Published · Santali

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 step-by-step process, realistic timelines, and common pitfalls around capital, premises and approvals. General information only, not legal or tax advice.

Setting up a company in mainland China is a process of preparation more than paperwork. Most delays foreign founders experience come from documents that were not notarised correctly, a registered address that does not satisfy local requirements, or a business scope written too vaguely for the approval window. This guide walks through what you need, the order of steps, and how long each stage realistically takes. It is general information for planning purposes and is not legal, tax or investment advice; rules vary by city and by industry, so confirm specifics with a qualified local adviser before you commit funds.

First, decide what kind of entity you are registering

Nearly all foreign-invested enterprises (FIEs) in mainland China are set up as one of two types:

• Wholly foreign-owned enterprise (WFOE) — the default choice for most foreign founders. You control the entity outright, and it can hire staff, invoice customers and repatriate profits.
• Sino-foreign equity joint venture (JV) — used when a Chinese partner brings licences, land, distribution or sector access you cannot obtain alone.

There is also the representative office (RO), but it cannot sign contracts or earn revenue, so it is generally only a market-watching vehicle. Separately, a branch of an existing foreign company is possible but rare for first-time entrants because the parent company bears the liability. Most founders reading this will be registering a WFOE, and the steps below assume that.

Before anything else, check the Negative List for Foreign Investment. It defines sectors where foreign ownership is prohibited or capped. If your activity is on the list, the structure of your company changes materially, and no amount of document preparation will fix that.

Documents you will need

Requirements differ slightly between cities, but a WFOE application typically calls for the following.

From the foreign investor

• Certificate of incorporation or business registration of the parent company, plus its articles of association.
• Passport copies of the legal representative, directors, supervisors and the authorised signatory.
• If the investor is an individual rather than a company: passport copy and proof of address.
• Notarisation and legalisation of corporate documents. Depending on the investor's country, this means notarisation followed by consular legalisation, or an apostille where the Hague Apostille Convention applies. Some cities also require a Chinese-language translation prepared by a translation agency with a stamped certification.
• Bank reference letter or proof of funds, sometimes requested at the capital contribution stage.

About the China entity

• Company name — in Chinese, usually in the format City + Trade Name + Industry + Company Type. Submit two to four alternatives, because name approval is a common bottleneck.
• Registered address — a lease agreement and the landlord's property certificate. Many cities require the space to be zoned for commercial use. Virtual or shared addresses are accepted in some districts and rejected in others; verify before signing a lease.
• Business scope — written in the standard catalogue language used by the local administration for market regulation. Generic wording invites rejection.
• Registered capital — an amount you can realistically contribute. Under the current Company Law framework, subscribed capital must be paid in within a set period (generally five years for companies established under the revised law), and the figure is public. Choose deliberately.
• Articles of association — often based on a local template, adapted for governance, profit distribution and transfer restrictions.
• Legal representative — usually a Chinese resident or someone who can attend meetings in person; this person carries statutory responsibilities, so choose carefully.

The registration steps, in order

1. Name pre-approval

File proposed names with the local Administration for Market Regulation (AMR). This can be done online in most cities. Allow a few working days, and expect at least one rejection if your first choice is generic or already taken.

2. Foreign investment information reporting

Most FIEs now file through the foreign investment information reporting system rather than seeking a separate approval, unless the activity falls in a restricted category. Your adviser or the local commerce bureau can confirm the filing route for your sector.

3. Business licence

Submit the application package to the AMR. If the documents are complete, the business licence is often issued within about three to ten working days. This is the moment the company legally exists — but it cannot yet operate commercially.

4. Company chops (seals)

Order the official seals: company seal, legal representative seal, finance seal and, if needed, contract and invoice seals. Seals are filed with the public security bureau. This usually takes a few working days and is a hard prerequisite for banking.

5. Bank account opening

Open the basic RMB account. Banks apply enhanced due diligence to foreign-invested entities, and the process can take one to three weeks depending on the bank, the ownership structure and how clearly you can explain the source of funds. Expect the bank to want original documents and, in many cases, a visit to the branch by the legal representative.

6. Capital contribution

Inject the subscribed capital from abroad. The bank registers the inflow as foreign direct investment, and the funds are then used for permitted purposes. Keep the documentation clean — mismatched remittance references are a frequent cause of delays at this stage.

7. Tax and customs registration

Register with the tax authority and complete the first tax filing setup. If you will import or export, add customs registration and, where relevant, foreign trade operator registration. Most companies also register for social insurance and housing fund contributions once they hire.

8. Sector-specific licences

If your business requires a pre- or post-licence — food, education, logistics, medical devices, certain consulting activities — the licence application runs after the business licence and can add weeks or months. Confirm the requirement before you choose your registered business scope.

Realistic timelines

For a straightforward WFOE in a permissive sector, with documents already notarised and a compliant address in hand, the sequence from name application to an operating company with a bank account commonly runs four to eight weeks. Realistic planning looks like this:

• Document notarisation and legalisation abroad: two to six weeks, and the item most often underestimated.
• Name approval: a few working days.
• Business licence: roughly one to two weeks.
• Seals and bank account: two to four weeks combined.
• Sector licences: varies widely; budget additional weeks or months.

Anything involving restricted sectors, unusual ownership structures, or a registered address that needs negotiation with the landlord will extend these ranges. Cities differ in processing speed and in how strictly they read the same rules.

Practical points that save time

• Start notarisation first. Everything else waits on it.
• Do not sign a lease before checking zoning. A rejected address means starting the premises search again.
• Keep the business scope tight and standard. Add activities later if needed; over-broad scopes slow approval.
• Choose registered capital you can actually fund. It is public and it is a commitment.
• Use one local adviser consistently. Rules are applied at the district level, and local experience matters more than generic templates.

None of the above is legal or tax advice, and specific requirements for your sector and city should be confirmed with a licensed professional in China before you proceed.