Published · Iban

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 reservation to business licence, and realistic timelines for each stage. General information only, not legal or tax advice.

Setting up a company in mainland China is a well-trodden path, but it is a procedural one. The paperwork is specific, the sequencing matters, and several steps depend on approvals that you cannot rush. This guide walks foreign founders through the typical documents, the order of steps, and the timelines you should plan around. It is general information only — not legal or tax advice — and requirements vary by city, district and industry, so confirm details with a local professional before you commit.

First, decide what kind of entity you are registering

Most foreign founders choose one of two structures: a wholly foreign-owned enterprise (WFOE), which is a limited liability company owned entirely by foreign investors, or a joint venture (JV) with a Chinese partner. A WFOE is the more common route for independent founders because it gives you full control, provided your business scope is permitted under the negative list for foreign investment. Some sectors — certain education, media, telecom and financial services activities — remain restricted or require a Chinese partner, so check your specific activity before drafting anything.

A representative office is sometimes mentioned as a lighter option, but it cannot earn revenue directly, which limits its usefulness for founders who intend to trade. For most commercial operations, a WFOE is the practical default.

Documents you will typically need

Exact checklists differ by city, but the core document set for a WFOE usually includes the following.

Investor and corporate documents

• Passport copies of the foreign individual shareholder(s) and the legal representative, plus a passport photo.
• Certificate of incorporation and constitutional documents if the shareholder is a foreign company, often notarised and legalised (or apostilled where applicable) in the country of origin.
• Proof of address for the foreign investor, such as a utility bill or bank statement, sometimes required in notarised form.
• Bank reference letter for the foreign shareholder, requested by some districts.

China-side documents

• Company name in Chinese, with two to four alternatives for the name pre-approval check.
• Registered address in China — a lease agreement and the landlord's property certificate. Many founders use a serviced office or an officially registered virtual address; confirm the district accepts it.
• Articles of association drafted to match the registered capital, governance and business scope.
• Business scope wording, aligned with the standard catalogue of permitted activities.
• Registered capital figure and contribution schedule, expressed in RMB.
• Appointment documents for the legal representative, supervisor and, where relevant, the board.

Documents originating outside China generally need notarisation and consular legalisation, or an apostille if the issuing country is a party to the Apostille Convention. Translations into Chinese are normally required, and some cities ask for the translation to be stamped by a qualified translation agency.

The registration steps, in order

Step 1: Name pre-approval

You submit proposed Chinese names to the local market supervision authority (the administration for market regulation). Names follow a structure — administrative division, trade name, industry, organisational form — and are checked for duplicates and restricted words. This is usually quick, but names that are too generic or too close to existing brands get rejected, so prepare alternatives.

Step 2: Prepare and notarise investor documents

This step often runs in parallel with the name check, and for founders abroad it is the longest lead item. Notarisation and legalisation can take anywhere from one to several weeks depending on the country and the consular backlog. Start it early.

Step 3: Submit the establishment registration

The application package — articles of association, address documents, investor papers, appointment documents and the name approval — goes to the market supervision authority, increasingly through an online portal. Once accepted, you receive the business licence, which is the formal birth of the company. The licence carries the unified social credit code, your company's primary identifier for everything that follows.

Step 4: Company seal carving

Chinese companies use official seals rather than signatures for many transactions. The standard set includes the company seal, the legal representative's seal, the finance seal and, if needed, a contract seal. Seals are carved by authorised vendors and must be registered. Treat them as you would a chequebook.

Step 5: Bank account opening

Open the basic RMB account at a bank branch. This requires the business licence, seals, the legal representative's ID and address documents. Banks conduct enhanced due diligence on foreign-owned entities, and the legal representative may need to attend in person; some banks permit video verification. Expect this stage to take longer than founders anticipate.

Step 6: Tax and social insurance registration

Register with the tax authority and complete the tax status confirmation, which fixes your accounting method and invoicing arrangements. Register for social insurance and housing fund obligations if you will employ staff. You will also need to engage a bookkeeping firm or hire an accountant, since monthly filing obligations begin promptly.

Step 7: Foreign exchange and capital contribution

If you are injecting registered capital from abroad, the bank handles the foreign exchange registration and the capital account. Funds must be remitted for the stated purpose, and the contribution needs to be recorded properly. If your business requires import-export rights, customs registration and electronic port registration follow separately.

Realistic timeline

Assuming a straightforward WFOE in a permitted sector and a ready registered address, a common timeline looks like this:

• Name pre-approval: a few working days, longer if names are rejected.
• Notarisation and legalisation abroad: two to six weeks, country-dependent — the biggest variable.
• Establishment registration and business licence: roughly one to three weeks after a complete submission.
• Seals: one to three working days.
• Bank account: one to four weeks, depending on the bank and the completeness of documentation.
• Tax and social insurance registration: about one week, often handled alongside banking.

In practice, founders should budget six to ten weeks from a standing start to an operating company, and longer if the business scope touches restricted activities, if the address needs special approval, or if documents must be re-issued. Special licences for regulated industries — food, education, logistics, finance — add their own review periods and should be mapped before you sign a lease.

Practical points that trip founders up

• The registered address is not a formality. Districts differ in what they accept, and a mismatch between the lease and the property certificate causes rejections.
• The legal representative carries real exposure. Choose carefully and understand the role's responsibilities before signing.
• Registered capital is a commitment. It is a subscribed figure with a contribution schedule, not a number to inflate casually.
• Business scope wording matters for invoicing and licensing. Draft it with your accountant, not from a template.
• Post-registration compliance is ongoing — monthly or quarterly tax filings, annual reporting, and timely capital contributions.

A note on advice

This article is general information for planning purposes and is not legal, tax or investment advice. Company law, foreign investment rules and local practice change, and district-level requirements vary. Before filing, have a qualified local lawyer or corporate services firm review your structure, documents and business scope against the current rules in your chosen city.