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China Company Registration: Documents, Steps and Timeline
A practical guide for foreign founders on registering a company in mainland China, covering the main entity types, required documents, step-by-step process and realistic timelines, with a note that this is general information, not legal or tax advice.
Setting up a company in mainland China is a process with a well-defined sequence, but it is rarely quick. For foreign founders, the main variables are the type of entity you choose, the city you register in, and how well your paperwork is prepared before you start. This guide walks through the documents, steps and timeline you should expect. It is general information only, not legal or tax advice, and rules vary by city and change over time, so confirm details with a local professional before committing.
First, choose the entity type
Most foreign founders register one of two structures: a wholly foreign-owned enterprise (WFOE) or a Sino-foreign joint venture. A WFOE gives you full control and is the default for many service, trading and consulting businesses. A joint venture brings in a Chinese partner and can make sense where local licenses, distribution or land access require one. A representative office is another option, but it is limited to liaison activities and cannot generate revenue directly.
Your entity type determines your registered capital, business scope and the approvals you need. Decide this before drafting any documents, because the paperwork flows from it.
Documents you will typically need
The exact list depends on your city's market supervision bureau and any sector-specific regulator. As a working baseline, prepare the following.
Corporate and investor documents
- Passport copies of all foreign shareholders and legal representatives
- Certificate of incorporation or business registration of the foreign parent company, notarized and legalized (or apostilled where applicable), plus a Chinese translation
- Board resolution or shareholder resolution approving the China investment
- Proof of address for the foreign parent, such as a utility bill or bank statement
China-side setup documents
- Articles of association drafted for the Chinese entity
- Name reservation for the company (three to five candidate names in Chinese)
- Registered address proof: a lease agreement and the landlord's property certificate
- Appointment documents for the legal representative, supervisor and general manager
- Capital contribution plan and business scope wording
Two documents cause the most delays: the notarized and legalized parent company certificate, and the registered address. Start both early. Many cities require a real, inspected office address, and virtual addresses are increasingly restricted.
The registration sequence
Step 1: Name pre-approval
Submit candidate Chinese names to the market supervision administration. Approval is usually fast, but names that imply a restricted industry, use certain characters, or clash with existing marks get rejected. Keep backups ready.
Step 2: File the establishment application
Submit the articles, investor documents, address proof and appointment forms, often through the local online enterprise registration system. If your business scope touches restricted sectors, an industry-specific approval may be needed before or alongside this filing.
Step 3: Obtain the business license
Once approved, you receive the unified business license, which carries your unified social credit code. This is the moment the company legally exists. Check every field carefully, because corrections later are tedious.
Step 4: Carve the company seal set
Order the official seals: company seal, legal representative seal, finance seal and, where required, contract and invoice seals. Seals are filed with the public security bureau. In China, the company seal carries significant legal weight, so control it carefully.
Step 5: Bank account opening
Open the basic deposit account, which is required for tax and payroll. Banks apply enhanced due diligence to foreign-invested entities, so expect questions about the source of funds and the business model. This step often takes longer than founders anticipate.
Step 6: Tax and customs registration
Complete tax registration, choose your taxpayer status (small-scale or general taxpayer), and register with customs if you will import or export. Set up the electronic tax bureau account and confirm invoicing arrangements.
Step 7: Foreign exchange and capital contribution
Register the foreign investment information with the relevant authorities and open a foreign currency capital account if needed. Shareholders then remit registered capital, and the funds must be used for declared purposes.
Step 8: Social insurance and payroll registration
Register the entity for social insurance and housing fund contributions, and arrange payroll before hiring. Foreign employees need work permits and residence permits, which is a separate track from company registration.
Realistic timeline
Assuming clean documents and a straightforward business scope, a WFOE in a major city commonly takes roughly four to eight weeks from name approval to a functioning bank account. The business license itself may come through in one to three weeks, while banking, tax setup and foreign exchange registration add the remainder. Joint ventures and restricted sectors take longer because of additional approvals and negotiation.
The biggest time sinks are document legalization, address verification and bank onboarding. If your parent company documents are not ready, the clock has not really started.
Practical tips for foreign founders
- Localize your name and scope early. Poorly worded business scope can block later activities.
- Budget for legalization. Notarization, apostille or consular legalization and certified translation all take time and money.
- Verify the address. Confirm the landlord can provide the property certificate and that the site passes inspection.
- Plan capital realistically. Registered capital is a commitment, and contribution deadlines are enforced.
- Engage local help. A corporate services firm or lawyer familiar with your city will save avoidable rejections.
Final note
China company registration is procedural and document-driven. Founders who prepare the paperwork carefully and sequence the steps correctly usually move through without major surprises. This article is general information, not legal or tax advice. Confirm current requirements with the local market supervision bureau, tax authority and a qualified professional before you file.