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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 accounts, and realistic timelines, with a note that this is general information only.

Setting up a company in mainland China is a structured but document-heavy process. For foreign founders, the two most common vehicles are a wholly foreign-owned enterprise (WFOE) and a sino-foreign equity joint venture (EJV). Most founders start with a WFOE because it gives full control and does not require a Chinese partner, but joint ventures still make sense in sectors where foreign ownership is restricted or where a local partner brings licences, distribution or manufacturing access.

This article walks through the documents, the sequence of steps and the timelines you should plan for. It is general information, not legal or tax advice. Rules vary by city, by industry and over time, so confirm specifics with a qualified local adviser before you commit money or sign leases.

Before you file: the decisions that shape your documents

Registration offices ask for a coherent package, and most delays come from inconsistencies between documents rather than from the filing itself. Settle these points first:

• Business scope. China regulates activities through a catalogue. Your scope must use the standard wording for your industry, and some activities require a pre-approval licence before the business licence is issued.
• Registered capital. This is a subscribed amount, not necessarily paid up on day one, but it must be realistic and consistent with your business plan and with any sector-specific minimums. It also affects foreign exchange and tax treatment, so treat it as a commercial decision, not a formality.
• Registered address. You need a physical address that the local authority accepts, usually commercial space with a lease and property certificate. Some cities allow virtual or incubator addresses for certain activities; confirm before signing.
• Legal representative. This person carries statutory responsibilities and can be a foreign national. Choose someone who will be reachable and willing to sign documents.
• Shareholding structure. Decide whether the foreign parent holds directly or through a Hong Kong or other offshore holding company. The choice affects document notarisation and later tax planning.

The core document set

Although each city's market supervision bureau has its own checklist, the following documents are almost always required for a WFOE:

Corporate and investor documents

• Certificate of incorporation of the foreign parent, plus its articles of association or equivalent constitutional documents.
• Board resolution or shareholder resolution approving the China investment, the registered capital and the appointed legal representative.
• Passport copies of the legal representative, directors, supervisors and authorised signatory.
• Proof of address for the foreign parent, such as a utility bill or bank statement, depending on local practice.

China-side documents

• Lease agreement for the registered office, plus the landlord's property ownership certificate.
• Articles of association of the China company, drafted in Chinese and consistent with the parent's approvals.
• Feasibility study or business plan, sometimes requested for certain sectors or larger capital amounts.
• Application forms for name pre-approval and company establishment, completed in Chinese.
• If a Chinese individual or entity is involved, their identity documents and, for entities, their business licence.

Two practical points trip up many founders. First, documents executed abroad generally need notarisation and legalisation, or an apostille where the Hague Apostille Convention applies to the issuing country, plus a Chinese translation. Second, the Chinese versions are what get filed; English drafts are for internal approval only, and any mismatch between the two can trigger a rejection.

Step-by-step registration

Step 1: Foreign investment information reporting and name approval

Foreign investment in China is now largely handled through a filing regime rather than case-by-case approval, except in sectors on the negative list. In parallel, you reserve the company name with the market supervision bureau. Names follow a fixed structure: administrative region, trade name, industry and organisational form. Have two or three alternatives ready, because common trade names are often taken.

Step 2: Submit the establishment application

File the full package with the market supervision bureau, usually through the local online portal with physical documents submitted or verified afterwards. If your business scope includes restricted activities, obtain the relevant pre-approval first. Once approved, you receive the business licence, which is the legal birth certificate of the company.

Step 3: Carve the company seal and register it

China runs on seals rather than signatures for many transactions. You will need at least the company seal, the legal representative seal and the finance seal, plus a contract seal and invoice seal in many cases. Seals are carved by licensed vendors and registered with the public security bureau. Keep custody tight and document who holds each seal.

Step 4: Bank account opening

Open the basic RMB account, which is the company's primary account, and a foreign currency capital account if you will receive capital contributions from abroad. Banks apply enhanced due diligence to foreign-invested companies, so expect questions about the parent company, the source of funds and the business model. The legal representative usually must appear in person, and some banks require the registered address to be inspected.

Step 5: Tax and customs registration

Complete tax registration and sign the tripartite agreement that lets the tax authority collect from your bank account. If you will import equipment or export goods, register with customs and the relevant inspection authorities. Register for social insurance and housing fund accounts once you hire staff.

Step 6: Capital contribution

Inject the subscribed capital from abroad into the capital account, then convert and use it for permitted purposes. Keep the bank documentation; it matters for foreign exchange compliance and for proving the capital was paid.

Realistic timeline

Timelines depend heavily on the city, the sector and how complete your documents are. As a planning guide:

• Document preparation and notarisation abroad: two to six weeks, longer if translations and legalisation are involved.
• Name approval: a few working days to two weeks.
• Business licence issuance: roughly one to three weeks after a clean submission.
• Seals: two to five working days.
• Bank accounts: one to four weeks, often the slowest step for foreign-invested companies.
• Tax, customs and social insurance registration: one to three weeks in parallel with banking.

In practice, a straightforward WFOE in a major city can be operational in six to ten weeks from the moment documents are ready, and longer if a pre-approval licence, a restricted sector or a complex shareholding structure is involved. Add buffer for Chinese public holidays, which can stall filings for a week or more.

Common reasons filings get rejected

• Business scope wording that does not match the standard catalogue.
• Registered capital inconsistent with the lease, the business plan or sector rules.
• Parent company documents that are expired, unlegalised or untranslated.
• Address documents that do not show the landlord's ownership or the correct floor and room number.
• Articles of association that conflict with the shareholder resolution.

After registration: staying compliant

Registration is the start, not the end. Plan for monthly or quarterly bookkeeping and tax filings, annual reporting to the market supervision bureau, and annual foreign exchange reporting if you have cross-border capital. If you employ staff, budget for social insurance and individual income tax withholding. Engage a local accounting firm early; the cost is modest compared with the cost of missed filings.

Finally, treat this article as orientation. China's foreign investment rules, negative list and local practices change, and the details of your structure, tax position and sector matter. Work with a qualified lawyer or corporate services provider in the city where you register, and confirm every document against the current local checklist before you file.