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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 need, the steps from name approval to bank account, and how long each stage typically takes.
Setting up a company in mainland China is a process with a defined sequence of steps, but the details vary by city and by the type of entity you choose. This guide walks foreign founders through the typical documents, the order of steps, and realistic timelines for a wholly foreign-owned enterprise (WFOE), which is the most common vehicle for foreign investors. It is general information only and is not legal or tax advice. Rules change, and local practice differs between Shanghai, Shenzhen, Beijing and smaller cities, so confirm specifics with a local professional before you commit.
First, decide what you are registering
Most foreign founders register either a WFOE or a representative office (RO). A WFOE is a limited liability company that can invoice customers, hire staff and repatriate profits. An RO cannot earn revenue directly and is suited to liaison work. A joint venture with a Chinese partner is also possible but adds governance complexity. The entity choice determines which documents you prepare and how long the process takes.
You will also need to settle the registered address, business scope and registered capital before drafting paperwork. The address must be a commercial property that the local authority accepts for registration; many founders use a serviced office or an incubator that provides registration support. The business scope should be worded to match the local catalogue, and registered capital should be realistic, since it affects your subscribed contribution and, in some sectors, the approval path.
Documents foreign founders typically need
Requirements are set locally, but the following list covers what most registration authorities and banks ask for. Prepare clean, consistent documents, because mismatches between names and addresses are a common cause of delays.
Corporate documents
- Articles of association for the new China entity, usually in Chinese with an English version for reference.
- Name reservation result from the local market regulation authority, showing the approved Chinese company name.
- Lease agreement and property ownership certificate for the registered address, plus a landlord letter where required.
- Business scope wording aligned with the local classification catalogue.
- Legal representative appointment and identification, plus details of directors, supervisors and the general manager.
Investor documents
- Certificate of incorporation of the foreign parent company, notarised and legalised, or apostilled where the Hague Apostille Convention applies to the issuing jurisdiction.
- Constitutional documents of the parent, such as its articles or memorandum.
- Board resolution authorising the investment and appointing the signatory.
- Passport copies of the legal representative and authorised signatory.
- Bank reference letter or proof of funds, requested in some cities and by most banks during account opening.
- Translated versions of foreign-language documents, stamped by a recognised translation agency.
Notarisation and legalisation, or apostille, is often the slowest document step. Start it early and check whether your home jurisdiction issues apostilles, because this can shorten the process compared with consular legalisation.
The registration steps in order
Although the exact sequence differs by city, a WFOE setup generally follows this path.
1. Name pre-approval
Submit proposed Chinese names to the market regulation authority. Names must be unique, follow naming rules and avoid restricted words. Approval usually takes a few working days, but rejections mean resubmission.
2. Prepare and legalise investor documents
Notarise and legalise or apostille the parent company documents, then translate them. This runs in parallel with name approval and often sets the overall pace.
3. Submit the establishment application
File the application package with the market regulation authority, including articles, address documents, appointments and investor papers. If your business scope includes restricted sectors, a separate approval may be needed before this step.
4. Obtain the business licence
Once approved, you receive the business licence, which carries the unified social credit code. This is the legal birth of the company. Many cities now issue it within a few working days of a complete filing.
5. Carve the company seals
Order the official seals, typically the company seal, legal representative seal, finance seal and, where used, contract seal. Seals are central to doing business in China and must be kept secure.
6. Register with tax, customs and social insurance
Complete tax registration and choose the taxpayer status, register with social insurance and housing fund authorities for staff, and register with customs if you will import or export. Foreign exchange registration is also handled at this stage, usually through the bank.
7. Open the bank account
Open a basic RMB account and, if needed, a foreign currency capital account. Banks conduct enhanced due diligence on foreign-invested companies, so expect questions about ownership, business model and expected flows. Account opening can take from several days to a few weeks depending on the bank and city.
8. Inject capital and handle post-setup items
Fund the registered capital within the period stated in the articles, complete foreign exchange registration for capital inflows, and arrange bookkeeping, invoicing systems and any sector licences. If you plan to employ foreign staff, work permit and residence permit applications follow separately.
Realistic timeline
A straightforward WFOE in a major city often takes roughly four to eight weeks from document preparation to an operating bank account, assuming the address and business scope are clean and the investor documents are in order. The longest poles are usually notarisation and legalisation of the parent company documents, which can take weeks depending on the jurisdiction, and bank account opening, which depends on the bank's review. Restricted business scopes, unusual ownership structures or a registered address that needs adjustment can extend the timeline. Building in buffer time is sensible, and treating any quoted date as a target rather than a guarantee is wise.
Practical tips to avoid delays
- Keep names, addresses and dates identical across every document and translation.
- Confirm the registered address is acceptable before signing a lease.
- Choose a business scope that reflects what you will actually do, and check whether it triggers a sector approval.
- Appoint a legal representative who can sign and travel as needed, and clarify their responsibilities.
- Line up a bank early and ask what it requires from foreign investors.
- Budget for ongoing compliance: bookkeeping, annual reporting and tax filings are mandatory after registration.
Registration is the starting line, not the finish. Once the licence is issued, the company must maintain accounting records, file annual reports and meet tax obligations. Because requirements are local and change over time, have a qualified local adviser review your structure, documents and tax position before you file. This article is general information only and does not constitute legal, tax or investment advice.