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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 from name approval to bank accounts, and realistic timelines for each stage.

Setting up a company in mainland China is a process with a well-defined sequence, but the sequence is only half the story. What trips up most foreign founders is not the paperwork itself — it is the preparation behind the paperwork, and the dependencies between steps. A name cannot be reserved until the business scope is clear; a bank account cannot be opened until the licence is issued; tax registration follows the bank account. This guide walks through the documents, the steps and a realistic timeline so you can plan around the dependencies rather than discover them.

This article is general information only. It is not legal, tax, accounting or investment advice. Rules and processing times vary by city and change over time. Confirm every detail with a licensed local professional and the relevant authority before you act.

First, decide what kind of entity you are registering

Most foreign founders choose between two structures. A wholly foreign-owned enterprise (WFOE) is a limited liability company owned entirely by foreign investors, and it is the default choice for businesses that need to invoice customers, hire staff and control operations directly. A joint venture with a Chinese partner is used where local partnership, licences or market access make it necessary. A representative office is more limited: it cannot earn revenue in the usual sense and is generally unsuitable for a trading or service business that needs to bill clients.

The structure determines your document set, your registered capital requirements and your tax profile, so settle this before drafting anything. The business scope — the list of permitted activities on your licence — also needs to be written precisely. It should cover what you actually plan to do, including activities you expect to add in the first year or two, because amending it later means another filing.

Documents you will typically need

Requirements differ by city and by industry, but a WFOE application in a major city generally calls for the following. Treat this as a checklist to discuss with your adviser, not as a definitive list.

• Investor documents: for a corporate shareholder, a certificate of incorporation, articles of association and a board resolution approving the investment, usually notarised and legalised (or apostilled where the applicable convention applies) and accompanied by a Chinese translation. For an individual shareholder, a passport copy and a notarised statement of identity are common.
• Name reservation materials: proposed Chinese and English names, usually two to three alternatives in order of preference, plus a short description of the business.
• Legal representative and directors: passport copies, contact details and, in many cities, a photograph. The legal representative carries real responsibility in China, so choose deliberately.
• Registered address: a lease agreement and the landlord's property certificate for the office you will register at. Some cities accept serviced-office or virtual registered address arrangements; confirm what the local authority accepts before signing a lease.
• Articles of association: the company's constitutional document, covering governance, capital, profit distribution and transfer restrictions, prepared in Chinese.
• Business plan and scope: a description of activities, expected staffing and, where relevant, the capital rationale.
• Supervisor: a person appointed to oversee directors, who cannot simultaneously serve as a director or senior manager.

Notarisation and legalisation are frequently the slowest part of document preparation. Start there. A document that is rejected at the consular stage can set the whole project back by weeks.

The registration steps, in order

1. Name pre-approval

You submit proposed names to the local market supervision authority (the SAMR system). Names must be distinctive and must not conflict with existing registrations. Approval is usually quick once the submission is correct, but rejections are common on the first attempt, so prepare alternatives.

2. Prepare and legalise investor documents

Notarise and legalise (or apostille) the corporate documents in the investor's home jurisdiction, then translate them into Chinese. This can run in parallel with name approval, and should.

3. Submit the establishment application

The application package — articles of association, investor documents, address proof, appointments and the application form — goes to the market supervision authority. In many cities this is now handled through an online portal, with originals or notarised copies submitted for verification. If your business falls into a restricted category, a separate pre-approval may be required before this stage.

4. Receive the business licence

Once approved, the business licence is issued. This is the document that confirms the company legally exists. Check every field carefully — company name, scope, address, legal representative, registered capital — because corrections after issuance are more work than corrections before.

5. Carve the company seal and complete the seal filing

Seals (company chop, legal representative chop, finance chop, contract chop) are made by authorised vendors, and the set is registered with the public security system. In China the company seal carries significant legal weight, so establish internal controls over who holds it from day one.

6. Bank account opening

Open the basic RMB account, and a foreign currency capital account if you have foreign investment to bring in. Banks conduct due diligence on the company and its beneficial owners, so expect questions about the business, the source of funds and the expected transaction flows. This step often takes longer than founders anticipate.

7. Tax and social insurance registration

Register with the tax authority, sign the tripartite agreement between the company, the bank and the tax bureau for tax withholding, and complete social insurance and housing fund registration if you will employ staff. Your finance provider or accountant usually handles this.

8. Capital contribution

Where registered capital is committed, the contribution is made within the period stated in the articles and in line with current rules on foreign exchange and capital account management. Keep the bank documentation for each injection.

9. Post-establishment licences

Some activities need additional permits — food, import-export, education, logistics and others. These are applied for after the business licence and can add meaningful time, so identify them early.

A realistic timeline

Assuming clean documentation and a straightforward business scope in a major city, a common sequence looks like this:

• Name approval: a few working days, plus time for resubmissions if names are rejected.
• Document notarisation and legalisation: two to six weeks, depending on the jurisdiction and consular queues.
• Establishment application to licence issuance: roughly one to three weeks where the package is complete.
• Seals: a few working days.
• Bank account opening: one to three weeks, sometimes longer with enhanced due diligence.
• Tax and social insurance registration: a few working days once the bank account is live.

In practice, most founders should plan on six to ten weeks from a standing start to a company that can invoice and hire, and longer where the business needs sector-specific permits, where investor documents require re-issuance, or where the registered address needs to be changed mid-process. The single biggest accelerator is starting document legalisation on day one, before the name is even confirmed.

Practical points that save time

• Confirm the registered address before signing anything. Landlord documentation problems are a common cause of delay.
• Write the business scope broadly enough to cover planned activities, but not so broadly that it triggers extra scrutiny.
• Appoint a legal representative who understands the role's responsibilities, and document your internal approval process for using seals.
• Open the bank account as soon as the licence and seals are ready; tax registration depends on it.
• Budget for translation. Chinese translations of foreign documents must be accurate and consistent in company names and terminology across every filing.

None of this is complicated in isolation. It is the sequencing and the document quality that determine whether registration takes weeks or months. Work with a local adviser who has done it in your city, keep the checklist visible, and treat every deadline as a dependency for the next step.