Published · Scots Gaelic

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 approval to bank account, and what drives the timeline. General information only.

Setting up a company in mainland China is a process with a defined sequence of steps, but it is not a single application you file and forget. Foreign founders usually start by deciding on the entity type, then move through name reservation, licensing, registration, and finally the operational setup that lets the company actually trade: seals, bank accounts, tax registration and foreign exchange formalities. This article walks through the documents, the steps and the realistic timeline, so you can plan before you commit.

Important: this is general information for planning purposes only. It is not legal, tax, accounting or investment advice, and it does not describe every requirement or local variation. Rules differ by city, by industry and by the investor's home jurisdiction, and they change. Confirm everything with a qualified local professional before you act.

First, choose the entity type

The entity type drives your document list. The most common vehicles for foreign investors are:

• Wholly foreign-owned enterprise (WFOE) — a limited liability company owned entirely by foreign investor(s). This is the default choice for most foreign founders who want to control a China-based business.
• Sino-foreign equity joint venture (EJV) — a limited liability company shared with a Chinese partner. Useful where a local partner brings licences, land, distribution or sector access.
• Branch or representative office — a presence of an existing foreign company. A representative office is restricted in what it can do commercially, so it is rarely suitable for a revenue-generating business.

Note that the Foreign Investment Law has applied a pre-establishment national treatment plus negative list approach. In practice this means most sectors are open to foreign ownership, while a smaller set of sectors carries ownership caps, requires a Chinese partner, or is prohibited. Check the current negative list for your specific activity before you draft anything.

The documents you will need

Requirements vary by city and by the registration authority, but a WFOE application typically involves the following. Prepare these early, because authentication and notarisation of foreign documents is often the longest lead item.

Investor and corporate documents

• Certificate of incorporation (or equivalent) of the foreign parent company, plus its articles of association or constitutional documents.
• Notarisation and legalisation of those documents — usually notarised in the home country and then legalised, either through a Chinese consulate or via an apostille where the Hague Apostille Convention applies to that jurisdiction. Confirm the current accepted route for your country.
• Certificate of good standing, where the authority requests it.
• Passport copies of the legal representative, directors, supervisors and shareholders (for individuals), plus proof of address in some cities.
• Bank reference letter for the foreign investor, requested in some localities.
• Translated versions of foreign-language documents, prepared by an accepted translation agency and stamped.

China-side documents you will draft

• Articles of association for the new company.
• Feasibility study or business plan, where required by the local authority or for a restricted sector.
• Lease agreement for the registered office, plus the landlord's property certificate. The address must be a legitimate commercial address accepted for registration; residential addresses are often refused.
• Appointment documents for the legal representative, directors, supervisor and general manager.
• Shareholder resolution from the foreign parent authorising the investment.
• Name reservation application with several proposed company names in Chinese.

If your activity needs a sector licence — food, education, logistics, medical devices, value-added telecom services and many others — add the relevant pre- or post-licensing documents. It is worth confirming the licensing path before you finalise the business scope, because a scope that promises activities you cannot license will slow the whole file down.

The steps, in order

1. Name reservation

Submit several candidate Chinese names to the market regulation authority (the SAMR system, often handled through the local counterpart). Names must be distinctive and must not conflict with existing registrations. Approval typically takes a few working days where the name is clean.

2. Prepare and legalise the document package

This runs in parallel with or before name approval. Notarisation, legalisation/apostille and translation of the parent company documents are the critical path for most foreign founders. Allow weeks rather than days, depending on your home jurisdiction and courier times.

3. Business scope and, where relevant, sector approval

Draft the business scope carefully — it defines what the company may do and what licences it needs. For restricted sectors, the negative list check and any sector approval happen here.

4. Submit the establishment registration

File the application with the local market regulation authority, including the articles, investor documents, address evidence and appointment documents. If accepted, you receive the business licence. In many cities this stage is relatively quick once the file is complete; the delays usually sit upstream in documents and licensing.

5. Seals and chops

After the licence, the company's official seals are made and registered — typically the company seal, legal representative seal, finance seal and, where used, contract seal. Seals carry real legal weight in China, so keep them controlled and recorded.

6. Bank account opening

Open the basic RMB account and, if needed, a foreign currency capital account. Banks apply their own due diligence, including on the ultimate beneficial owners, and may ask for the full corporate chain. This step can take from a week to several weeks and is often the practical bottleneck after licensing.

7. Tax and social insurance registration

Register with the tax authority, complete the initial tax filing setup, and register for social insurance and housing fund where you will employ staff. Your accountant should confirm the applicable taxpayer status and invoicing arrangements.

8. Foreign exchange and capital contribution

Register the foreign investment information and the capital account so that registered capital can be remitted in and used for permitted purposes. Follow the current foreign exchange rules on how capital is brought in and spent.

9. Post-establishment items

Depending on your business: sector licences, customs registration for import/export, VAT general taxpayer registration, and employment formalities for foreign staff and their work permits and residence permits.

Realistic timeline

There is no universal timeline, but a sensible planning frame for a straightforward WFOE in a major city looks like this:

• Document preparation and legalisation: often the longest phase — commonly several weeks, longer if your home jurisdiction has slow notarisation or if documents need redoing.
• Name reservation: a few working days.
• Establishment registration and business licence: days to a couple of weeks once the file is complete.
• Seals: a few working days.
• Bank account: one to several weeks, depending on the bank and the complexity of your ownership chain.
• Tax and related registrations: days to a few weeks, depending on the city and your accountant's readiness.

Add time for sector licensing, which can dominate the schedule in regulated industries. Founders who plan on a few weeks end up frustrated; those who plan on a couple of months, with buffer for document rework, tend to land closer to reality.

Practical tips to avoid delays

• Fix your ownership chain early. Banks and authorities look through layers of holding companies; a simple, well-documented structure moves faster.
• Get the address right. A lease that the registration authority will not accept is a common cause of restarting the file.
• Align business scope with licensing. Do not list activities you cannot license, and do not omit activities you need.
• Use one translation and one document set. Inconsistent translations of names and addresses cause queries.
• Budget for the post-licence phase. The business licence is the midpoint, not the finish line — banking, tax and foreign exchange setup determine when you can actually operate.

China company registration rewards preparation. Get the entity type, the document legalisation and the business scope right at the start, engage a local professional who knows your city and sector, and treat the timeline as a range rather than a promise. This article is general information only and is not legal or tax advice.