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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 account, and realistic timelines — general information only, not legal or tax advice.

Setting up a company in mainland China is a process with several moving parts, and most of the frustration foreign founders experience comes from not knowing the sequence in advance. The good news is that the procedure is well-trodden. If you prepare your documents properly and understand who does what, registration is usually a matter of weeks rather than months. This article walks through the documents, the steps and a realistic timeline. It is general information only and is not legal or tax advice — always confirm details with a qualified local professional before you commit.

First, decide what kind of entity you need

The structure you choose determines which documents you prepare and how long the process takes. Most foreign founders consider one of the following:

• Wholly foreign-owned enterprise (WFOE): a limited liability company owned entirely by foreign investors. This is the most common vehicle for foreign founders who want to control their own operations in China.
• Joint venture (JV): a company formed with one or more Chinese partners. The Chinese partner's involvement is typically governed by a detailed joint venture contract.
• Representative office (RO): a non-profit liaison office. It cannot engage in revenue-generating activity, so it suits market research or coordination rather than actual trading.
• Branch of a foreign company: an extension of the overseas parent rather than a separate legal person. Approval requirements are usually more demanding.

Your business scope — the activities written into your registration — also matters. Some activities require pre-approval or a specific licence before or shortly after registration, so it is worth checking early whether your planned business falls into a restricted or specially regulated category.

The core documents you will need

Requirements vary by city and by the local market supervision administration (the authority that handles company registration), but the following list covers what is typically requested for a WFOE.

Corporate and investor documents

• Certificate of incorporation of the foreign parent company, or passport copies if the investor is an individual.
• Notarisation and legalisation of those documents. Depending on the investor's country, this may mean notarisation by a local notary followed by consular legalisation, or an apostille where the relevant convention applies. Some cities also require the documents to be translated into Chinese by an approved translation agency.
• Articles of association of the foreign parent, often required alongside the certificate of incorporation.
• Bank reference letter or proof of the investor's financial standing in some jurisdictions and cities.
• Board resolution or shareholder resolution authorising the investment and appointing the legal representative.

Company-level documents

• Articles of association (Articles) for the new Chinese company, drafted to reflect the new Company Law requirements, including governance, capital contribution schedule and shareholder rights.
• Proposed company names — usually several alternatives, in Chinese, in order of preference.
• Registered address documentation: a lease agreement and the landlord's property certificate, or documents for a serviced office or virtual address where the local authority permits it.
• Appointment documents for the legal representative, directors, supervisor and general manager, with copies of their identity documents.
• Business scope wording, drafted to match the local authority's standard catalogue of permitted activities.

Practical points on documents

Two things trip up founders again and again. First, signatures and stamps must match exactly what the authority expects — a missing company seal or an unsigned page can send the whole file back. Second, translated documents must be consistent: the company name in the translation should match the name used everywhere else in the file. Build in time for corrections rather than assuming a first submission will be accepted.

Step-by-step: from name to bank account

Step 1: Name pre-approval

You submit proposed Chinese company names to the market supervision administration for a check against existing registrations. Approval is usually quick, but the name must follow local conventions — typically a structure combining region, brand name, industry and company type. Names that are too generic or that resemble well-known brands are likely to be rejected.

Step 2: Prepare and submit the registration file

Once the name is reserved, the full application is assembled: articles of association, investor documents, address proof, appointment documents and the business scope. In many cities this can now be submitted online through the local government portal, though paper submission or an in-person appearance is still required in some places. This is the stage where document quality matters most.

Step 3: Obtain the business licence

When the file is approved, the market supervision administration issues the business licence. This is the pivotal document: it confirms the company exists and sets out its registered capital, legal representative, address and business scope. From here, the company can proceed to the remaining registrations.

Step 4: Company seal carving

Seals remain central to doing business in China. The company seal, legal representative seal, financial seal, invoice seal and contract seal are typically carved at a designated seal-making shop and registered with the public security authorities. Keep them secure and track who holds them.

Step 5: Tax registration and invoicing setup

Register with the tax authority, determine your taxpayer status (small-scale or general taxpayer), and arrange the systems needed to issue invoices. This step has real operational consequences, so involve an accountant early rather than treating it as paperwork.

Step 6: Bank account opening

Open the basic corporate bank account used for renminbi operations and, if needed, a foreign currency capital account for injecting registered capital. Banks conduct their own due diligence on the company and its beneficial owners, so expect questions about the business and the source of funds. In-person attendance by the legal representative or an authorised signatory is often required.

Step 7: Foreign exchange and capital contribution

If you are injecting registered capital from overseas, the funds move through the foreign currency capital account and are then converted and recorded in line with foreign exchange rules. The contribution schedule in your articles should be realistic — committing to a timetable you cannot meet creates problems later.

Step 8: Post-registration filings

Depending on the city and your activities, further steps may include social insurance and housing fund registration for employees, customs registration if you will import or export, and any sector-specific licence. These are easy to overlook but necessary before normal operations begin.

A realistic timeline

Timelines vary considerably by city, by the completeness of your documents and by whether your business scope requires special approval. As a rough guide for a straightforward WFOE:

• Document preparation and notarisation/legalisation: often the longest stage, and largely outside China's control. Allow several weeks and start early, especially if consular legalisation is required.
• Name pre-approval: typically a few working days.
• Registration review and business licence: commonly one to three weeks if the file is clean.
• Seals, tax registration and bank account: a further two to four weeks in many cases, with bank onboarding often the slowest part.

Add buffer for corrections. A file that comes back once for amendment can easily add a week or two, and bank compliance checks can take longer than founders expect, particularly where the ownership structure is layered.

Practical advice before you start

• Confirm the address first. A registered address that the local authority does not accept will stall everything else.
• Draft the articles with care. They govern your company for years; don't copy a template without checking the capital schedule, governance and transfer provisions.
• Appoint a reliable legal representative. This person carries statutory responsibilities, so the choice is not merely administrative.
• Work with a local adviser. City-level practice differs, and a good local accountant or corporate services firm will know what the specific authority expects.

None of the above is legal, tax or investment advice. Company law, foreign investment rules and local practice change, and the right approach depends on your specific circumstances. Use this as a planning framework, then verify each step with a qualified professional in the city where you intend to register.