Published · Dinka

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 from name approval to business licence, and realistic timelines including the foreign investment and bank account stages.

Setting up a company in mainland China is a process with clear stages, but it is not a single filing. Foreign founders typically go through name approval, registration with the market supervision authority, filing with the commerce authority where foreign investment rules apply, and then a series of post-registration steps — including tax registration, foreign exchange registration and opening a bank account — before the entity can actually trade.

This article gives a general overview for planning purposes. It is general information only, not legal or tax advice. Rules differ by city, by industry and by the type of entity you choose, so confirm the specifics with a qualified local adviser or the relevant authority before you commit time and money.

First: choose the entity type and check the industry

Most foreign founders registering in mainland China choose one of two structures:

• Wholly foreign-owned enterprise (WFOE) — a limited liability company owned entirely by foreign investors. It is the most common vehicle for foreign founders who want to control a China-based business directly.
• Joint venture (JV) — a limited liability company shared with a Chinese or other partner. Used where a partner brings licences, land, distribution or local expertise.

There are also representative offices, but a rep office cannot sign contracts or generate revenue in its own name, so it is generally a liaison presence rather than an operating business.

Before drafting anything, check two things:

• Whether your business scope is open to foreign investment. China regulates foreign investment through negative lists — one for the free trade zones and one for the rest of the country. Activities outside the negative list are generally open; activities on the list may be prohibited or restricted, sometimes requiring a Chinese controlling shareholder. Read the current negative list that applies to your proposed location.
• Whether your activity needs a pre-approval or special licence. Some sectors — education, medical services, certain logistics, food, finance-related activities — require additional approvals or licences before or shortly after registration. Confirm this early, because it affects what you can put in the business scope.

The documents you will need

Requirements vary by city, but a WFOE registration file generally includes the following. Prepare clean, consistent versions and keep the same names and addresses across every document.

Corporate and investor documents

• Passport copies of the legal representative, directors, supervisors and the authorised signatory. If an investor is a company, you will need its certificate of incorporation, constitutional documents and a register of directors or shareholders.
• Notarisation and legalisation (or apostille) of foreign investor documents. This is often the slowest item. Documents executed abroad usually need notarisation in the country of origin and then legalisation by the Chinese embassy or consulate — or an apostille if the issuing country is a party to the Apostille Convention and the Chinese authority accepts it. Translation into Chinese by an accepted translator is normally required.
• Proof of the investor's address — typically a utility bill, bank statement or registry extract, depending on local practice.
• Bank reference letter for the foreign investor, requested by some local authorities and by banks later.

China-side documents

• Articles of association for the new company, in Chinese, setting out shareholding, governance, capital, business scope and profit distribution.
• Name pre-approval result from the market supervision authority. Names must follow Chinese naming rules: an administrative division, a trade name, an industry descriptor and the organisational form.
• Registered address documents — a lease or sub-lease plus the landlord's property certificate. Many cities require a real, verifiable address; some accept serviced offices or registered-address providers, but check local policy.
• Appointment documents for the legal representative, directors, supervisor and manager, plus their identity documents and, in some cities, a photograph.
• Application forms — the establishment registration application and the foreign investment information report, completed in the local system.

The registration steps, in order

1. Name pre-approval

Reserve the company name through the local market supervision authority's online system. Have two or three alternatives ready; common words and names close to well-known brands are frequently rejected.

2. Prepare and legalise the file

Draft the articles and appointment documents, then notarise and legalise the foreign investor documents. Do this in parallel with the name reservation so the two tracks meet.

3. Submit establishment registration

File the application, articles, address documents and identity documents with the market supervision authority. Where foreign investment filing applies, the foreign investment information report is submitted through the same or a linked system. If your activity requires a pre-approval, obtain it before or as part of this stage.

4. Receive the business licence

Once approved, the authority issues the business licence, which carries the unified social credit code. This is the company's primary identity document. The company is legally established at this point, but it is not yet ready to operate.

5. Carve the company seal and complete the seal filing

Order the official seals — company seal, legal representative seal, finance seal and contract seal as needed — from an approved vendor and complete any required seal record filing. Seals matter in China: contracts and bank instructions are commonly executed with them.

6. Tax registration and invoicing setup

Register with the tax authority, confirm the taxpayer status (small-scale or general taxpayer), and set up the systems needed to issue invoices. Do not skip this — without invoice capability, routine commercial operations become difficult.

7. Foreign exchange registration

Complete the foreign exchange registration so the company can open capital and current accounts and bring in registered capital. Banks may ask for the business licence, articles, and evidence of the capital contribution plan.

8. Open the bank account(s)

Open the basic deposit account and any capital account. Expect the bank to conduct know-your-customer and beneficial ownership checks, and to review the articles, the licences and the identity documents of signatories. Some banks require the legal representative to attend in person.

9. Capital contribution and ongoing compliance

Contribute registered capital according to the articles and the applicable contribution rules. Then keep up with routine obligations: annual reporting, tax filings, and updating registrations if shareholders, directors, address or business scope change.

Realistic timeline

Timelines depend heavily on the city, the industry, the completeness of your documents and how quickly the foreign documents are legalised. As a planning guide:

• Document preparation and legalisation: often the longest phase, because it depends on overseas notaries, apostille or consular legalisation and translation. Start here first.
• Name pre-approval: usually a short online process once you have suitable alternatives.
• Establishment registration and business licence: commonly days to a few weeks after a complete file is accepted, longer where a pre-approval or restricted activity is involved.
• Seals, tax registration, foreign exchange registration and bank account: a further sequence of steps that can take several weeks in total, depending on bank scheduling and local practice.

In practice, founders should budget for the whole sequence rather than the licence alone. A company that holds a business licence but has no bank account, no tax setup and no foreign exchange registration cannot operate normally.

Practical tips to avoid delays

• Keep every document consistent. Mismatched names, addresses or shareholding between the articles, application forms and investor documents is a common cause of rejection.
• Confirm the business scope wording early. The scope must match what you actually plan to do, and it affects later licence applications.
• Verify the registered address. Ask the landlord or provider whether the address has been used for company registration before and whether local policy accepts it.
• Plan the capital contribution. Understand the contribution deadline and the practical steps for moving funds into the capital account.
• Use local professional help for the filing itself. A local adviser familiar with your city can flag requirements that are not obvious from national rules.

Registering a company in China is manageable when the preparation is sequenced properly: legalise the foreign documents first, confirm the industry rules and address, then move through registration, tax, foreign exchange and banking in order. Treat this article as a planning checklist and confirm the current requirements for your city and sector with a qualified adviser. It is general information, not legal or tax advice.