Published ยท Kimbundu
China Company Registration: Documents, Steps and Timeline
A practical guide for foreign founders on registering a company in mainland China, covering the typical documents required, the step-by-step process, realistic timelines, and common pitfalls to plan for.
Setting up a company in mainland China is a well-trodden path for foreign founders, but it is still a process governed by local rules, local authorities and local paperwork. This article walks through the typical documents, steps and timeline for a foreign-invested enterprise (FIE), usually set up as a wholly foreign-owned enterprise (WFOE). It is general information only, not legal or tax advice. Rules vary by city, by industry and over time, so confirm details with a qualified local adviser before you commit.
First, decide what you are actually registering
Most foreign founders choose a limited liability company (LLC, often called a WFOE when wholly foreign-owned). Alternatives include a joint venture with a Chinese partner, a representative office (limited to liaison activities, no revenue) and a branch of an overseas company. The structure affects documents, capital requirements and tax treatment, so settle this before drafting anything.
You also need to fix a few basics early: the company name (Chinese, with an English version), the registered address, the business scope, the registered capital and the legal representative. The business scope must match the actual activities and stay within what foreign investment rules allow for your sector. Some sectors require a pre-approval or appear on negative lists; check this before spending money on an address.
Documents you will typically need
Exact checklists differ by city, but most foreign founders are asked for the following.
Corporate and investor documents
- Passport copies of all shareholders, directors, supervisors and the legal representative (clear, colour, valid).
- For corporate shareholders: certificate of incorporation, articles of association, and a register of directors or equivalent.
- Proof of address for corporate shareholders (utility bill, bank statement or similar).
- Notarisation and, where required, legalisation or apostille of foreign corporate documents, plus Chinese translations. This is often the slowest part of the process.
Company formation documents
- Proposed Chinese company name (provide several options, ranked).
- Articles of association (can usually follow a local template, customised for your structure).
- Lease agreement or proof of registered address, plus the landlord's property certificate. Many founders use a serviced office or a registered-address provider.
- Capital contribution plan, including currency, amount and timing.
- Appointment documents for directors, supervisor and legal representative.
- Power of attorney if a local agent handles filings on your behalf.
Post-registration items
- Company chops (official seal, finance seal, legal representative seal, contract seal).
- Bank account opening documents, including the business licence and chops.
- Tax registration and, if hiring, social insurance and housing fund registration.
- Foreign exchange registration, usually handled with the bank when opening the capital account.
The registration steps, in order
1. Name pre-approval
Submit several Chinese name options to the local market regulation authority (often via the online enterprise registration system). Names are checked for duplicates and for compliance with naming rules. Approval is usually quick, but rejected names mean resubmitting.
2. Prepare and notarise foreign documents
Start this early, in parallel with the name check. Notarisation happens in the investor's home country; legalisation or apostille depends on the jurisdiction and current practice. Translations into Chinese are normally required, and some cities expect them to be done by an accepted translation provider. Budget several weeks for this step.
3. Submit the registration package
File the application, articles, address documents, investor documents and appointment papers with the market regulation authority. Many cities now accept online submission with original documents checked later. Expect questions or requests to amend wording, especially around business scope and capital.
4. Obtain the business licence
Once approved, the authority issues the business licence (the unified social credit certificate). This is the moment the company legally exists. Check every detail on it, because corrections later are tedious.
5. Chops and basic registrations
Have the company seals made at an approved shop, then complete tax registration, and register with the local statistics and, if relevant, customs authorities. If you plan to hire, set up social insurance and housing fund accounts.
6. Bank accounts and capital
Open the basic RMB account and the foreign currency capital account. Inject registered capital according to your plan and complete the foreign exchange registration with the bank. Banks differ in how much they ask of foreign shareholders, so compare before choosing.
7. Licences for regulated activities
If your business needs a sector licence (food, education, logistics, certain tech services and so on), apply after the business licence and before you start operating. Some licences are conditions for the business scope itself.
Realistic timeline
Timelines vary widely by city and by how complete your documents are. A typical sequence looks like this:
- Name check: a few working days, longer if names are rejected.
- Notarisation and legalisation of foreign documents: often two to six weeks, depending on the country and whether translations are needed.
- Registration submission to business licence: commonly one to three weeks if the package is clean.
- Chops, tax and other registrations: roughly one to two weeks.
- Bank account opening and capital injection: one to four weeks, depending on the bank and compliance checks.
- Sector licences: highly variable, from days to several months.
In practice, founders who prepare documents carefully often reach a usable company in four to eight weeks after the foreign documents are ready. Add time for sector licences, complex ownership structures or a city with heavier review.
Practical tips from the paperwork
- Get the address right first. A lease that does not satisfy the local authority is one of the most common causes of delay.
- Keep names consistent. Shareholder names, passport spellings and Chinese translations must match across every document.
- Do not understate capital. Registered capital is a commitment, and it affects bank, tax and licensing conversations. Set it deliberately.
- Use a local agent. A reputable corporate services firm or lawyer can handle filings, translations and chops, and will know current local practice.
- Plan for annual obligations. After formation come monthly or quarterly tax filings and the annual reporting cycle. Budget for bookkeeping from day one.
None of the above replaces advice on your specific situation. Foreign investment rules, tax treatment and licensing requirements change, and cities apply them differently. Treat this as a planning map, then confirm each step with a qualified professional in the city where you intend to register.