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China Company Registration: Documents, Steps and Timeline

A practical guide for foreign founders on the documents, steps and timeline for registering a company in mainland China, with general information only.

Setting up a company in mainland China is a process that rewards preparation. For foreign founders, the key is to understand the sequence of approvals, the documents that must be notarised and legalised, and the realistic timeline. This article outlines the typical path for registering a wholly foreign-owned enterprise (WFOE) — the most common vehicle for foreign investors — and notes where requirements can vary by city and industry. It is general information, not legal or tax advice.

Before you start: key decisions

Several choices shape the document list and timeline. Make these decisions early, because they affect company name, scope of business, and capital requirements.

• Company type: A WFOE is common for foreign-owned operations. A joint venture (JV) with a Chinese partner is another option. Representative offices are limited to liaison activities and cannot generate revenue.
• Registered address: You need a commercial address in the city of registration. Some cities allow virtual addresses or incubator addresses; confirm with the local authority.
• Business scope: Written in standard Chinese categories. Some activities require pre-approval or a specific licence.
• Registered capital: No universal minimum for most WFOEs, but the amount should be realistic and consistent with the business plan. Some industries have specific requirements.
• Legal representative: Usually the executive director or general manager. This person bears legal responsibilities, so choose carefully.
• Supervisor: A supervisory role is required; it cannot be held by the legal representative or senior management in many structures.

Core documents for foreign founders

Documents from outside China generally need to be notarised in the country of origin and legalised, or apostilled where the Hague Apostille Convention applies. Chinese authorities may also require Chinese translations. The exact list varies by city, but typically includes:

• Passport copies of all foreign shareholders and directors, often notarised.
• Proof of address for foreign shareholders (e.g., utility bill or bank statement), sometimes notarised.
• Certificate of incorporation and good standing for corporate shareholders, notarised and legalised/apostilled.
• Board resolution authorising the investment and appointing a signatory, notarised and legalised/apostilled.
• Articles of association for the Chinese company (can be prepared locally).
• Lease agreement and property ownership certificate for the registered address.
• Appointment documents for legal representative, supervisor, and general manager.
• Company name in Chinese (and optionally English) with several alternatives for approval.

Some cities now accept online submission of scanned documents for the initial name approval and establishment application, with originals checked later. Always confirm the current local list with your registration agent or the local market supervision bureau.

Step-by-step registration process

1. Name pre-approval

Submit proposed Chinese company names to the local market supervision administration (MSA). Names must follow format rules and not conflict with existing registrations. This can often be done online and typically takes a few working days. Approval reserves the name for a limited period.

2. Prepare and legalise documents

While the name is being approved, prepare the foreign documents. Notarisation and legalisation can take several weeks depending on the country and courier times. This is often the longest lead item, so start early.

3. Submit establishment application

File the establishment application with the MSA. In many cities this is now a single window or online system. You will submit the articles of association, appointment documents, address proof, and shareholder documents. If the business scope includes restricted activities, additional approvals may be needed before or after establishment.

4. Obtain business licence

Once approved, the MSA issues the business licence. This is the legal birth of the company. The licence contains the company name, registered capital, business scope, legal representative, and address.

5. Carve the company seal

Seals are still important in China. The company seal (公章) is used for contracts and official documents. Other seals may include the legal representative seal, finance seal, and invoice seal. Seals are typically carved at a licensed seal-making shop and registered with the public security bureau.

6. Open a bank account

Open a basic deposit account (基本户) at a bank. This requires the business licence, seals, legal representative ID, and sometimes the legal representative in person. The bank may also ask for proof of address and shareholder documents. Opening can take from a few days to a couple of weeks.

7. Register with tax and social insurance authorities

Complete tax registration and sign a tripartite agreement with the bank for tax payments. Register for social insurance and housing fund if you will employ staff. The tax authority will confirm the tax categories and invoice types.

8. Foreign exchange and customs registration (if applicable)

If the company will receive foreign currency capital or engage in import/export, register with the foreign exchange administration and customs. This may require additional documents and can add time.

9. Post-registration filings

Depending on the business, you may need to file with the statistics bureau, obtain industry-specific licences (e.g., food, education, logistics), and register trademarks. Employment contracts and work permits for foreign staff are separate processes.

Realistic timeline

Timelines vary significantly by city, industry, and how quickly foreign documents are legalised. As a general guide:

• Name pre-approval: 1–5 working days.
• Document notarisation and legalisation: 2–6 weeks, depending on the country.
• Establishment application and business licence: 3–10 working days after a complete submission, though some cities take longer.
• Seals: 1–3 working days.
• Bank account opening: 3–10 working days.
• Tax and social insurance registration: 1–5 working days.

In practice, a straightforward WFOE in a major city can be established in 4–8 weeks if documents are ready, but 8–12 weeks is common when legalisation and bank account opening are included. Restricted industries or special approval requirements can extend this considerably.

Practical tips for foreign founders

• Start document legalisation early. It is the most common cause of delay.
• Use a local registration agent or lawyer. Requirements change and local practices differ. A local professional can save time and avoid rejections.
• Keep translations consistent. Names and addresses should match across all documents.
• Plan for the bank account. Bank due diligence is thorough; be ready to explain your business and source of funds.
• Consider the registered address carefully. Some landlords provide the lease documents you need; others do not. Confirm before signing.
• Budget for ongoing compliance. Monthly bookkeeping, tax filings, and annual reports are mandatory even if the company is not yet active.

Disclaimer

This article provides general information about company registration in mainland China and is not legal, tax, or investment advice. Requirements and procedures change and vary by location and industry. Always consult a qualified professional and the relevant local authorities before making decisions.