Published · Marwadi

China Company Registration: Documents, Steps and Timeline

A practical guide for foreign founders on registering a company in mainland China: the entity types, the documents you need, the step-by-step process, realistic timelines and the pitfalls to plan for. General information only, not legal or tax advice.

Setting up a company in mainland China is a process with clear stages but plenty of local detail. This guide walks foreign founders through the main entity choices, the documents you will be asked for, the order of the steps and how long each stage typically takes. It is general information only and not legal or tax advice. Rules vary by city and change over time, so confirm details with a qualified local adviser before you commit money or sign documents.

First, choose the right entity

Most foreign founders use one of three structures. Your choice drives the documents and the timeline.

• Wholly Foreign-Owned Enterprise (WFOE). A limited liability company owned entirely by foreign investors. The most common choice for founders who want control, the ability to invoice customers and to repatriate profits. Suitable for services, trading and manufacturing.
• Joint Venture (JV). A limited liability company shared with a Chinese partner. Useful where local relationships, licences or distribution matter, but governance and exit terms need careful drafting.
• Representative Office (RO). A liaison office that cannot sign contracts or earn revenue directly. Rarely suitable for a business that needs to trade, but occasionally used for market research.

Before registering, confirm that your intended business scope is open to foreign investment. China maintains a negative list of sectors with restrictions or prohibitions for foreign investors, and some activities need a pre-approval or a specific licence. Your business scope wording on the licence should match what you actually plan to do, because banks and tax authorities read it closely.

The core documents you will need

Requirements differ by city and by entity type, but a WFOE application generally involves the following.

Corporate and investor documents

• Passport copies of the legal representative, directors, supervisors and shareholders (for corporate shareholders, the equivalent constitutional documents).
• Proof of the foreign investor's existence and good standing, such as a certificate of incorporation, often legalised or apostilled and translated into Chinese. Confirm the current authentication route with your adviser, as practice has changed in recent years.
• Articles of association for the new company, drafted to Chinese company law and the local registration authority's template.
• Capital contribution plan, including registered capital amount, currency and the schedule for paying it in.
• Registered address documents: a lease or sublease agreement and the landlord's property certificate. The address must be a commercial or otherwise permitted premises; residential addresses are usually not accepted.
• Appointment documents for the legal representative, directors, supervisor and finance officer, plus their contact details.

Name and scope

• Proposed company names in Chinese, usually two or three alternatives, following the local naming format (city + trade name + industry + company type).
• Business scope wording, ideally checked against the local authority's standard catalogue of permitted items.

Documents issued abroad usually need translation into Chinese, and the translator's credentials may be requested. Budget time for this: a missing apostille or an untranslated page is one of the most common causes of delay.

The registration steps, in order

Although the exact sequence varies by city, a typical WFOE setup runs as follows.

1. Name pre-approval

Reserve the company name with the local market regulation authority. This is now often handled online and can take a few working days, longer if the name conflicts with an existing one.

2. Prepare and submit the registration package

File the articles of association, investor documents, address papers and appointment forms. Many cities accept online submission with original documents checked later. Expect a few working days to two weeks for review, depending on the city and the completeness of your file.

3. Obtain the business licence

Once approved, you receive the business licence (营业执照), which carries the unified social credit code. This is the company's legal birth certificate and the key to everything that follows.

4. Make the company seal set

Order the official seals: company seal, legal representative seal, finance seal and contract seal as required locally. Seals are legally significant in China and are usually kept under controlled custody.

5. Open the bank account

Open a basic RMB account, and a foreign currency capital account if you will bring in registered capital from abroad. Banks conduct enhanced due diligence on foreign-owned entities, so expect questions about the business, the shareholders and the source of funds. This step can take one to three weeks and is often the longest single stage.

6. Tax and customs registration

Complete tax registration and, if you will import or export, customs registration. Register with the local tax authority and set up the invoicing system if you will issue Chinese VAT invoices. Employment and social insurance registrations follow if you hire staff.

7. Capital contribution

Bring in registered capital according to the schedule in your articles. The funds must come from the registered shareholder, be described correctly on the bank transfer and be converted through the capital account.

8. Sector licences, if applicable

Restaurants, education, logistics, healthcare and certain other activities need additional permits before operations can begin. These can add weeks or months and should be checked during the feasibility stage, not after the licence is issued.

Realistic timeline

For a straightforward WFOE in a major city with complete documents:

• Name reservation: a few working days.
• Registration review and business licence: roughly one to three weeks.
• Seals: a few working days.
• Bank account opening: one to three weeks, sometimes longer.
• Tax setup and invoicing: one to two weeks.

In practice, founders should plan for six to ten weeks from start to a functioning company, and longer if documents need legalisation, if the address is not ready, or if sector licences are required. Cities and districts vary considerably, and Chinese public holidays can pause processing.

Common pitfalls to plan for

• Incomplete or unauthenticated foreign documents. Check the current legalisation or apostille route early.
• Address problems. Landlords sometimes cannot produce the property certificate; verify before signing.
• Business scope too narrow. Adding items later is possible but adds friction, especially with banks.
• Registered capital set too high or too low. It affects credibility, bank scrutiny and your contribution obligations.
• Assuming the licence means you can trade. Additional permits may still be needed.
• Ignoring ongoing compliance. Annual reporting, bookkeeping, tax filings and social insurance obligations start immediately after registration.

Registration is only the first milestone. Budget for bookkeeping, annual filings and, if you employ staff, payroll and social insurance from day one. Given how much depends on your sector, city and ownership structure, a short consultation with a local lawyer or corporate services firm before you start will usually save time and money later.