Published · Serbian
China Company Registration: Documents, Steps and Timeline
A practical English-language guide for foreign founders on registering a company in mainland China: the documents you need, the steps from name reservation to business licence and post-establishment registrations, and realistic timelines for each stage.
Setting up a company in mainland China is a defined process with a defined paper trail. The paperwork is not mysterious, but it is procedural: authorities expect specific documents, in a specific order, often bilingual, and usually notarised or legalised before they will be accepted. This guide walks through what foreign founders typically need to prepare, the sequence of steps from name reservation to a working business licence, and how long each stage tends to take in practice.
This is general information for planning purposes only. It is not legal, tax or immigration advice. Requirements vary by city, by industry and by the type of entity you choose, and they change. Confirm everything with a qualified local adviser before you commit money or sign documents.
First, the structural decision that shapes the paperwork
Most foreign founders set up one of two vehicles: a wholly foreign-owned enterprise (WFOE), which is the common choice for a foreign investor holding 100% of the company, or a Sino-foreign equity joint venture (JV) with a Chinese partner. A representative office is another option, but it cannot earn revenue directly. The structure you pick determines your documents, your registered capital, your governance documents and, in some industries, whether foreign ownership is permitted at all.
Before drafting anything, check the current negative list for foreign investment to confirm your business scope is open to foreign ownership, and check whether your activity requires a pre-approval or a sector licence. This single check often saves weeks.
Documents you will generally need to prepare
The exact list is set by the local market regulation bureau (formerly the AMR/SAIC) and, for foreign investors, by the commerce authorities. A typical WFOE application package includes:
- Passport copies of the foreign legal representative and, where relevant, directors and supervisors, plus a passport-sized photo of the legal representative.
- Proof of the foreign investor's existence and good standing: a certificate of incorporation or registration for a corporate shareholder, apostilled or legalised and translated into Chinese. Individual investors provide notarised passport copies instead.
- Notarisation and legalisation (or apostille) of key corporate documents. China's acceptance of apostilles under the Hague Convention has simplified this for investors from member countries, but the practical requirements differ by city, so confirm locally.
- Articles of association for the new company, drafted in Chinese (often with an English version for internal use).
- Name reservation approval for the proposed Chinese company name, plus the English trading name if you will use one.
- Registered address documentation: a lease agreement and the landlord's property certificate, or a serviced-office or virtual-address agreement where the local rules allow it.
- Business scope wording, aligned with the standard catalogue of business scope items used by the local bureau.
- Capital contribution plan and, for some industries, evidence of the investor's financial standing.
- Appointment documents for the legal representative, directors, supervisor and general manager, with signatures.
- Power of attorney if an agent or a local representative files on your behalf.
Translations must usually be done by a recognised translation agency and stamped. Signatures on foreign documents are often required in front of a notary, so plan for the founder or an authorised signatory to be available for signing sessions.
The registration steps, in order
1. Name reservation
You submit proposed Chinese names (typically three to five alternatives) to the market regulation system. Names must follow Chinese naming conventions: an administrative division, a trade name, an industry descriptor and an organisational form. Approval is usually quick, but names can be rejected for similarity to existing registrations, so have backups ready.
2. Prepare and legalise the investor documents
This is often the longest lead item. Certificates of incorporation must be notarised in the home country, then apostilled or legalised at a Chinese embassy or consulate, then translated. If any signature is needed from abroad, build in courier time.
3. Secure the registered address
Every company needs a registered address in the city of registration. Landlords should provide the property ownership certificate and a signed lease. Some cities permit serviced offices or registered-address providers; others inspect the premises. Confirm what your chosen district accepts before signing a lease.
4. File the establishment application
With the name approval, articles, address documents and legalised investor papers in hand, you file with the market regulation bureau. Many cities now run this through an online portal with a physical submission or pickup step. The output is the business licence (营业执照), which carries the unified social credit code.
5. Post-licence registrations
The business licence is the starting point, not the finish line. You will typically then need to:
- Have a company seal set carved (official seal, financial seal, legal representative seal, contract seal) and registered with the public security system where required.
- Open a basic bank account, which normally requires the legal representative to attend in person, or a documented alternative arrangement.
- Complete tax registration and enrol in the social insurance and housing fund systems as an employer.
- Register with the foreign exchange and customs authorities if you will import, export or handle cross-border payments.
- Obtain any sector-specific licence your business scope requires, such as food, education, logistics or telecommunications-related permits.
How long it actually takes
Timelines depend heavily on how quickly the foreign documents can be legalised and on local processing speeds. As a planning guide:
- Name reservation: usually a few working days.
- Notarisation, apostille or legalisation and translation abroad: commonly two to six weeks, longer if consular legalisation is required or if signatories are travelling.
- Address and lease preparation: one to two weeks, assuming the landlord's documents are in order.
- Establishment filing to business licence: often one to three weeks once a complete package is submitted, though some cities move faster and some slower.
- Seals, bank account, tax and social insurance enrolment: a further two to four weeks, with bank account opening often the pacing item because of in-person requirements and compliance checks.
In practice, a straightforward WFOE in a major city with clean documents often reaches a usable business licence and bank account in roughly six to ten weeks from the start of document preparation. Sectors requiring pre-approval, unusual business scopes, or investors from jurisdictions with slow legalisation processes can take considerably longer.
Practical points that trip founders up
- Capital contribution deadlines are commitments. Registered capital and the contribution schedule are filed publicly; treat them as real obligations, not formality.
- The legal representative carries responsibility. Choose carefully and understand the role before signing.
- Business scope wording matters. Too narrow and you cannot invoice for the activity; too broad and you may trigger licensing questions.
- Keep originals. Banks, tax offices and licence applications may each want to see original legalised documents.
- City rules differ. Shanghai, Shenzhen, Beijing and smaller cities each apply their own operational details. A package that works in one district may need adjustment in another.
Registration is the entry ticket, not the whole setup. Budget time and advice for banking, tax compliance, payroll and any sector licence before you start trading, and have a local adviser review your documents before submission rather than after a rejection.