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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 will need, the approval steps, realistic timelines, and common pitfalls around registered capital, business scope and bank accounts.

Setting up a company in mainland China is a process with a clear sequence of steps, but the details vary by city, by industry and by the type of entity you choose. This article walks through what a typical foreign-invested enterprise (FIE) — most commonly a wholly foreign-owned enterprise (WFOE) — needs in terms of documents, the order of approvals, and realistic timelines. It is general information only, not legal or tax advice; always confirm current requirements with a local advisor or the relevant authority in the city where you plan to register.

Before you start: decisions that shape the paperwork

Several choices made early determine which documents you will need and how long the process takes.

• Entity type. A WFOE is the default for foreign founders who want full control. A joint venture involves a Chinese partner and additional governance documents. A representative office is limited to liaison activities and cannot generate revenue, so it is not suitable for most operating businesses.
• Registered address. You need a physical address in the registration district. Many cities accept serviced offices or incubator addresses, but the lease and property documents must satisfy the local administration for market regulation (AMR).
• Business scope. Written in standard catalogue language, it determines whether your activities need a pre-approval (a “pre-licence”) before the business licence is issued.
• Registered capital. For most WFOEs, capital is subscribed rather than paid in full up front, with contributions made within a period stated in the articles. Certain sectors still impose minimum capital or require paid-in capital before registration.
• Legal representative. A named individual with legal authority to bind the company. This person can be a foreign national and does not have to reside in China, though practical considerations — banking, signing, tax matters — often favour someone who is locally reachable.

Core documents for a WFOE registration

Requirements differ by city, but the following list covers what is typically requested. Documents executed outside China generally need notarisation and, depending on the jurisdiction, legalisation or an apostille, plus a Chinese translation.

Corporate and shareholder documents

• Certificate of incorporation (or equivalent) of the foreign parent company, notarised and legalised/apostilled.
• Articles of association of the parent, or a document confirming the signatory’s authority.
• Board resolution or shareholder resolution approving the investment in China and appointing the authorised signatory.
• Passport copies of directors, supervisors, the legal representative and the authorised signatory.
• If the shareholder is an individual: passport copy, notarised, plus proof of address in some cities.
• Proof of address for the parent company (utility bill, bank statement or registry extract, depending on local practice).

China-side documents

• Lease agreement for the registered address, plus the landlord’s property certificate or a permitted-use document.
• Articles of association of the new China company (often drafted from a local template, then customised for governance, capital and profit distribution).
• Name reservation confirmation for the Chinese company name (format: city + trade name + industry + company type).
• Application form for establishment registration, signed by the legal representative and authorised signatory.
• Information form for foreign investment, filed through the online foreign investment system.
• Commitment letter on the authenticity of submitted materials, in the local format.

Post-licence documents

• Company seal set (official seal, financial seal, legal representative seal, contract seal) — carving is usually done at an approved vendor after the licence is issued.
• Bank account opening documents: licence, seals, ID of the legal representative or authorised signatory, and the charter.
• Tax registration and taxpayer status election, done with the local tax bureau.
• Foreign exchange registration, handled through the bank when the capital account is opened.

The registration sequence, step by step

The order matters, because each step depends on the previous one.

1. Name reservation

Submit proposed Chinese names to the AMR system. Names must be unique in the local registry and avoid restricted words. Approval is usually quick, but rejected names mean resubmitting, so prepare several options.

2. Pre-approvals, if applicable

Most WFOEs in general trading, consulting, software and similar sectors do not need a pre-approval. Restricted sectors — education, healthcare, certain logistics and financial activities — may require a licence or opinion from a sector regulator before the business licence is issued. Check the negative list for foreign investment and the local catalogue before committing to an address.

3. Submission of establishment materials

File the application package with the AMR, either online through the local portal or in person. Expect questions on business scope wording, the registered address and the capital schedule. Amendments to the articles are common at this stage.

4. Business licence issuance

Once approved, the AMR issues the business licence, which contains the company name, unified social credit code, legal representative, registered capital, address and business scope. This is the document that unlocks everything else.

5. Seals and basic accounts

Carve the seal set, then open the basic RMB account and the foreign currency capital account at a bank. Banks apply their own onboarding checks, including source-of-funds questions and, for some structures, enhanced due diligence on the foreign shareholder. This step often takes longer than founders expect.

6. Tax, social insurance and foreign exchange formalities

Complete tax registration, elect general or small-scale taxpayer status, and register for social insurance and housing fund if you will employ staff. Foreign exchange registration for the capital account is typically handled by the bank during account opening.

7. Capital contribution

Inject subscribed capital within the period stated in the articles. The funds must come from the registered shareholder and be remitted to the capital account with the correct purpose code. Keep the banking documentation — it will be needed for future capital verification, profit repatriation or equity changes.

Realistic timeline

Timelines vary widely by city, sector and the quality of your documents. As a planning guide:

• Document preparation: two to six weeks, mainly driven by notarisation and legalisation/apostille of the parent company documents abroad.
• Name reservation: a few working days, assuming no rejections.
• Business licence: roughly one to three weeks after a complete submission in most cities, longer if a pre-approval is required or the file is returned for corrections.
• Seals and bank accounts: one to three weeks, with bank due diligence the main variable.
• Tax and related registrations: typically one to two weeks after the licence.

A straightforward WFOE in a permissive sector, with clean documents, can often be operational in six to ten weeks from the start of document preparation. Complex structures, restricted sectors, or a shareholder chain involving multiple jurisdictions can extend this considerably.

Common pitfalls

• Address problems. A lease that does not match the property certificate, or a building not zoned for the intended activity, will stall the application.
• Business scope too vague. Overly broad wording invites questions; overly narrow wording limits invoicing. Match the scope to actual activities and planned growth.
• Capital scheduled unrealistically. Committing to a large capital injection on a short schedule creates compliance pressure later.
• Underestimating bank onboarding. Have a clear explanation of the business model, the source of funds and the ownership chain ready.
• Missing translation or legalisation steps. These are easy to fix but slow to fix, and they sit on the critical path.
• Assuming one city equals another. Local practice on address documents, template articles and online filing differs. Use an advisor familiar with the specific district.

Registration is the beginning, not the end. Once the licence is in hand, ongoing obligations include annual reporting, tax filings, bookkeeping, and — if you employ staff — social insurance and individual income tax withholding. Budget for these from day one, and take professional advice on your specific structure before you file.