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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 involved, and what to expect in terms of time. General information only, not legal or tax advice.

If you are a foreign founder planning to set up in mainland China, the registration process is manageable once you know what is coming. This article walks through the usual documents, the main steps, and a realistic timeline. It is general information only, not legal or tax advice, and rules vary by city and by industry, so confirm details with a local professional before you commit money or sign anything.

First, choose the right vehicle

Most foreign founders use one of three structures:

• Wholly foreign-owned enterprise (WFOE) — a limited liability company owned entirely by foreign shareholders. This is the most common choice for founders who want control and the ability to invoice customers and hire staff directly.
• Joint venture (JV) — a company shared with a Chinese partner. Useful where the sector requires local involvement or where the partner brings licenses, land, or distribution.
• Representative office (RO) — a liaison office that cannot earn revenue. It suits market research or coordination, not selling.

Your choice affects the documents, the capital requirements, and the timeline. Decide this before you start collecting paperwork.

Core documents you will need

Requirements differ by city, but the following list covers what is typically requested for a WFOE. Expect to provide clean, consistent documents; mismatches between names and addresses are a common cause of delay.

Corporate and shareholder documents

• Certificate of incorporation of the foreign parent company, or passport copies if the shareholder is an individual.
• Articles of association of the foreign parent.
• Board resolution or shareholder resolution approving the China investment.
• Proof of address for the foreign company (utility bill, bank statement, or lease).
• Passport copies of directors, legal representative, supervisors, and the general manager.
• Curriculum vitae and sometimes proof of relevant experience for key personnel.

Documents issued outside China usually need notarization and legalization, or an apostille where applicable under the Hague Convention. Chinese authorities may also require a Chinese translation prepared by a recognized translation agency. Some cities ask for the documents to be notarized in the country of origin and then legalized at a Chinese embassy or consulate; others accept notarization by a Chinese notary public after entry. Check the specific rule for your target city early, because this step alone can take weeks.

China-side documents

• Registered office address in China, with a lease or sublease agreement and the landlord's property certificate. The address must be zoned for commercial use in most cases.
• Proposed company name, in Chinese, with alternatives. Names are checked against existing registrations.
• Business scope, written in the standard phrasing used by the local administration for market regulation.
• Registered capital amount and the currency, plus the contribution schedule.
• Articles of association for the new China company.
• Appointment documents for the legal representative, supervisor, and general manager.

Foreign founders should note that the legal representative carries real responsibility under Chinese law. Choose this person carefully and understand the role before signing.

The registration steps, in order

The sequence below is typical for a WFOE in a major city. Smaller cities may simplify or add steps, and sectors with special rules — education, healthcare, logistics, food, finance — will need additional approvals.

Step 1: Name pre-approval

Submit proposed Chinese names to the local Administration for Market Regulation (AMR). Approval reserves the name for a limited period. Have two or three backups ready.

Step 2: Prepare and legalize documents

Gather the corporate documents, notarize and legalize them as required, and translate them. This is often the longest part of the process, especially if you are coordinating across time zones.

Step 3: Secure a registered address

Sign a lease that the AMR will accept. Confirm with the landlord that the property can host a foreign-invested company, and keep the property certificate and lease on hand.

Step 4: File for the business license

Submit the application package to the AMR, usually through an online portal with hard copies delivered afterward. If the file is complete, the business license is often issued within a few working days. This is the moment the company legally exists.

Step 5: Carve the company seal

Order the official seals — company seal, legal representative seal, finance seal, and contract seal — from a licensed seal maker, and register them. In China, the company seal carries more weight than a signature in many transactions.

Step 6: Open a bank account

Open a basic RMB account and, if needed, a foreign currency capital account. Banks apply their own due diligence, so expect questions about the business and the source of funds. Bring the license, seals, and identity documents.

Step 7: Tax and social insurance registration

Register with the tax authority, sign the tripartite agreement for tax withholding, and set up social insurance and housing fund accounts if you will hire employees. Choose an accounting system and a bookkeeping arrangement early.

Step 8: Foreign exchange and capital contribution

If you are contributing registered capital from abroad, follow the foreign exchange registration procedures and keep clear records. Banks and authorities expect the money to match the filed capital plan.

Step 9: Post-registration items

Depending on your business, you may need sector licenses, customs registration, or import-export rights. You will also need to arrange payroll, invoices, and annual reporting obligations.

Realistic timeline

There is no universal number, but founders commonly see the following pattern:

• Document preparation and legalization: two to six weeks, sometimes longer if translations or consular legalization are involved.
• Name approval: a few working days.
• Business license: around three to ten working days once the file is complete.
• Seals, bank account, and tax registration: one to three weeks, depending on bank scheduling and city processes.

In practice, a straightforward WFOE in a major city can be operating within six to twelve weeks from the day you start preparing documents. Delays usually come from legalization, address problems, or an unclear business scope, not from the filing itself.

Practical tips to avoid delays

• Keep names, addresses, and dates identical across every document.
• Start notarization and legalization before you finalize the lease; they run in parallel.
• Confirm the address qualifies for foreign investment before signing.
• Write the business scope in standard local phrasing, not marketing language.
• Budget for translation, notarization, seals, and bank setup, not just the government fees.
• Engage a local accountant or corporate services firm early; the cost is usually small compared with the cost of a failed filing.

A final word

China company registration is a procedural exercise: the rules are published, the steps are known, and the main risk is incomplete or inconsistent paperwork. Treat this article as a starting map, not a substitute for professional advice. Verify current requirements with the local AMR, a qualified lawyer, and a tax adviser in your target city before you proceed.