An buga · Hausa

China Company Registration: Documents, Steps and Timeline

A practical guide for foreign founders on registering a company in mainland China, covering the typical document package, the step-by-step process from name reservation to post-setup filings, and realistic timelines, with a note that this is general information rather than legal or tax advice.

Setting up a company in mainland China is a structured process with a fairly predictable sequence of steps, but the details matter enormously. A missing notarised document, a business scope worded too vaguely, or a registered address that does not satisfy the local authority can each add weeks to your timeline. This article walks foreign founders through the typical document package, the order of steps, and realistic timelines for a wholly foreign-owned enterprise (WFOE), which remains the most common vehicle for foreign investors. It is general information only and is not legal or tax advice; requirements vary by city and change over time, so confirm specifics with a qualified local professional before you commit.

First, choose the structure and the city

Most foreign founders register either a wholly foreign-owned enterprise (WFOE) or a Sino-foreign joint venture. A WFOE gives you full control and is the default choice for service, trading and many manufacturing businesses. A joint venture can make sense where a Chinese partner brings licences, land or distribution. A representative office is cheaper but cannot generate revenue, so it rarely suits founders who intend to trade.

The city matters as much as the structure. Registration is handled by the local Administration for Market Regulation (AMR), and each city — sometimes each district — applies its own practice on registered addresses, business scope wording and document notarisation. Shanghai, Shenzhen, Beijing and the free-trade zones tend to have more standardised procedures and English-speaking staff at the windows, but the address requirements can be stricter. Pick your city based on where your customers, staff and supply chain actually are, not just on speed of registration.

The core document package

Although every locality adds its own quirks, the following is the typical document set for a WFOE. Prepare these early, because the notarisation and legalisation steps are usually the critical path.

Corporate and identity documents from the foreign investor

• Certificate of incorporation of the foreign parent company, plus its articles of association or equivalent constitutional documents.
• Board resolution authorising the investment and appointing the legal representative and directors.
• Passport copies of the proposed legal representative, directors, supervisors and shareholders (for corporate shareholders, the corporate documents above).
• Proof of address for the foreign parent, such as a utility bill or bank statement, in the company's name.

Documents issued outside China generally need to be notarised in the country of origin and then legalised — either through a Chinese embassy or consulate, or via an apostille where the Hague Apostille Convention applies to that country. Translations into Chinese are normally required and must be done by an accepted translation agency. Some cities now accept electronic apostilles, but do not assume yours will.

China-side documents

• Registered address proof: a lease agreement plus the landlord's property certificate, or a serviced-office agreement. Many cities require the address to be zoned for commercial use and will reject residential addresses.
• Articles of association of the new Chinese company, drafted to match the filed application.
• Name reservation confirmation for the proposed Chinese company name.
• Business scope wording, drawn from the local catalogue of permitted activities.
• Registered capital and shareholder contribution schedule, expressed in RMB or a convertible currency.
• Appointment documents for the legal representative, supervisor and directors, with signed acceptance letters.

Under the current Company Law framework, shareholders are expected to pay in registered capital within the period stated in the articles, and the subscribed amount should be realistic rather than aspirational. A figure that looks impressive on paper can create real funding obligations later.

Step-by-step registration process

The sequence below is typical for a WFOE in a major city. Expect small variations in ordering and in which documents are submitted online versus in person.

Step 1: Name reservation

Submit three to five candidate Chinese names to the AMR's online system. Names must follow Chinese naming rules, avoid restricted words, and not conflict with existing registrations. Approval usually takes a few working days, and the reservation is typically valid for a limited period, so do not reserve too early.

Step 2: Prepare and legalise investor documents

This is where most delays occur. Notarisation and legalisation abroad can take two to six weeks depending on the country and the consular workload. Start here before anything else, and keep digital copies of everything for the online filing.

Step 3: File the establishment application

Submit the application through the local government portal or the AMR window. The package includes the name reservation, articles of association, investor documents, address proof, and appointment documents. Review comments are common; respond quickly and precisely. Once approved, you receive the business licence, which is the company's legal birth certificate and carries the unified social credit code.

Step 4: Carve the company seal and open bank accounts

Order the official seals — company seal, legal representative seal, finance seal and contract seal — from an approved seal-making shop, usually registered with the public security bureau. Then open a basic RMB account and, if you will receive foreign currency, a foreign currency capital account. Bank onboarding has become more thorough: expect questions about the source of funds and the business model, and allow a couple of weeks.

Step 5: Register with tax, customs and social insurance as applicable

Complete tax registration and choose the taxpayer status (general or small-scale). If you will import or export, register with customs. Register with the social insurance and housing fund authorities before hiring. If your business needs a special licence — food, education, logistics, certain consulting activities — apply for it now; the business licence alone does not authorise regulated activities.

Step 6: Capital contribution and foreign exchange

Inject the registered capital through the foreign currency capital account, following the foreign exchange rules in force at the time. Keep clean records of the remittance, the capital verification trail and the conversion into RMB, because banks and tax authorities will ask for them.

Realistic timeline

Assuming a clean document set and a standard WFOE in a major city, plan for the following:

• Investor document notarisation and legalisation: 2–6 weeks, depending on the country.
• Name reservation: 2–5 working days.
• Establishment application and business licence: 5–15 working days, longer if the file is returned for corrections.
• Seals: 1–3 working days.
• Bank account opening: 1–3 weeks.
• Tax, customs and social insurance registration: 1–2 weeks, partly in parallel.

In practice, founders who start with a complete, correctly legalised document set often reach an operating business licence in roughly six to ten weeks. Founders who begin the notarisation late, or who choose an address the local authority will not accept, commonly take three months or more. Regulated industries with a pre-approval requirement can take considerably longer.

Common pitfalls to avoid

• Address mismatch. The lease, the property certificate and the application must describe the same premises consistently. Serviced offices are convenient but confirm the provider is registered to lease to foreign-invested entities.
• Vague business scope. Copy wording from the local catalogue rather than inventing descriptions; an overly broad scope invites questions and may not support the invoice types you need.
• Unrealistic registered capital. The subscribed amount is a commitment, not a marketing figure.
• Ignoring the legal representative's exposure. The role carries real responsibilities under Chinese law; appoint someone who understands them.
• Treating the business licence as the finish line. Tax registration, invoicing setup, banking and any sector licence are all needed before you can trade normally.

A final note

China's registration rules are administered locally and updated periodically, and the treatment of foreign investment, registered capital and foreign exchange can differ by city, district and industry. Use this article as a planning checklist, not as a substitute for advice. Engage a local lawyer or corporate services firm to confirm the current requirements for your specific structure, city and sector before you sign a lease or remit funds.