Published · Komi

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 in order, and a realistic timeline for each stage.

Setting up a company in mainland China is a process with a fixed sequence of gates. You cannot skip ahead, and each gate depends on the documents approved at the previous one. For foreign founders, the practical challenge is rarely the paperwork itself — it is knowing which document to prepare first, which authority to visit, and how long each stage realistically takes so you can plan banking, hiring and your first invoice.

This article walks through the documents, the steps and the timeline in the order they occur. It is general information for planning purposes, not legal or tax advice. Rules vary by city, by industry and by whether your business falls on the foreign investment negative list, so confirm specifics with a local adviser or the relevant authority before you commit.

First, decide the structure and the registered address

Two decisions shape everything that follows: the corporate form and the registered address.

Most foreign founders choose a wholly foreign-owned enterprise (WFOE), usually set up as a limited liability company. A WFOE lets you control the entity, invoice customers in RMB and hire staff directly. Alternatives include a joint venture with a Chinese partner, or a representative office — the latter is limited in what it can do commercially, so it suits liaison work rather than revenue-generating operations.

Your registered address must be a real commercial address approved for your business scope. Many cities allow serviced offices or incubator addresses, but the address must be documented with a lease and a property certificate. Confirm the address is acceptable before you sign a long lease; a rejected address is one of the most common causes of delay.

Documents you will need

The exact checklist differs by city, but a WFOE application typically requires the following. Prepare clean, consistent versions — mismatched names or addresses across documents cause rejections.

Investor and legal representative documents

• Passport copies of the foreign investor (individual) or the corporate investor's registration certificate, articles and board resolution.
• Proof of address for the foreign investor, often a utility bill or bank statement, sometimes notarised.
• Legal representative passport copy and a photograph; the legal representative can be a foreigner and does not need to reside in China, though in practice most founders do.
• Notarisation and legalisation of foreign documents. Depending on the country, this means notary certification followed by consular legalisation, or an apostille where the Hague Apostille Convention applies. Some cities also require a Chinese translation prepared by a qualified translator.

Company documents

• Company name — three to five candidates in Chinese, submitted for pre-approval.
• Articles of association — the company's constitutional document, usually prepared in a local template but customisable.
• Business scope — a description of permitted activities using standard wording; some activities require pre-approval or a licence.
• Registered capital and shareholder structure — the amount, currency and contribution schedule. Capital rules vary by industry; do not assume the old minimums apply.
• Lease agreement and property certificate for the registered address.
• Appointment documents for directors, supervisor and legal representative.

The registration steps, in order

The sequence below reflects the typical WFOE path in a major city. Smaller cities may consolidate some steps; free-trade zones sometimes streamline others.

Step 1: Name pre-approval

Submit your Chinese company name candidates to the market regulation authority (the administration for market regulation, often abbreviated AMR). Names follow rules on structure, characters and prohibited terms. This step is quick but can require several attempts if names are taken or contain restricted words.

Step 2: Foreign investment information reporting and, where relevant, negative-list review

If your business falls outside the negative list, the process is generally a filing rather than an approval. If it falls inside the list, expect additional review and possibly a different structure. Confirm your industry's classification early — this is the single biggest variable in the timeline.

Step 3: Business licence application

Submit the full package — name approval, articles, address documents, investor documents, appointments — to the AMR. On approval you receive the business licence, which carries the unified social credit code. This is the moment the company legally exists.

Step 4: Seals and chops

Order the company seals: the official company seal, the legal representative seal, the finance seal and the contract seal. Seals are registered and are legally significant in China — losing control of them is a serious matter. Many cities now issue electronic seals alongside physical ones.

Step 5: Bank account opening

Open a basic RMB account and, if needed, a foreign currency capital account. Bank onboarding for foreign-invested entities is thorough: expect questions on the source of funds, the business model and the beneficial owners, and expect the bank to visit or verify the registered address. This step often takes longer than founders expect, so start it as soon as the licence and seals are in hand.

Step 6: Tax and social insurance registration

Register with the tax authority, complete the initial tax reporting, and set up social insurance and housing fund accounts if you will employ staff. You will also need to arrange invoicing (fapiao) capability, which is tied to your tax registration.

Step 7: Capital contribution

Inject the subscribed capital according to the schedule in your articles. Foreign currency contributions go through the capital account and require the bank's foreign exchange procedures. Keep documentation of every remittance — it matters for later profit repatriation.

Step 8: Post-establishment registrations

Depending on your business, you may need industry licences, customs registration for import/export, foreign exchange registration, and work permits and residence permits for foreign staff. Each has its own application and its own queue.

Realistic timeline

Timelines vary widely by city, industry and the quality of your documents. The ranges below are planning estimates, not commitments.

• Name pre-approval: a few working days, longer if you need multiple attempts.
• Document preparation, notarisation and legalisation: two to six weeks, depending on your home country's procedures and courier times. This is usually the longest and most underestimated phase.
• Business licence: one to three weeks after a complete submission, longer if the business scope or address needs clarification.
• Seals: a few working days.
• Bank account: one to four weeks, sometimes longer for foreign-invested entities.
• Tax and social insurance registration: one to two weeks.
• Capital injection: according to your schedule, but banks need lead time for foreign exchange processing.

In practice, a straightforward WFOE in a major city with clean documents often takes six to ten weeks from the start of document preparation to a functioning bank account. Complex business scopes, negative-list industries, unusual shareholder structures or a home country with slow legalisation can push this considerably longer. Build buffer into your plan and avoid signing customer contracts or employment agreements that depend on a date you cannot control.

Common pitfalls

• Address problems. The lease and property certificate must match and the address must be approved for your activity. Verify before signing.
• Inconsistent names and addresses. Your passport name, the notarised translation and the application forms must align exactly.
• Underestimating the bank. Compliance onboarding is not a formality. Prepare a clear explanation of your business and source of funds.
• Ignoring the negative list. Check your industry's classification at the outset, not after you have drafted articles.
• Assuming one city's rules apply everywhere. Shanghai, Shenzhen, Beijing and smaller cities differ in templates, timelines and local requirements.

Bottom line

China company registration rewards preparation over speed. Get the structure and address right, prepare notarised documents early, and treat the bank and tax steps as part of the project rather than afterthoughts. Use a local adviser to confirm the current requirements for your city and industry, and keep your own record of every submission and approval. This article is general information only and is not legal, tax or investment advice.