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China Company Registration: Documents, Steps and Timeline

A practical English-language guide for foreign founders on registering a company in mainland China: the documents you need, the sequence of steps, realistic timelines and common pitfalls, plus a note that this is general information rather than legal or tax advice.

Setting up a company in mainland China is a process with a well-defined shape: you choose a legal form, reserve a name, prepare and notarise documents, submit through the market regulation system, then handle the post-registration items that actually let you trade — the bank account, the tax set-up and, where relevant, foreign exchange and customs registration. The complexity rarely lies in the number of steps; it lies in the document formatting, the consular legalisation chain and the local variations between cities. This article walks through what foreign founders typically face. It is general information only, not legal or tax advice, and requirements change — confirm specifics with a licensed local adviser before you commit money.

First, choose the vehicle

Most foreign founders use one of three structures:

• Wholly foreign-owned enterprise (WFOE) — a limited liability company owned entirely by foreign shareholders. The default choice for businesses that want to invoice Chinese customers, hire local staff and control their own operations.
• Sino-foreign equity joint venture (EJV) — a limited liability company shared with a Chinese partner. Still used where a local partner brings licences, land, distribution or government relationships.
• Representative office (RO) — a liaison office that cannot sign contracts or earn revenue in its own name. Useful for market research and coordination, not for invoicing.

There is also the foreign-invested partnership (FIP) for fund or advisory structures, and the negative list governs which sectors restrict or prohibit foreign investment. Check your specific business scope against the current negative list before anything else — it determines whether your activity is permitted, requires a local partner, or needs a sector-specific licence.

The documents you will need

Document lists vary by city and by district, but a WFOE application usually draws on the following:

Corporate shareholder documents (if the investor is a company)

• Certificate of incorporation or registration of the foreign parent company.
• Articles of association of the parent, or an equivalent constitutional document.
• Board resolution approving the investment in China, naming the authorised signatory.
• Passport copy of the legal representative or authorised signatory.
• Proof of address of the parent company (utility bill, bank statement or registry extract, depending on the district).

Individual shareholder documents (if the investor is a person)

• Passport copy, valid and with sufficient remaining validity.
• Proof of overseas residential address.
• Sometimes a personal bank reference or a statement of source of funds, particularly for larger registered capital.

China-side documents

• Proposed company names, in Chinese, usually three to five alternatives in order of preference.
• Registered address proof — a lease or sublease plus the landlord's property certificate. Many founders use a serviced office or a district-approved virtual address; confirm the address can support your business scope.
• Articles of association of the new China company, drafted to the local template.
• Business scope wording, written in the standard catalogue language the local authority accepts.
• Appointment documents for the legal representative, supervisor and, if applicable, the board.
• Registered capital figure and, where required, a contribution schedule consistent with the current rules.

Legalisation and translation

Foreign-origin documents generally need to be notarised in the country of origin and then legalised for use in China — either through consular legalisation or, where the Convention applies, an apostille. Non-Chinese documents must be translated into Chinese by a translation company whose stamp the local authority accepts; some districts also require the translator's business licence. This chain is the single most common cause of delay, so start it early and check the exact wording your city expects before you notarise anything.

The registration sequence

Step 1: Name reservation

Submit proposed Chinese names through the local market regulation administration's online system. Names must be distinctive, must not imitate an existing registered mark, and must follow Chinese naming conventions. Approval is usually quick — often a few working days — but rejections are common, so submit several options.

Step 2: Prepare and legalise the package

Draft the articles of association and appointment documents, notarise and legalise the foreign documents, and complete certified translations. This step dominates the calendar; allow several weeks if you are starting from scratch, longer if consular queues are busy.

Step 3: Submit the establishment application

File with the market regulation administration — increasingly through the integrated online enterprise registration platform, with hard copies where the district requires them. The submission covers the name approval, articles, shareholder and officer details, registered address and business scope. If your sector is restricted, a separate approval from the relevant regulator may be needed first.

Step 4: Collect the business licence

On approval you receive the business licence, which carries the unified social credit code. This is the company's identity document for everything that follows. Many cities now issue it within a few working days of a clean submission.

Step 5: Carve the company seal

Seals — company seal, legal representative seal, finance seal, contract seal and invoice seal — are made through a police-approved seal-making vendor and registered. In China the company seal carries real legal weight, so control its custody from day one.

Step 6: Bank account opening

Open the basic RMB account. Banks conduct their own due diligence: expect questions on the parent company, the source of funds, expected transaction flows and the ultimate beneficial owners. A bank visit by the legal representative is often required. This step can take from a few days to several weeks depending on the bank and the profile of the shareholder.

Step 7: Tax registration and invoicing set-up

Register with the tax authority, complete the new-company reporting, and apply for the invoicing system and, where relevant, VAT general taxpayer status. Your accountant will handle this; do not skip it, because you cannot issue fapiao — the official invoices your customers will demand — without it.

Step 8: Foreign exchange, customs and sector licences

Register the foreign exchange account and the capital contribution arrangement with the bank handling your cross-border payments. If you will import or export, complete customs registration. Sector-specific licences — food, education, logistics, medical devices and so on — are applied for separately and can add substantial time.

Step 9: Register staff and social insurance

Once you hire, enrol the company for social insurance and housing fund contributions and register the employees. Payroll, individual income tax withholding and work permits for foreign employees all sit downstream of this.

Realistic timeline

For a straightforward WFOE in a permitted sector with all documents in order, founders commonly see the following pattern:

• Name reservation: a few working days.
• Document preparation, notarisation, legalisation and translation: two to six weeks, sometimes more.
• Establishment filing to business licence: roughly one to three weeks after a complete submission.
• Seals: a few working days.
• Bank account: one to four weeks.
• Tax and invoicing set-up: one to three weeks, partly dependent on bank progress.

In practice, allow six to ten weeks from a standing start to a company that can invoice and receive money, and longer where a sector licence, a joint venture negotiation or a difficult bank review is involved. Cities differ: registration itself has become fast, but banking and licensing are the usual bottlenecks.

Pitfalls worth planning around

• Registered capital: the figure is public and carries contribution obligations. Choose it for credibility and operational need, not vanity.
• Business scope: too narrow and you cannot invoice for the work you do; too broad and the authority may push back. Use standard catalogue wording.
• Registered address: confirm the address is approved for your activity and that the landlord can supply the property certificate.
• Legal representative: this person carries statutory responsibilities and, in some circumstances, personal exposure. Understand the role before accepting or appointing it.
• Seal custody: disagreements over seals are a classic source of deadlock in joint ventures. Agree custody and controls in writing.
• Post-registration compliance: annual reporting, tax filings and bookkeeping are mandatory even in a dormant year.

Final note

China's registration system has become more standardised and more digital, but the documents still have to be exactly right, and local practice still matters. Treat the list above as a planning map, verify current requirements with a licensed local adviser and your bank, and budget time for the legalisation chain. Nothing in this article is legal, tax or investment advice.