Published · Sotho (Northern)

China Company Registration: Documents, Steps and Timeline

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

Setting up a company in mainland China is a process of preparation followed by a sequence of government filings. For most foreign founders the vehicle of choice is a wholly foreign-owned enterprise (WFOE), a limited liability company owned entirely by foreign shareholders. This guide walks through the documents, the steps and the timeline you should plan for. It is general information only and is not legal or tax advice; rules vary by city, industry and year, so confirm details with a local professional before you commit money or sign anything.

First, decide what you are registering

Before collecting documents, settle three things, because they determine what the paperwork must say.

• Company type. A WFOE is the standard structure for foreign founders who want control and the ability to invoice Chinese customers and hire local staff. A joint venture with a Chinese partner, or a representative office (which cannot earn revenue), suit narrower purposes.
• Business scope. This is the list of permitted activities written into your registration. It is drafted in standard regulatory language, not free text, and some activities require extra approvals before or after registration. Keep it focused: an overly broad scope can trigger licensing questions.
• Registered address. You need a physical address in the city where you register. Many early-stage founders use a serviced office or a licensed virtual address that is approved for company registration. Confirm the landlord can supply the paperwork the authorities expect.

Also note that some industries sit on a negative list restricting or prohibiting foreign investment. Check whether your activity appears on it before proceeding.

The documents you will need

Requirements differ by city, but a typical WFOE application package includes the following. Documents executed abroad usually need notarisation and, in many cases, legalisation or an apostille, plus a Chinese translation.

Corporate and shareholder documents

• Passport copies of all foreign individual shareholders and the proposed legal representative.
• If a company is the shareholder: its certificate of incorporation, articles, and a board resolution approving the investment — notarised and legalised/apostilled.
• Proof of the shareholder's registered address abroad.
• A certificate of good standing where the shareholder is a company.

Formation and governance documents

• Articles of association (the company charter), usually prepared in a Chinese template and signed by shareholders.
• Appointment documents for the legal representative, directors, supervisor and general manager.
• Lease agreement for the registered address, plus the landlord's property certificate or a sub-leasing authorisation.
• Application forms for name pre-approval and company registration.

Capital and banking documents

• A statement of registered capital and the planned contribution schedule (see the note on capital below).
• Bank reference letters or proof of funds may be requested in some cities.

Expect translation and notarisation to be the slowest part of document preparation. Start there.

A note on registered capital

China moved to a subscribed capital regime: shareholders commit to a capital amount and a contribution deadline, and the deadline is written into the charter and public registry. You do not need to deposit the full amount up front, but the commitment is real and visible. Choose an amount that is credible for your business and that you can actually fund within the stated period. Some industries and some local authorities have minimum expectations, so ask locally.

The registration steps, in order

1. Name pre-approval

Submit proposed company names in the required format (usually region + trade name + industry + company type). The authority checks for duplicates and sensitive words. Have two or three alternatives ready; generic or descriptive names are often rejected.

2. Prepare and notarise documents

While the name is being reviewed, finalise the charter, business scope, address lease and shareholder documents, and arrange notarisation, legalisation/apostille and translation of anything signed abroad.

3. Submit the establishment application

File the registration package — charter, appointments, address proof, shareholder documents and application forms — with the local market regulation authority (the Administration for Market Regulation). Many cities now accept filings through an online portal, with originals checked later.

4. Receive the business licence

Once approved, you receive the business licence, which carries the unified social credit code. This is the company's primary identity document.

5. Chops and seals

Have the official company seal, financial seal, legal representative seal and, if needed, contract and invoice seals made at an approved vendor. In China the company seal carries legal weight, so control it carefully and keep a register of who holds it.

6. Bank account

Open the basic RMB account, and a foreign-currency capital account if shareholders will remit capital from abroad. Banks differ in their documentation demands and onboarding timelines; expect a branch visit and questions about the business.

7. Tax and social insurance registration

Register with the tax authority, choose your taxpayer status (general or small-scale VAT taxpayer), and set up social insurance and housing fund accounts if you will employ staff.

8. Capital contribution and beyond

Remit subscribed capital within the charter deadline, with the bank recording the purpose correctly. After that come ongoing obligations: bookkeeping, monthly or quarterly tax filings, annual reporting, and any industry licences your business scope requires.

Realistic timeline

Timelines depend heavily on city, industry, document quality and how quickly you respond to queries. As a planning guide, not a promise:

• Name pre-approval: a few working days, longer if names are rejected.
• Document preparation and notarisation abroad: often two to six weeks — the variable that most often delays everything else.
• Establishment filing to business licence: commonly one to three weeks once the package is complete and correct.
• Chops: a few working days.
• Bank account opening: one to three weeks in practice, sometimes longer.
• Tax and social insurance registration: roughly one to two weeks.

A well-prepared WFOE in a straightforward industry might go from complete documents to an operating company in around four to eight weeks. Add time for special licences (food, education, logistics and similar regulated activities), for negative-list checks, and for any restructuring of the business scope.

Common pitfalls to avoid

• Underestimating notarisation. Documents signed abroad and not properly legalised will be sent back.
• A vague business scope. It should match what you will actually do and the licences you can obtain.
• An address that cannot be registered. Verify the landlord's paperwork before signing a lease.
• Ignoring post-registration compliance. The licence is the start, not the finish; tax filings and annual reports are mandatory even in a quiet year.
• Treating the company seal casually. Losing control of it creates real legal exposure.

Practical next steps

Confirm the negative-list status of your activity, shortlist your city and registered address, and assemble shareholder documents for notarisation first. Engage a local lawyer or licensed corporate services firm to review the charter and business scope and to confirm current city-level requirements. The process is manageable — but it rewards preparation over speed. This article is general information and does not constitute legal, tax or investment advice.