Published · Sakha (Yakut)

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 for each stage.

Setting up a company in mainland China is a process with a defined sequence of steps, a fixed set of documents, and a timeline that depends heavily on your city, your business scope, and how quickly you can produce notarised and legalised paperwork. This article walks foreign founders through what is involved. It is general information only and is not legal or tax advice; rules vary by locality and change over time, so confirm details with a licensed local adviser before you commit.

First, choose the vehicle and the place

Most foreign investors use one of two structures. A wholly foreign-owned enterprise (WFOE) is a limited liability company owned entirely by foreign parties and is the default choice for founders who want control. A joint venture (JV) involves a Chinese partner and suits sectors where foreign ownership is restricted or where a local partner brings distribution or licensing advantages.

The location matters as much as the structure. Registration happens with the local branch of the State Administration for Market Regulation (SAMR), and practical requirements — registered address, minimum capital expectations, sector-specific approvals — are applied at the municipal or district level. Cities such as Shanghai, Shenzhen and Beijing have well-developed foreign investment service centres, but each district within them can differ in how strictly it interprets address and business scope rules.

Documents you will need

Prepare these early, because the notarisation and consular legalisation (or apostille, where applicable) of foreign documents is usually the longest lead-time item. Requirements vary by city, but a typical WFOE application includes:

• Passport copies of all foreign shareholders and legal representatives, plus a passport photo of the legal representative.
• Certificate of incorporation (or equivalent) for any foreign corporate shareholder, notarised and legalised/apostilled in its home jurisdiction.
• Notarised and legalised proof of the foreign investor's legal existence and good standing, often accompanied by a certified translation into Chinese.
• Bank reference letter or proof of funds for the shareholder in some districts.
• Registered address documents: a lease agreement and the landlord's property certificate, or an agreement with a serviced office or virtual-address provider that is approved for company registration.
• Articles of association (the company charter), usually drafted to a local template and signed by the shareholder.
• Name reservation results for the proposed Chinese company name (and an English name if you want one on record).
• Business scope wording, drawn from the local catalogue of permitted activities.
• Appointment documents for the legal representative, supervisor and, where relevant, the board.
• Foreign investment information reporting forms, filed through the SAMR system.

If your activity falls in a restricted or encouraged category, you may also need sector approval or a filing with the local commerce authority. Negative-list sectors require a different, longer path.

The registration steps, in order

1. Name pre-approval

Submit several candidate Chinese names to the SAMR online system. Names must follow Chinese naming rules and must not conflict with existing registrations. This step is usually quick, but approval is not guaranteed on the first attempt.

2. Registered address and lease

Secure a compliant address before filing. Many districts require the landlord to provide ownership documents and may inspect the premises. Serviced offices marketed to foreign companies can simplify this, but confirm the address is on the district's approved list.

3. Draft and sign the charter

The articles of association set out shareholding, governance, capital contribution schedule and profit distribution. Keep the capital contribution timeline realistic — subscribed capital must be paid in according to the charter and current rules.

4. Submit the establishment application

File the package with SAMR, including the foreign investment information report. If the documents are complete, the business licence (营业执照) is typically issued within a few working days in major cities.

5. Carve the company seal set

After the licence, have the official seals made at an approved shop: company seal, financial seal, legal representative seal, invoice seal and contract seal. Seals carry legal weight in China and must be controlled carefully.

6. Bank account opening

Open the basic RMB account and, if needed, a foreign currency capital account. Banks apply their own due diligence, which can take one to three weeks and may require the legal representative to attend in person. This is often the step that surprises founders with its duration.

7. Tax and customs registration

Register with the tax authority, complete the initial taxpayer setup, and — if you will import or export — register with customs. You will also need to arrange invoicing systems and, if hiring, social insurance and housing fund registration.

8. Capital contribution

Inject the subscribed capital from the foreign shareholder into the capital account, following foreign exchange rules. Keep clean records; the funds must be traceable and used for declared purposes.

Realistic timeline

Assuming documents are ready and the address is compliant, a straightforward WFOE in a major city can go from name reservation to business licence in roughly two to four weeks. Adding seal carving, bank account opening, tax registration and capital injection typically brings the full setup to six to ten weeks. Delays usually come from document legalisation, address problems, business scope wording, or bank due diligence — not from the registration filing itself.

Plan for the long pole: notarisation and legalisation of foreign shareholder documents can take several weeks depending on the jurisdiction. Start there first.

Practical tips for foreign founders

• Use a local adviser early. A licensed agent or law firm familiar with your district will save iterations on name, scope and address issues.
• Keep the business scope tight and accurate. Overly broad scopes invite questions; too narrow a scope can block invoicing for your actual services.
• Decide who the legal representative is. This role carries real responsibility and usually requires a China-based person or a founder willing to be present for banking and filings.
• Budget for ongoing compliance — monthly bookkeeping, annual reporting, and tax filings — from day one, not after the licence arrives.
• Confirm current rules locally. Foreign investment rules, capital requirements and address policies are updated periodically and applied with local variation.

Registration is the entry ticket, not the finish line. Founders who treat document preparation, banking and tax setup as one coordinated project — rather than separate errands — generally move faster and avoid the most common rework.