documents matter, three decisions shape everything else:

• Entity type. A WFOE is the default for foreign founders who want control. A joint venture may be required or useful where a local partner brings licences, distribution or land. Representative offices are limited in what they can do commercially.
• Business scope. This is the list of activities your company is permitted to conduct. It must be written carefully and in the format local authorities expect. Some activities require a pre-approval or a special licence before or after registration.
• Registered address. You need a physical address in the city of registration that meets local rules. Many founders use a serviced office or an incubator that provides address documentation; confirm the landlord can supply the papers the authority requires.

Registered capital is also set at this stage. China generally uses a subscribed capital system with contributions due within a period stated in the articles, but sector rules and local practice differ. Treat the figure seriously: it signals commitment and affects liability.

The documents you will typically need

Requirements differ by city and by whether the foreign investor is a company or an individual. The list below covers the common core.

For a corporate foreign investor

• Certificate of incorporation (or equivalent) of the foreign parent company.
• Articles of association of the parent, or a document showing its structure and signatories.
• Board resolution or shareholder resolution approving the China investment.
• Passport copies of the legal representative and directors of the China entity.
• Proof of address of the foreign parent.

For an individual foreign investor

• Passport copy, usually notarised.
• Proof of address, and in some cases a bank reference or CV describing relevant experience.

Documents about the China entity

• Proposed company names (provide several, in Chinese, in the required format).
• Articles of association for the WFOE.
• Business scope wording.
• Lease agreement and property ownership certificate for the registered address, plus the landlord's supporting documents.
• Appointment documents for the legal representative, supervisor and directors.
• Application forms, which are usually completed online and printed for signature.

Notarisation and legalisation

Foreign documents usually must be notarised in the country of origin and then legalised for use in China. Where the Hague Apostille Convention applies between the issuing country and China, an apostille may replace consular legalisation; otherwise consular legalisation is needed. Translations into Chinese are normally required. This step is one of the most common causes of delay, so start it early and check the specific wording your local registration authority accepts.

The registration steps, in order

1. Name pre-approval

You submit proposed Chinese names for checking against existing registrations. Names follow a structure: administrative region, trade name, industry and organisational form. Approval is typically valid for a limited period, so do not apply too far ahead of your filing.

2. Prepare and notarise the investor documents

While the name is being checked, get the foreign documents notarised, legalised and translated. This runs in parallel and often takes the longest.

3. File the establishment application

The main filing goes to the local market regulation authority (the administration for market regulation), usually through an online system with paper originals submitted afterwards. You submit the articles, business scope, address documents, appointment documents and investor papers. If your activity needs a pre-approval, obtain it before or alongside this filing as local rules require.

4. Receive the business licence

On approval you receive the business licence, which carries the unified social credit code. This is the company's primary identity document. The licence states the name, legal representative, registered capital, address, business scope and term.

5. Carve the company seal set

Seals remain important in Chinese business practice. The set typically includes the company seal (official seal), the legal representative's seal, the finance seal and, where needed, a contract seal and invoice seal. Seals are usually made at an authorised vendor and registered; keep control of them carefully.

6. Bank account opening

Open the basic RMB account, and a foreign currency capital account if you will bring in capital from abroad. Banks conduct their own due diligence, so expect questions about the business, the owners and the source of funds. The legal representative usually attends in person, and the bank may visit the registered address.

7. Tax and social insurance registration

Register with the tax authority, sign the tripartite agreement that links the bank account to tax payments, and set up invoicing. Register for social insurance and housing fund where you will employ staff. Determine whether you are liable for VAT as a general or small-scale taxpayer with your accountant.

8. Foreign exchange and capital contribution

Foreign capital is brought in through the capital account and registered with the foreign exchange system, usually handled with the bank. Follow the rules on how contributed capital may be used.

9. Post-establishment licences

If your business scope includes licensed activities — food, education, logistics, certain consulting, import-export — apply for the relevant permits after the licence where the process allows.

A realistic timeline

Timelines vary widely by city and by how clean your documents are. As a rough planning guide:

• Name approval: a few working days to two weeks.
• Notarisation, legalisation and translation abroad: two to six weeks, depending on the country and courier time.
• Establishment filing to business licence: commonly one to three weeks where documents are complete; longer if the authority raises questions or a pre-approval is needed.
• Seals: a few working days.
• Bank account: one to four weeks, depending on the bank and its checks.
• Tax, social insurance and foreign exchange set-up: one to three weeks, often overlapping with banking.

In practice, founders should budget six to ten weeks from a standing start for a straightforward WFOE in a major city, and longer where licensed activities, unusual business scope or complex ownership are involved. City-level differences are real: some localities are faster and more digitised than others.

Practical points that save time

• Match the Chinese name, articles and application forms exactly; small inconsistencies trigger rework.
• Ask the local registration authority or your adviser for a document checklist for your specific city before notarising anything.
• Confirm the registered address can produce acceptable paperwork; this is a frequent blocker.
• Choose a legal representative who can attend bank and authority appointments in person.
• Keep the capital contribution schedule realistic; it appears in public records.

Registration is the beginning, not the end. Budget for bookkeeping, annual reporting, invoice management and ongoing compliance from day one. Because rules and local practice change, treat this article as orientation and take advice on your specific facts.