Pubblicato · Sicilian

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 step-by-step process, and a realistic timeline. General information only, not legal or tax advice.

Setting up a company in mainland China is a well-trodden path, but it is also a process with its own vocabulary, paperwork and sequencing rules. This guide walks foreign founders through the typical structure of a wholly foreign-owned enterprise (WFOE) registration, the documents usually requested, the steps in order, and how long each stage tends to take. Treat it as orientation, not a substitute for advice from a qualified local lawyer or accountant.

First, choose the right vehicle and jurisdiction

Most foreign founders opt for a Wholly Foreign-Owned Enterprise (WFOE), a limited liability company owned entirely by foreign capital. It can invoice customers, hire staff and repatriate profits, which makes it the default for businesses that need a real operating presence. Alternatives include a joint venture with a Chinese partner or a representative office, but a rep office cannot generate revenue, so it suits liaison work only.

The city and district matter. Registration is handled at the local level, and district-level authorities can differ in how strictly they read the rules and how quickly they process applications. Free trade zones and industrial parks sometimes offer streamlined service windows, but do not assume a zone is faster without checking current local practice.

Check your business scope early

Your proposed business scope must be written using the standard catalogue of permitted activities. Some activities are unrestricted, some require a licence before or after registration (for example, certain food, education, logistics or consulting activities), and some are on the negative list for foreign investment. Confirm your exact wording with the local registration authority before you prepare documents, because a rejected scope can send you back to the drafting stage.

Core documents you will typically need

Requirements vary by city and by business type, but the following list covers what most WFOE applications ask for. Prepare clean, consistent versions of everything.

• Passport copies of all foreign shareholders and the proposed legal representative, plus a clear passport-sized photo of the legal representative.
• Proof of shareholder identity and existence if the shareholder is a company: certificate of incorporation, articles, and a register of directors, usually notarised and legalised (or apostilled where the Hague Apostille Convention applies).
• Notarised and legalised passport copy for individual foreign shareholders in many jurisdictions.
• Registered address documents: a lease agreement and the landlord's property certificate, or a virtual address service contract from an approved provider.
• Articles of association for the new company, drafted to match the standard template or a customised version accepted locally.
• Name reservation confirmation for your chosen Chinese company name.
• Appointment documents for the legal representative, supervisor and (if applicable) board members.
• Business scope wording and any pre-approval or licence documents if your activity is regulated.
• Capital and contribution plan, including the subscribed registered capital and the schedule for paying it in.

Translation is common: Chinese versions of foreign-language documents are usually required, and the translator or translation company may need to certify them. Notarisation and legalisation can take weeks depending on the country, so start this early. If your home country is party to the Apostille Convention, an apostille often replaces consular legalisation, but confirm what the receiving city accepts.

The registration steps, in order

Step 1: Reserve the company name

Submit proposed Chinese names to the local market supervision administration through its online system. Names follow a fixed format: city, trade name, industry, and company type. Have two or three backups; generic or misleading names are rejected.

Step 2: Prepare and submit the establishment application

File the application package, usually through the local online portal, with articles, address documents, appointment documents and shareholder papers. Authorities may come back with comments, so build in time for revisions.

Step 3: Obtain the business licence

Once approved, you receive the business licence, which carries the unified social credit code. This is the company's foundational document.

Step 4: Carve the company seal and complete the seal filing

Order the official seals, typically the company seal, legal representative seal, finance seal and contract seal, from a licensed seal-making shop, and complete the local seal filing. Seals carry real legal weight in China, so control them carefully.

Step 5: Register with tax and open bank accounts

Complete tax registration and choose your taxpayer status (small-scale or general VAT taxpayer). Then open the basic RMB account at a bank, which usually requires the legal representative to attend in person, and a foreign-currency capital account if foreign shareholders will inject capital. Bank onboarding is often the slowest part of the process.

Step 6: Handle foreign exchange, customs and social insurance as needed

Register the foreign investment information with the local commerce authorities or the foreign exchange bank. If you will import or export, complete customs registration. Register with the social insurance and housing fund authorities before hiring staff.

Step 7: Inject registered capital and complete follow-up filings

Pay in capital according to your articles and the current foreign investment rules, and make sure each injection is documented for foreign exchange purposes. Keep records for annual reporting and any later capital changes.

How long does it take?

Timelines are indicative, not guaranteed, and depend heavily on document readiness and local processing speed.

• Notarisation and legalisation of foreign documents: commonly two to six weeks, depending on the country and courier time.
• Name reservation: often a few working days.
• Business licence approval: frequently one to three weeks if the file is clean and the scope is uncomplicated.
• Seals and filing: roughly two to five working days.
• Tax registration: usually days once the licence is issued.
• Bank account opening: often one to four weeks, longer for foreign-currency accounts and enhanced due diligence.
• Licences for regulated activities: can add weeks or months.

A realistic planning assumption for a straightforward WFOE in a major city is six to twelve weeks from a complete document set, with bank opening and any licences as the main variables. If your documents need legalisation from a slow jurisdiction, or your activity is regulated, plan for longer.

Practical tips to avoid common delays

• Keep every name, address and date identical across all documents; mismatches trigger queries.
• Confirm the registered address can actually be used for registration; some landlords cannot provide the required papers.
• Decide who will be legal representative early, and make sure that person can travel to China for bank and authority appointments if required.
• Draft the business scope conservatively and precisely, then expand later if needed.
• Keep a single document folder with certified translations and track every submission reference number.

This article provides general information only and is not legal, tax or investment advice. Rules and local practice change, so confirm the current requirements with a qualified professional in the city where you plan to register.