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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 entity types, the documents you need to prepare, the registration steps in order, and a realistic timeline from name reservation to a working bank account. General information only, not legal or tax advice.

Setting up a company in mainland China is a sequence of approvals rather than a single filing. For a foreign founder, the work splits into two phases: getting permission to invest (foreign investment review, and where relevant a special negative-list check), then getting the company itself registered with the market regulator and connected to banking and tax systems. Understanding that order is the single biggest factor in how smoothly the process runs.

This article is general information for planning purposes. It is not legal, tax or accounting advice, and requirements vary by city, district and industry. Confirm details with a qualified local adviser before you commit capital or sign documents.

First, choose the vehicle

Most foreign founders register either a wholly foreign-owned enterprise (WFOE) or a limited liability company with a Chinese partner (a joint venture). A WFOE is the common default for consulting, trading, manufacturing and many service businesses. If your activity is a small representative office, note that a rep office cannot earn revenue in China — it is a liaison presence only.

The entity type determines which documents you sign, who signs them, and how long the foreign investment review takes. It also affects whether you need a special licence (a pre-approval) before the business licence can be issued. Sectors on the national negative list for foreign investment carry extra restrictions or a prohibited status, so check your planned business scope against that list early.

Documents to prepare

Expect the market regulator to ask for a core set of papers. City-level practice differs, but the following are standard:

• Investor documents. For a corporate shareholder: certificate of incorporation, articles, and a register of directors or equivalent, usually notarised and legalised (or apostilled where the Hague Apostille Convention applies to the issuing country) and accompanied by a Chinese translation.
• Passport copies for individual shareholders and for the legal representative, directors, supervisor and general manager.
• Name reservation. Several candidate company names in Chinese, in priority order, following the local naming rules (usually a place name plus a coined trade name plus industry plus company type).
• Registered address proof. A lease or sublease for premises zoned for commercial use, plus the landlord's property certificate. Many founders initially use a serviced office or an approved virtual address; confirm the district accepts it.
• Articles of association, signed by the investor or its authorised signatory.
• Capital and governance details. Registered capital amount, currency, contribution schedule, and the appointment documents for the legal representative and officers.
• Foreign investment filing information and, for restricted sectors, additional approval materials.
• Authorisation documents if a agent or adviser files on your behalf, including a power of attorney with a verified signature.

Two practical warnings. First, notarisation and legalisation take time and are often the critical path — start them before you need them. Second, every foreign-language document needs a Chinese translation, and some districts require the translation to be stamped by a recognised translation agency.

The registration steps, in order

1. Name reservation

File candidate names with the market supervision administration (often now handled through the online enterprise registration system). Approval is usually quick, but names can be rejected for similarity to existing marks, so prepare alternatives.

2. Foreign investment information filing

Where your sector is not on the negative list, this is typically a filing through the national foreign investment information reporting system, made around the time of establishment. Where your sector is restricted, expect a substantive approval instead, with a longer timetable.

3. Business licence application

Submit the articles, investor documents, address proof, officer appointments and filing materials to the market regulator. If accepted, you receive the business licence (the yingye zhizhao), which carries the unified social credit code — the number that follows your company through tax, banking and customs.

4. Company chops (seals)

Order the official seals: company seal, legal representative seal, finance seal and contract seal, registered with the public security system. In most cities the company seal is what executes contracts, so control it carefully.

5. Bank account opening

Open the basic RMB account (and, if needed, a foreign currency capital account). Banks conduct enhanced due diligence on foreign-invested companies, so expect to provide the full corporate chain, beneficial ownership information and evidence of the registered address. This step is frequently slower than founders expect.

6. Tax and social insurance registration

Register with the tax authority, complete the initial tax reporting, and set up the social insurance and housing fund accounts if you will employ staff. Choose your taxpayer status (general or small-scale) with your accountant, because it affects invoicing.

7. Capital contribution

Inject registered capital according to the schedule in the articles. If the capital is foreign currency, the bank handles the inward remittance and the foreign exchange registration; keep the documentation clean, as this record matters later for repatriation.

8. Sector licences, if applicable

Restaurants, education, logistics, medical devices and many other activities need a post-establishment licence before trading. Build this into your launch plan.

Realistic timeline

For a straightforward WFOE in a permitted sector, with documents already notarised, plan on roughly four to eight weeks from name reservation to an operating bank account in a major city. A joint venture or a restricted sector can take considerably longer, and premises or bank due diligence can add weeks on their own. The document preparation phase before filing is often two to four weeks, and it is the phase most within your control.

Two things speed the process: a local adviser who knows your district's current practice, and a complete, consistent document set where names, addresses and shareholding match across every paper. Inconsistencies are the most common cause of rework.

After registration

Registration is the start, not the end. You will need monthly or quarterly bookkeeping, annual reporting to the market regulator and tax authority, and ongoing attention to invoicing and foreign exchange compliance. Budget for a local accountant from day one.

For foreign founders, the practical formula is simple: confirm your sector against the negative list, secure your address and notarised documents early, and treat banking and tax set-up as part of the project rather than an afterthought. Get those right and the registration itself is a manageable, predictable process.