Published · Jingpo

China Company Registration: Documents, Steps and Timeline

A practical guide for foreign founders on registering a company in mainland China, covering the typical documents required, the step-by-step process, and realistic timelines. General information only, not legal or tax advice.

Setting up a company in mainland China is a process with a well-defined order of operations, but it is not a single filing. Foreign founders typically move through several gates: name reservation, registration with the local market supervision authority, sealing, bank account opening, tax and customs registration, and foreign exchange formalities. Each gate has its own documents and its own clock. This article walks through what is usually needed, the sequence of steps, and the timelines you should plan for. It is general information, not legal or tax advice, and requirements vary by city, district and business scope.

First, decide on the legal form

Most foreign founders choose one of two vehicles:

• Wholly Foreign-Owned Enterprise (WFOE) — a limited liability company owned entirely by foreign investors. This is the most common structure for foreign founders who want full control.
• Sino-foreign equity joint venture (EJV) — a limited liability company shared with a Chinese partner. Chosen when local partnership, licenses or distribution access make it necessary.

Representative offices still exist but are limited in what they can do commercially, so they are rarely the right choice for a founder planning to generate revenue. The legal form affects the document set, the registered capital discussion and the approvals required, so settle it before drafting anything.

Core documents you will typically need

The exact list depends on the city and the business scope, but the following is a realistic baseline for a WFOE.

Investor and corporate documents

• Passport copies of all foreign individual shareholders, directors, supervisors and the legal representative.
• For corporate shareholders: certificate of incorporation, articles of association, and a register of directors or equivalent, usually notarised and legalised (or apostilled where applicable) in the investor's home jurisdiction.
• Proof of address for the foreign investor entity, such as a utility bill or bank statement, often required in notarised form.
• A notarised and legalised power of attorney if someone signs on the investor's behalf.

China-side documents

• Company name in Chinese, with two to four alternatives for the name reservation.
• Articles of association (公司章程) drafted to the local template and tailored to your governance.
• Registered address proof — a lease agreement and the landlord's property certificate, or a serviced office arrangement that the local authority accepts.
• Business scope wording, drafted from the local catalog of permitted activities.
• Appointment documents for the legal representative, directors, supervisor and finance officer.
• Registered capital figure and contribution schedule, expressed in RMB or a convertible currency.

Translation into Chinese is normally required for all foreign-language documents, and the translator's credentials may be checked. Notarisation and legalisation are the most common source of delay, so start them early.

The registration sequence, step by step

Step 1: Name reservation

Submit proposed Chinese names to the market supervision administration (formerly SAIC, now part of SAMR). Names must be unique in the local registry and must follow naming conventions. This is usually quick — often a few working days — but rejected names mean resubmission.

Step 2: Prepare and notarise investor documents

While the name is being reserved, have corporate documents notarised and legalised. Consular legalisation can add weeks depending on the jurisdiction; apostille is faster where the Hague Convention applies to your country's arrangements with China. Individual investors usually need only passport copies, but some districts ask for more.

Step 3: File the establishment registration

The main filing goes to the local SAMR office, increasingly through an online portal. You submit the application form, articles of association, investor documents, address proof, appointment documents and the name reservation notice. If the business scope includes pre-approval items — education, medical, logistics, certain food activities — separate licences must be obtained before or alongside registration.

Step 4: Collect the business licence

Once approved, the business licence (营业执照) is issued. It carries the unified social credit code, which becomes the company's identity for tax, banking and customs. This is the moment the company legally exists.

Step 5: Seals and chops

Order the company seal set: official company seal, financial seal, legal representative seal, invoice seal and contract seal. Seals are made through authorised vendors and registered with the public security bureau in many cities. Budget a few working days.

Step 6: Bank account opening

Open the basic RMB account (基本户) and, if needed, a foreign currency capital account. Banks conduct enhanced due diligence on foreign-invested companies, and the process can take one to three weeks. The legal representative often must appear in person, though some banks accept video verification. Choose the bank with your capital contribution and future foreign exchange needs in mind.

Step 7: Tax, customs and foreign exchange registration

Register with the tax authority, sign the tripartite tax-payment agreement with the bank, and complete foreign exchange registration so capital can be remitted in and profits remitted out. If you will import or export, add customs registration and an electronic port card. Social insurance and housing fund registration follow if you hire staff.

Step 8: Capital contribution and ongoing compliance

Contribute registered capital within the period stated in the articles — current rules generally require contribution within five years of establishment. Arrange bookkeeping, monthly or quarterly tax filings, and annual reporting. Missing filings creates penalties and can complicate visas and bank access.

Realistic timeline

Assuming clean documents and a cooperative local authority:

• Name reservation: 1–5 working days.
• Notarisation and legalisation abroad: 1–4 weeks, sometimes longer.
• Establishment registration: 3–10 working days after a complete filing.
• Seals: 2–5 working days.
• Bank account: 1–3 weeks.
• Tax and related registrations: 1–2 weeks, often overlapping with banking.

In practice, founders should plan for four to eight weeks from a complete document set to an operating company, and longer where pre-approval licences, complex business scopes or slow legalisation apply. Cities such as Shanghai, Shenzhen and Beijing have relatively mature online processes; smaller cities may require more in-person visits.

Practical points that trip founders up

• Address matters. A registered address must be commercially zoned and accepted by the district. Virtual addresses are not universally allowed.
• Business scope is not free text. Wording must map to the official catalog; vague scopes get rejected.
• Legal representative liability is real. The role carries statutory duties; choose carefully and document internal authority.
• Registered capital is a commitment. It is not merely a number on a form; it is capital you must actually contribute on schedule.
• Local variation is the norm. District-level offices interpret rules differently. Confirm the checklist with the specific office before filing.

Because requirements change and vary by location, treat this as a planning framework rather than a fixed recipe. Engage a local adviser or licensed agent to confirm the document list and process for your city and business scope before you commit funds or sign a lease. This article is general information only and does not constitute legal, tax or investment advice.