Published ยท Ndau
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 post-licence filings, and realistic timelines.
Setting up a company in mainland China is a process with a well-defined sequence, but the details vary by city, by industry and by the type of entity you choose. This article walks foreign founders through the documents, the steps and a realistic timeline for the most common route: a wholly foreign-owned enterprise (WFOE), usually structured as a limited liability company. It is general information only and is not legal, tax or investment advice. Rules change, and local practice differs, so confirm specifics with a qualified professional in the city where you plan to register.
First, pick the right structure and location
Most foreign founders choose a WFOE because it allows full control and the ability to invoice customers and hire staff directly. Alternatives include a joint venture with a Chinese partner, a representative office (limited to liaison activities, no revenue), or a branch of an existing foreign company. Your choice affects the documents required and the approval path.
Location matters more than many founders expect. Registration is handled at the local market supervision bureau (the administration for market regulation), and each city, and often each district, has its own intake habits, templates and processing speed. Free trade zones and economic development zones sometimes offer streamlined services and dedicated staff, but they may also impose additional reporting. Choose a registered address you can actually document with a lease or a hosting agreement; virtual addresses are accepted in some places and rejected in others.
The core documents
While the exact list is confirmed during the name and filing stage, a WFOE application typically requires the following. Prepare clean, consistent versions early, because mismatches between documents are the most common cause of delays.
Corporate and identity documents
- Passport copies of the legal representative, directors, supervisors and shareholders (for corporate shareholders, the full ownership chain up to the ultimate beneficial owner).
- Certificate of incorporation of the foreign parent company, notarised and legalised, or apostilled where the Hague Apostille Convention applies to the issuing country. Chinese authorities may also require a Chinese translation.
- Proof of address for the foreign parent, often a recent utility bill or bank statement.
- Registered address documents in China: lease agreement and the landlord's property certificate, or a government-approved hosting agreement.
Transaction and governance documents
- Articles of association for the Chinese entity, usually based on a local template and adjusted for your governance, capital and profit-distribution arrangements.
- Shareholder resolution or power of attorney authorising the signatory, with signatures matching the notarised corporate documents.
- Business scope wording that fits the local catalogue; some activities require a pre-approval or a post-registration licence.
- Capital and term details: registered capital amount, currency, contribution schedule and business term. Registered capital is a commitment, not a fee, but it must be consistent with your plan and with what the local authority will accept.
People and premises
- Legal representative details and a Chinese mobile number and address, which are used for official communications.
- Supervisor appointment (a role distinct from director under Chinese company law).
- Lease or hosting contract for the registered office, plus the landlord's ownership documents.
Notarisation and legalisation are often the longest lead item. Start them before you finalise anything else, and check whether your country's documents need consular legalisation or an apostille, and whether the receiving city accepts scanned copies at the name stage.
The registration steps, in order
1. Name reservation
Submit proposed Chinese names (and an English name if used) to the local market supervision bureau, usually online. Names must follow Chinese naming rules and must not conflict with existing registrations. Have two or three backups; approval can take a few working days.
2. Draft and file the establishment package
Prepare the articles, the application form, the shareholder resolution, the address documents and the identity and corporate papers. Filing is now largely online through the local government portal, with original documents sometimes checked in person. Expect comments and requests for revision; respond quickly and keep versions consistent.
3. Obtain the business licence
Once approved, the market supervision bureau issues the business licence (the unified social credit code is printed on it). This is the moment the company legally exists, but it cannot yet operate fully.
4. Carve the company seal and complete the seal record
Seals (company chop, legal representative chop, finance chop, contract chop) are made by licensed seal makers and recorded with the public security bureau. Seals carry real legal weight in China; control them carefully.
5. Open the bank account
Open a basic deposit account at a bank in the city of registration. Banks apply their own onboarding checks, often including site visits and questions about the business and expected flows. This step can take one to three weeks depending on the bank and your documentation.
6. Register for tax and social insurance
Complete tax registration and choose the taxpayer status (small-scale or general VAT taxpayer) with your accountant. Register for social insurance and the housing fund if you will employ staff. Set up invoicing through the electronic tax system.
7. Handle foreign exchange and capital contribution
Register the foreign investment information with the relevant authorities and, when contributing capital, follow the bank's foreign exchange procedures. The capital contribution schedule in your articles is binding; plan the timing.
8. Sector-specific licences and post-setup items
If your business scope includes regulated activities, such as food, education, logistics or certain consulting areas, obtain the required licence before starting that activity. Also arrange work permits and residence permits for foreign staff, and trademark filings if your brand matters.
Realistic timeline
For a straightforward WFOE in a major city with clean documents, the sequence from name reservation to business licence commonly runs four to eight weeks; the bank account and tax set-up add another two to four weeks. Notarisation and legalisation of the parent company documents can add several weeks before the clock starts. Regulated sectors, unusual business scopes, corporate shareholders with complex ownership chains, or a registered address that needs verification can extend the process considerably.
Plan for iteration rather than a single pass. Local authorities may ask for revised articles, clearer address evidence or additional explanations, and each round adds days. Founders who prepare consistent documents, secure a documented address early, and engage a local accountant and, where needed, a lawyer, tend to move fastest.
Practical tips
- Keep every signature and company name consistent across documents; mismatches trigger rejection.
- Confirm the registered address requirements in your specific district before signing a lease.
- Decide the legal representative carefully: the role carries legal responsibilities under Chinese law.
- Budget for ongoing compliance, including bookkeeping, annual reporting and tax filings, not just registration.
- Treat registered capital as a real commitment and match it to your funding plan.
China's registration system has become more digital and transparent, but it remains local and detail-driven. Use this guide to plan, then verify each step with professionals in your target city before you file. This article is general information, not legal or tax advice.