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China Company Registration: Documents, Steps and Timeline
A practical, plain-English guide for foreign founders on registering a company in mainland China: what documents you need, the steps from name approval to bank account, and how long each stage realistically takes. General information only, not legal or tax advice.
Setting up a company in mainland China is a well-trodden path, but it is a procedural one. The paperwork is specific, the sequence matters, and several steps depend on local authorities rather than on you. This guide walks foreign founders through the typical documents, the order of steps, and a realistic timeline for a wholly foreign-owned enterprise (WFOE) — the most common vehicle for foreign investors who want to control a local entity. It is general information, not legal or tax advice; rules vary by city and change over time, so confirm details with a local professional before you commit.
First, decide what you are registering
Most foreign founders choose between a wholly foreign-owned enterprise (WFOE), a joint venture with a Chinese partner, or a representative office. A representative office cannot earn revenue, so it suits liaison work only. A WFOE is the standard choice for businesses that need to invoice customers, hire staff and hold a bank account. Before drafting anything, check whether your intended business scope appears on the negative list for foreign investment — the catalogue of sectors with restrictions or prohibitions. If your activity is restricted, you may need extra approvals or a local partner.
Documents you will typically need
The exact checklist varies by city, but a WFOE application commonly requires the following.
Investor documents
- Certificate of incorporation of the foreign parent company, notarised and legalised (or apostilled where applicable), then translated into Chinese by an accepted translator.
- Articles of association of the parent, often requested alongside the certificate.
- Passport copies of the legal representative, directors, supervisors and shareholders (for corporate shareholders, the corporate documents above).
- Proof of address for the parent company and, in some cities, for individual directors.
- Bank reference letter or proof of funds in some jurisdictions and districts.
China-side documents
- Lease agreement for the registered office, plus the landlord's property certificate. The address must be zoned for commercial use.
- Articles of association of the new China entity, drafted to match the filed application.
- Name pre-approval result from the market regulator.
- Legal representative appointment and director/supervisor resolutions.
- Business scope wording, written in the standard catalogue language.
- Registered capital figure and contribution schedule.
Consular legalisation or apostille requirements depend on your home country's treaty status with China. Budget time for this — it is frequently the slowest document step, because it happens in your home jurisdiction, not in China.
The registration sequence, step by step
1. Name pre-approval
You submit proposed Chinese names (and usually an English name) to the local market supervision administration (SAMR). Names must be unique and follow naming rules. This can take a few working days if there are no conflicts, longer if you need to resubmit.
2. Prepare and legalise investor documents
Notarisation, legalisation or apostille at home, followed by certified Chinese translation. Start this early — it runs in parallel with name approval and often sets the overall pace.
3. Secure a registered address
Sign the lease and collect the property certificate and landlord identification. Some cities accept serviced offices or virtual registered addresses; confirm local practice before signing.
4. File the establishment application
Submit the application package to SAMR, usually online through the local portal with hard copies where required. On approval you receive the business licence — the document that legally brings the company into existence.
5. Carve the company seal
Order the official seals (company seal, legal representative seal, finance seal, contract seal) from a licensed seal maker and register them. Seals carry real legal weight in China; control them carefully.
6. Tax registration and invoicing setup
Register with the tax authority, complete the new-company tax report, and apply for the invoice system so you can issue fapiao. This step is where your accountant earns their fee; the tax bureau may ask about your business model and expected revenue.
7. Open the bank account
Open the basic RMB account (and, if needed, a foreign-currency capital account). Bank onboarding has become more thorough in recent years: expect questions about beneficial owners, source of funds and business purpose. The legal representative may need to attend in person.
8. Foreign exchange and capital contribution
Register the foreign investment with the relevant authority (often handled through the bank), then remit registered capital into the capital account. Keep the documentation clean — this record matters for later profit repatriation.
9. Social insurance, housing fund and staffing
Register with social insurance and the housing fund before hiring. If you employ foreign staff, their work permits and residence permits are separate applications.
How long does it take?
Timelines vary widely by city, business scope and how quickly you produce clean documents. As a rough guide for a straightforward WFOE:
- Document legalisation and translation: two to six weeks, depending on your home country's processing times.
- Name pre-approval: a few working days to two weeks.
- Business licence: one to three weeks after a complete filing.
- Seals, tax registration: roughly one to two weeks combined.
- Bank account opening: one to four weeks, sometimes longer for foreign-invested entities.
In practice, founders who prepare documents in parallel and have a local address ready often reach an operating company — licence, seals, tax setup and a working bank account — in six to ten weeks. Restricted business scopes, special licences (food, education, logistics and similar) or a difficult name application can push this well beyond that range.
Practical points founders tend to miss
- Registered capital is a commitment. It is subscribed, not just a number on a form; the contribution schedule is filed and monitored.
- The legal representative carries responsibility. Choose someone who understands the role, and note that changing the legal representative later is possible but administratively fiddly.
- Business scope drives licensing. Wording matters: a scope item may trigger a pre- or post-licence requirement.
- Annual compliance is real. Plan for the annual report, tax filings and audit obligations from year one.
- Local practice beats general rules. District-level offices interpret requirements differently; a local adviser who files in your chosen city every week is worth more than a generic checklist.
None of the above is legal, tax or investment advice, and it does not create a professional relationship. Registration rules, document requirements and processing times in China change, and they differ by city and sector. Before filing, have a qualified local lawyer or licensed agent review your structure, your business scope and your document set against the current requirements in the district where you intend to register.