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China Company Registration: Documents, Steps and Timeline

A practical walkthrough for foreign founders registering a company in mainland China: what documents you need, the steps from name pre-approval to business licence and post-setup filings, and realistic timelines for each stage. General information only, not legal or tax advice.

Registering a company in mainland China is a process with a well-defined sequence, but it is rarely fast. For foreign founders, the two big variables are where you register and what kind of entity you choose. Most foreign-invested enterprises (FIEs) are set up as a wholly foreign-owned enterprise (WFOE) or as a Sino-foreign equity joint venture (EJV). A representative office is simpler but cannot earn revenue, and a branch of an overseas company carries the parent's liabilities.

This article walks through the documents you will need, the steps from name reservation to business licence, and the post-setup filings that are easy to overlook. It is general information, not legal or tax advice. Rules vary by city and change over time, so confirm details with a qualified local professional before you commit money or sign leases.

First, decide the shape of the entity

Your entity choice drives your document list and timeline. A WFOE is the most common route for foreign founders who want full control and the ability to invoice customers and repatriate profits. An EJV requires a Chinese partner and a negotiated shareholders' agreement, which adds time and complexity. A representative office suits liaison work only.

You will also need a registered address in the jurisdiction where you incorporate. Many cities require a commercial-use lease, and some accept serviced offices or virtual address providers approved for registration. Confirm this before signing anything — a lease that the local market regulator will not accept is a common and expensive mistake.

Core documents for a foreign-invested company

The exact list depends on your city's Administration for Market Regulation (AMR, formerly AIC) and, where applicable, the local Commerce Bureau. The following is a typical core set for a WFOE.

Corporate and investor documents

• Passport copies of the legal representative, directors, supervisors and the authorised signatory. Some cities require notarised copies.
• Certificate of incorporation of the foreign parent company (if you are incorporating through a company rather than as an individual), apostilled or legalised and translated into Chinese.
• Articles of association of the foreign parent, often required in the same certified form.
• Bank reference letter or proof of funds for the foreign investor, requested in some jurisdictions.
• Notarised and legalised proof of the investor's identity — for individuals, a notarised passport copy is frequently required. Since China joined the Apostille Convention, apostille is generally accepted from member states in place of consular legalisation, but local practice still varies.

China-side documents

• Articles of association of the new Chinese company, drafted to match the registered capital, governance and business scope you declare.
• Name pre-approval confirmation (see below).
• Lease agreement and the landlord's property certificate for the registered address.
• Appointment documents for the legal representative, directors, supervisor and general manager, plus copies of their ID or passports.
• Business scope wording. Keep it focused; some activities require pre-approval or a negative-list check under the foreign investment rules.
• Registered capital figure and contribution schedule. This is a commitment, not a formality — the amount and timing are recorded and enforceable.

All foreign-language documents generally need a Chinese translation, and the translation may need to be stamped by a translation company recognised by the authority. Budget time for this; it is often the slowest part of document preparation.

Step-by-step: from name to licence

Step 1: Name pre-approval

You submit proposed Chinese names to the AMR system. Names follow a structure — jurisdiction, trade name, industry, organisational form — and must not conflict with existing registrations or use restricted words. Prepare several alternatives. In many cities this step now runs online and can clear in a few working days, though rejections mean resubmitting.

Step 2: Foreign investment information reporting

Where the foreign investment negative list does not require special approval, the establishment is filed through the foreign investment information reporting system, typically handled alongside or after AMR registration. Certain sectors on the negative list need pre-approval from the Commerce authorities before registration proceeds, which can add weeks.

Step 3: Business licence application

With the name approved and documents assembled, you file the establishment application with the AMR. If accepted, you receive the business licence — the document that brings the company into legal existence. This is the milestone most founders wait for, but it is not the end of the process.

Step 4: Company seal carving

Seals (chops) are still central to Chinese corporate practice. You will typically need the company seal, legal representative seal, finance seal and, depending on your bank, a contract seal. Seals are carved through an authorised vendor and registered with the public security system in most cities. Keep them controlled; seal misuse is a real risk.

Step 5: Bank account opening

Open the basic RMB account and, if needed, a foreign currency capital account. Bank onboarding has become more rigorous: expect questions on the business model, beneficial owners and expected transaction flows, and expect the bank to visit or verify the registered address. This step can take one to several weeks depending on the bank and city.

Step 6: Tax and customs registration

Register with the tax authority, complete the new taxpayer report, and confirm your invoicing setup. If you will import or export, register with customs and the foreign exchange administration as applicable. Your accountant should be engaged before this point, not after.

Step 7: Capital contribution and foreign exchange

Foreign capital is contributed into the capital account and then settled into RMB for permitted uses. The bank will ask for supporting documents. Track the contribution schedule in your articles — missing it creates compliance exposure.

Realistic timeline

Assuming a straightforward WFOE in a major city, a working timeline looks like this:

• Document preparation and notarisation/apostille: two to six weeks, largely dependent on your home country's processing times and how quickly you can produce translations.
• Name pre-approval: a few working days to two weeks, with retries.
• Business licence: roughly one to three weeks after a complete filing is accepted.
• Seals: a few working days.
• Bank account: one to four weeks.
• Tax and ancillary registrations: one to two weeks, often overlapping with banking.

In practice, founders should plan for six to twelve weeks from a standing start to a bank-operational company, and longer if the business scope touches restricted sectors, if the registered address needs changing, or if documents are rejected and must be re-certified. Cities differ; so do banks. Build slack into your plan rather than assuming the shortest case.

Post-setup obligations not to forget

• Monthly or quarterly tax filing, even in months with no revenue.
• Annual reporting to the AMR and the annual foreign investment report.
• Annual audit where required for foreign-invested entities.
• Bookkeeping from the first day of operation, with proper fapiao handling.
• Registered capital contributions on the schedule you declared.

A final note

China's registration system has become more digital and more consistent, but local execution still matters. The same application can move quickly in one district and stall in another. Engage a reputable local adviser, keep your documents clean and consistent, and treat the business licence as the midpoint of setup rather than the finish line. This article is general information only and is not legal, tax or accounting advice; obtain advice specific to your situation before proceeding.