Published · Yoruba

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 business licence and post-setup filings, and realistic timelines for each stage. General information only.

Setting up a company in mainland China is a process with a fixed sequence. You cannot skip steps, and several steps depend on documents issued at earlier ones. For a foreign founder, the two biggest variables are what kind of entity you register and where you register it. This article walks through the typical path for a foreign-invested enterprise (FIE), usually a wholly foreign-owned enterprise (WFOE), from preparation to the day you can legally start operating.

This is general information for planning purposes. It is not legal, tax or accounting advice. Rules vary by city and by industry, and they change. Confirm details with a local licensed adviser before committing money or signing documents.

First, decide the entity and the scope

Most foreign founders choose a limited liability company (有限责任公司), either wholly foreign-owned or as a Sino-foreign joint venture. A representative office cannot generate revenue, and a branch of a foreign parent carries the parent's liabilities, so both suit narrower purposes.

Two decisions shape everything that follows:

• Registered address. You need a physical address in the jurisdiction, with a lease and property ownership documents. Many cities allow serviced or incubator addresses; some districts require a real office with inspection. Address rules are one of the most common causes of delay.
• Business scope. Written in prescribed categories. If your activity falls on the negative list for foreign investment, or requires a sector licence (education, healthcare, logistics, food, finance), you need approval before or alongside registration. Check the current negative list and your local district's practice.

Documents you will typically need

Requirements differ by city, but a WFOE application usually involves the following. Prepare clean, consistent versions early — mismatches between documents are a frequent reason for rejection.

Corporate and shareholder documents

• Certificate of incorporation of the foreign parent company (or passport copies if the shareholder is an individual).
• Articles of association of the foreign parent, or equivalent constitutional documents.
• Board resolution or shareholder resolution approving the China investment.
• Certificate of good standing, where requested.
• Notarisation and legalisation (or apostille, where applicable) of foreign corporate documents, plus Chinese translation. Practice on which documents require this varies; confirm locally.

China-side documents

• Articles of association of the new China company, in Chinese.
• Name pre-approval application with several candidate names (Chinese characters, with an English version if used).
• Lease agreement and the landlord's property ownership certificate for the registered address.
• Appointment documents for the legal representative, supervisor and directors, with copies of their ID or passports.
• Capital contribution plan: amount, currency, and schedule, consistent with the articles.
• Application forms for the market supervision administration, often submitted online and signed electronically or in hard copy.

Foreign documents usually need translation by a recognised translation agency, and signatures may need to be witnessed or notarised. Budget time for this before you start the formal application.

The registration sequence

Step 1: Name pre-approval

Reserve the company name with the local market supervision administration (MSA). Names follow a structure — jurisdiction, trade name, industry, organisational form — and must not conflict with existing registrations or use restricted words. Approval is usually quick, often a few working days, but rejections mean resubmitting. Reserve more than one option.

Step 2: Foreign investment information reporting

Since the foreign investment law took effect, most FIEs file through the foreign investment information reporting system rather than seeking case-by-case approval, unless the activity is on the negative list. In practice this is handled online, often together with, or shortly after, establishment registration. Negative-list activities require a different approval path and should be checked first.

Step 3: Business licence application

Submit the full establishment package to the MSA. If the file is complete and the address and scope are accepted, the business licence (营业执照) is typically issued within a few working days. This is the moment the company legally exists — but it cannot yet operate commercially.

Step 4: Seals and chops

Have the company seals made at an approved seal-making shop and registered with the public security bureau. The standard set includes the company seal, legal representative seal, finance seal, contract seal and invoice seal. Seals carry real legal weight in China; control them carefully.

Step 5: Bank account

Open the basic deposit account (基本户) at a bank. Banks conduct know-your-customer checks on the company and its beneficial owners and may ask for the lease, business licence, seals and ID documents, sometimes with the legal representative present. Opening can take from several days to a few weeks depending on the bank and the completeness of your file. You will also need a foreign-currency capital account if capital is coming from abroad.

Step 6: Tax and social insurance registration

Register with the tax authority, sign the tripartite agreement linking the bank account for tax payments, and determine your taxpayer status (generally small-scale or general VAT taxpayer). Register for social insurance and housing fund obligations if you will employ staff. Some cities also require registration with the statistics bureau and other bodies.

Step 7: Capital contribution

Inject the subscribed capital according to the articles and the schedule you committed to. Foreign currency contributions go through the capital account with the bank handling the foreign exchange registration. Keep clean records of the remittance and its purpose.

Step 8: Sector licences, if applicable

If your business scope includes licensed activities, obtain the relevant permit before starting those operations. This can be the longest part of the project and is worth investigating before you sign a lease.

Realistic timeline

Timelines vary widely by city, industry and how prepared your documents are. As a planning guide:

• Preparation and document legalisation: two to six weeks, depending on your home jurisdiction's notarisation and legalisation or apostille turnaround and translation needs.
• Name approval: a few working days, possibly longer if resubmissions are needed.
• Business licence: typically one to two weeks once the file is complete and accepted.
• Seals: a few working days.
• Bank account: one to four weeks, with KYC the main variable.
• Tax and social insurance registration: around one to two weeks after the bank account is active.
• Sector licences: highly variable — weeks to months.

A straightforward WFOE in a permissive district with clean documents might go from name approval to a usable bank account in roughly four to eight weeks. Add the preparation phase, and a realistic end-to-end estimate is often two to three months. Complex sectors, sensitive addresses or slow legalisation can push this considerably.

Practical tips to avoid delays

• Check the address first. Confirm with the district that the address can host your type of company and that the landlord can provide the ownership certificate and lease in the required form.
• Keep names and details identical across every document, including translations and transliterations.
• Decide the legal representative carefully. This person carries statutory responsibilities and often needs to be physically present for banking and some filings.
• Plan the capital schedule you can actually meet, and document remittances clearly.
• Use a local adviser for document review and filing. The rules are local in practice, and a district-level agent or law firm will know current requirements.

Registration is only the start. Budget for bookkeeping, annual reporting, tax filings and, if you hire, employment and social insurance compliance from the first month of operation. Getting the setup right makes those obligations much easier to manage.