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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 through the business registration and filing process, and realistic timelines, with a note that this is general information rather than legal or tax advice.

Setting up a company in mainland China is a process with a well-defined shape: you choose a legal form, reserve a name, prepare a set of documents, submit them to the market regulation authority, then complete the follow-on filings that make the company operational — a business licence, official seals, a bank account, tax registration, and often foreign exchange and customs registration. The steps are standard, but the details vary by city and by industry, and the time they take depends heavily on how complete and consistent your paperwork is.

This article is general information for planning purposes. It is not legal or tax advice, and it does not replace the guidance of a qualified local lawyer, accountant or licensed agent who can check your specific structure and sector against current local rules.

First: choose the legal form and the city

Most foreign founders use one of two vehicles:

• Wholly Foreign-Owned Enterprise (WFOE) — a limited liability company owned entirely by foreign investors. It is the most common choice for businesses that want to invoice Chinese customers, hire local staff and control operations directly.
• Sino-foreign equity joint venture (EJV) — a limited liability company shared with one or more Chinese partners. Useful where a local partner brings licences, land, distribution or sector access, but it requires a shareholders' agreement and clear governance terms.

Representative offices are much narrower than they once were: they cannot earn revenue directly, so they suit liaison and quality-control functions rather than commercial operations. Branch offices of an existing foreign company are possible but add parent-company documentation and approval layers.

The city matters as much as the form. Registration is handled by the local market regulation bureau (formerly the AIC), and practice on document format, notarisation, certification and processing time differs between Shanghai, Beijing, Shenzhen, Guangzhou and smaller cities. Industrial parks and free trade zones sometimes offer streamlined handling and dedicated service windows, but eligibility rules apply.

Documents you will typically need

Requirements differ by locality and by whether your sector needs pre-approval, but a WFOE application usually involves the following. Prepare clean, consistent originals and copies.

Investor and corporate documents

• Certificate of incorporation of the foreign parent company, plus its articles of association or equivalent constitutional documents.
• Board resolution approving the investment and appointing the authorised signatory.
• Passport copies of the legal representative, directors, supervisors and the authorised signatory.
• Proof of address for the foreign investor, where requested.

Documents issued outside China generally need notarisation and legalisation — either consular legalisation or an apostille where the Hague Apostille Convention applies to the issuing country — and a Chinese translation. Some cities also ask for the documents to be certified by a Chinese notary or a designated channel. Confirm the exact chain with your local agent before you start, because re-doing this step is the most common cause of delay.

Company-level documents

• Articles of association for the new company, in Chinese, setting out share capital, governance, profit distribution and dissolution.
• Name reservation confirmation for the proposed Chinese name (and any English trading name you intend to use).
• Registered address documentation — a lease or sublease plus the landlord's property certificate. Virtual or shared addresses are accepted in some localities and not others.
• Business scope wording. Keep it aligned with the official catalogue; activities that require a licence must be listed separately.
• Appointment documents for the legal representative, directors, supervisor and general manager.
• Capital and shareholder schedule, including the subscribed registered capital and contribution timetable.

Sector-specific items

If your activity appears on the negative list for foreign investment, or requires an industry permit — food, education, medical devices, logistics, online services, certain manufacturing — you will need pre-approval or a post-registration licence before you can trade. Build this into your plan; it can dominate the timeline.

The registration steps, in order

1. Name reservation. Submit proposed Chinese names, usually three to five, to the local market regulation system. Names follow rules on structure and cannot duplicate existing registrations. Approval is often quick, but reserved names expire if you do not proceed.
2. Prepare and legalise documents. Notarise, legalise and translate the foreign investor's papers, then assemble the application pack. This is the longest preparatory step for most founders.
3. Submit the establishment application. File with the market regulation bureau, increasingly through an online portal with a later in-person or electronic signature step. The output is the business licence (营业执照), which carries the unified social credit code.
4. Carve the official seals. The company chop, legal representative chop, finance chop and, where used, contract and invoice chops are made through an approved seal-making provider and registered with the police system. Seals are legally significant in China; control them carefully.
5. Open a bank account. Open the basic RMB account and, if needed, a foreign currency capital account. Banks conduct know-your-customer checks on the company and its beneficial owners, so expect requests for source-of-funds evidence and original documents.
6. Complete tax registration and onboarding. Register with the tax authority, confirm your taxpayer status, and set up invoicing. You will also need to handle social insurance and housing fund registration if you hire staff.
7. Handle foreign exchange, customs and other filings. Register for foreign exchange where capital will be remitted, and for customs and trade systems if you will import or export. Sector licences, where required, are obtained at this stage.
8. Capital contribution. Shareholders remit registered capital within the period stated in the articles, and the contribution is verified through the bank and foreign exchange process. Rules on timing and on the minimum for particular activities have changed over time, so confirm current requirements.

Realistic timeline

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

• Document preparation and legalisation: commonly two to six weeks, depending on the issuing country and whether translations or re-certification are requested.
• Name reservation: a few working days to about two weeks.
• Business licence: where the application is complete and no pre-approval is needed, often one to three weeks; longer if the file is returned for corrections.
• Seals: a few working days once the licence is issued.
• Bank account: one to four weeks, driven by the bank's compliance review and appointment availability.
• Tax and follow-on registrations: roughly one to three weeks, partly in parallel with banking.

In straightforward cases with clean paperwork, founders often reach an operating company in roughly six to ten weeks from starting document preparation. Complex sectors, restricted activities, unusual shareholding structures or a slow legalisation chain can extend this considerably. Plan for buffer, and do not sign leases or hire staff on the assumption of a fixed licence date.

Practical points that cause problems

• Name consistency. The investor name, address and signatory must match across every document and translation.
• Registered capital. Set an amount you can realistically contribute; it signals credibility and affects liability, but an inflated figure creates obligations.
• Legal representative. This person carries statutory duties and can face restrictions if the company is non-compliant. Choose deliberately and document the appointment.
• Address. Confirm the landlord can provide the property certificate and that the address is approved for your business activity.
• Business scope. Over-broad scope invites questions; under-broad scope can block invoicing for your actual revenue.
• Annual obligations. After registration come annual reporting, bookkeeping, audit where required, and tax filings. Budget for ongoing compliance from day one.

Registration is the entry point, not the finish line. A founder who maps the documents, the local requirements and the follow-on filings before filing will usually move faster than one who treats the business licence as the end of the process. Use this article to structure your questions, then have a local professional confirm the answers for your city and sector.