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China Company Registration: Documents, Steps and Timeline

A practical guide for foreign founders on registering a company in mainland China: the documents you will need, the steps from name approval to bank account, and realistic timelines. General information only, not legal or tax advice.

Registering a company in mainland China is a process with clear stages, but it is also one where small errors in paperwork can cost weeks. For foreign founders, the two most common structures are a wholly foreign-owned enterprise (WFOE) and a joint venture (JV) with a Chinese partner. Most foreign founders setting up a wholly owned operation choose a limited liability company (LLC) under the WFOE model. This article walks through the documents, the sequence of steps and the timelines you should plan for. It is general information, not legal or tax advice; requirements vary by city and by industry, so confirm details with a local professional before you commit.

Before you start: the decisions that shape the paperwork

Several choices made early determine which documents you will need and how long the process takes.

• Structure: WFOE versus JV. A WFOE gives you full control but requires you to meet the registered capital and business scope rules on your own. A JV shares risk and local knowledge but adds shareholder agreements and governance documents.
• Business scope: China regulates what a company may do through its business scope. Some activities require pre-approval or a licence before registration. Negative-list industries restrict or prohibit foreign investment, so check your activity against the applicable national list.
• Registered address: You need a physical address in the city of registration. Many cities accept serviced offices or incubator addresses, but the address must be documented and, in practice, usable for mail and inspections.
• Registered capital: This is a subscribed amount, not necessarily paid up front, but it must be realistic and consistent with your business plan. Some industries and cities set minimums.
• Legal representative: A named individual with statutory authority. This person carries legal responsibilities, so choose deliberately.

Documents you will need

The exact list depends on your structure and city, but a typical WFOE application requires the following.

Corporate and shareholder documents

• Certificate of incorporation of the foreign parent company, or passport copies if the shareholder is an individual.
• Articles of association of the foreign parent.
• A board resolution or shareholder resolution approving the China investment.
• Proof of the parent company's registered address.
• If there are corporate shareholders up the chain, documents for each layer of ownership.

Documents issued outside China generally need to be notarised and legalised. Where the Hague Apostille Convention applies to the issuing country, an apostille may replace consular legalisation; otherwise, legalisation by the Chinese embassy or consulate is typically required. Chinese authorities may also ask for translations into Chinese by an accepted translation provider.

China-side documents

• Articles of association for the new China company.
• Appointment documents for the legal representative, directors, supervisor and general manager.
• Lease agreement and property ownership certificate for the registered address.
• Name reservation application with several proposed Chinese names.
• Application forms for the market supervision authority, often filed online through the local one-stop system.

People and later-stage documents

• Passport copies and, where required, proof of entry for foreign personnel.
• Bank account opening forms and, depending on the bank, additional due-diligence materials on the ultimate beneficial owners.
• Tax registration and, if applicable, foreign exchange registration materials.

The registration steps, in order

1. Name pre-approval

Submit several candidate Chinese names in the required format (region, brand, industry, company type). Names that imitate well-known brands or use restricted words are rejected. This step is usually quick, but approval does not lock the name indefinitely, so move promptly to filing.

2. File the establishment application

Submit the articles, appointments, address documents and shareholder materials to the local market supervision administration (the former AIC). In many cities this is now handled through an online portal, with hard copies submitted or checked later. If your business scope includes activities requiring pre-approval, obtain that approval first.

3. Obtain 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 for everything that follows.

4. Carve the company seal set

Order the official seals, typically including the company seal, legal representative seal, finance seal and contract seal. Seals are filed with the public security authorities in many localities. Treat them as you would a bank signature card.

5. Tax registration and invoicing setup

Register with the tax authority, choose your taxpayer status (small-scale or general taxpayer), and set up the systems needed to issue invoices (fapiao). This step matters commercially: without invoice capability, you cannot bill customers properly.

6. Open the bank account

Open the basic RMB account. Banks apply know-your-customer checks, so expect questions about shareholders, business substance and expected flows. If you need a foreign-currency capital account for injecting registered capital, open it in the same exercise. Bank onboarding is often the slowest step and varies a great deal between banks and branches.

7. Foreign exchange and capital injection

Register the foreign investment with the foreign exchange authority (often through the bank) and inject capital as your articles require. Keep the remittance documentation clean; mismatches between the payer name, the purpose and the registered capital can delay crediting.

8. Post-establishment registrations

Depending on your situation, you may also need social insurance and housing fund registration for employees, customs registration if you import or export, and sector-specific licences. If foreign staff will work in China, work permits and residence permits are separate applications handled after the company exists.

Realistic timeline

Timelines vary by city, industry and how complete your documents are. As a planning guide rather than a promise:

• Preparation and document legalisation: two to six weeks, depending on how quickly your home-country notarisation and legalisation can be arranged.
• Name approval: a few working days to two weeks.
• Business licence: roughly one to three weeks after a complete filing, longer where pre-approval applies.
• Seals: a few working days.
• Tax registration: about one to two weeks.
• Bank account: one to four weeks in practice, sometimes longer.
• Foreign exchange and capital injection: a few days to a few weeks once the account works.

A straightforward WFOE in a major city can therefore take roughly six to twelve weeks from a standing start, with the bank and legalisation stages the usual bottlenecks. Licensed or restricted activities, complex ownership chains, or a registered address that needs to be changed can push this out considerably.

Practical tips for foreign founders

• Start legalisation early. It is the step most often outside your control.
• Keep names and signatures consistent. The spelling of the parent company name and the signatory must match the notarised documents exactly.
• Choose the address carefully. Confirm the landlord can provide the ownership certificate and that the address accepts registration for your business scope.
• Budget for ongoing compliance, not just setup: bookkeeping, annual reporting, tax filings and seal custody are continuing obligations.
• Use local professionals. A local lawyer or corporate services firm can confirm current city-level requirements, which change more often than national rules.

Registration is the beginning, not the end. Plan the structure with your actual business in mind, keep documentation tidy, and treat the first year's compliance calendar as part of the setup project.

This article provides general information only and does not constitute legal, tax or investment advice. Requirements differ by city and industry and change over time; consult qualified local professionals about your specific situation.