Published · Nepali
China Company Registration: Documents, Steps and Timeline
A practical English-language 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 disclaimer that this is general information rather than legal or tax advice.
Setting up a company in mainland China is a well-trodden path for foreign founders, but the paperwork and sequencing still catch people out. This guide walks through the main entity options, the documents you will typically be asked for, the registration steps in order, and how long each stage tends to take. It is general information only and not legal or tax advice; requirements vary by city, industry and your own circumstances, so confirm specifics with a licensed local provider or lawyer before you commit.
First, choose the entity type
The entity you register determines much of the document list and timeline. Most foreign founders choose one of the following:
- Wholly Foreign-Owned Enterprise (WFOE) — a limited liability company owned entirely by foreign investors. The most common vehicle for foreign founders who want to control a China-based business, hire staff and invoice local customers.
- Joint Venture (JV) — a company shared with a Chinese partner, either as an equity joint venture or a cooperative one. Useful where a local partner brings licenses, land or distribution, but it adds negotiation and governance complexity.
- Representative Office (RO) — a non-profit liaison office. It cannot sign contracts or invoice in China, so it suits market research or coordination rather than revenue-generating operations.
- Branch of a foreign company — an extension of the overseas parent rather than a separate legal person. Less common for startups because the parent bears the liabilities.
For most foreign founders building a team and selling into the local market, the WFOE is the default starting point. The rest of this article assumes a WFOE, though many steps apply broadly.
Documents you will typically need
Exact lists differ by city and by whether your investors are individuals or companies, but a standard WFOE application usually calls for the following. Prepare clean, consistent versions early — mismatches between documents are one of the most common causes of delay.
Investor and corporate documents
- Passport copies of all foreign individual shareholders and the proposed legal representative (the person who legally represents the company).
- If a corporate shareholder: its certificate of incorporation, articles of association, and a register of directors or similar, typically notarised and legalised (or apostilled where applicable) in the home jurisdiction.
- Proof of the shareholder's address, such as a utility bill or bank statement.
- Bank reference letter or proof of funds for the shareholder, requested in some cities.
- Notarised and legalised or apostilled translations of any documents not in Chinese.
Company setup documents
- Company name in Chinese (and usually an English version), submitted for pre-approval. Have two or three backups; names resembling existing trademarks or well-known brands are rejected.
- Registered address in China — a lease or sublease plus the landlord's property certificate. Many founders use a serviced office or a registered-address provider, especially in the first year.
- Articles of association for the new company, covering governance, capital, profit distribution and transfer restrictions.
- Business scope — a description of permitted activities drawn from a standard catalogue. Some activities require a pre-approval or a post-registration licence.
- Registered capital and contribution schedule — the amount and the timeline for paying it in. This is a commitment, so size it deliberately.
- Appointment documents for the legal representative, supervisors and, where required, the general manager.
- Application forms, often filed through the local market regulation authority's online system.
The registration steps, in order
The process is sequential: later steps depend on earlier approvals. Skipping ahead usually means re-filing.
1. Reserve the company name
Submit your preferred Chinese name (and backups) to the local market regulation authority, usually online. Approval is generally quick, but reserved names expire, so do not reserve months before you are ready to file.
2. Prepare and notarise investor documents
This is often the longest lead-time item. Corporate shareholders need their documents notarised and then legalised (or apostilled) in their home country, plus Chinese translations. Start this before or alongside the name reservation.
3. Secure the registered address
Sign the lease and collect the landlord's property certificate and any required filing documents. Confirm with the local authority or your provider that the address is acceptable for your business scope; some districts restrict certain activities to specific buildings.
4. File the establishment application
Submit the articles, business scope, capital details, appointment documents and address materials through the local system. If your business scope includes restricted activities, an industry-specific approval may be needed before or after this step. Once approved, you receive the business licence — the document that legally brings the company into existence.
5. Make the company seals
Order the official seals, typically including the company seal, legal representative seal, finance seal and contract seal (the exact set varies). Seals carry real legal weight in China; keep them controlled and recorded.
6. Open the bank account
Open a basic RMB account with a local bank. Banks vary in their onboarding requirements for foreign-invested companies; expect to provide the licence, seals, identification and sometimes proof of business substance. This step can take longer than founders expect.
7. Register with tax, customs and social insurance as applicable
Complete tax registration, enrol for social insurance and housing fund if you will employ staff, and register with customs if you will import or export. Your finance provider or accountant usually handles this in parallel with banking.
8. Foreign exchange and capital contribution
If you will bring in registered capital or foreign currency, complete the foreign exchange registration so the funds can be remitted and converted properly. Then pay in capital according to your contribution schedule and have it verified as required.
Realistic timeline
Timelines depend heavily on city, industry and how quickly you can produce clean documents. As a rough planning guide:
- Name reservation: a few working days.
- Notarisation and legalisation of investor documents: commonly two to six weeks, depending on the jurisdiction and courier time.
- Address and lease preparation: one to three weeks.
- Establishment filing to business licence: often one to three weeks once the file is complete and accepted, longer where industry approvals apply.
- Seals: a few working days.
- Bank account opening: one to four weeks in many cases, with variation by bank and city.
- Tax and related registrations: one to two weeks, often overlapping with banking.
In practice, a straightforward WFOE with individual shareholders and a serviced address can be operational in roughly six to ten weeks. Corporate shareholders, restricted business scopes, special licences or a difficult address can push this to three months or more. Build slack into your plan rather than assuming the fastest case.
Practical tips for foreign founders
- Keep names and details identical across passports, notarised documents, translations and forms. Inconsistency is the most common cause of re-filing.
- Size registered capital sensibly. It signals credibility but is a real funding obligation; do not inflate it for appearance.
- Draft the business scope carefully. Adding activities later is possible but takes time; leaving out needed ones can block invoicing or licensing.
- Decide who holds the seals and the legal representative role before filing. Both carry legal consequences and are hard to change casually.
- Use a local accountant or corporate services provider for tax registration, bookkeeping and compliance. The registration is the easy part; staying compliant afterwards is where foreign founders most often need help.
None of the above is legal or tax advice. Rules, document lists and processing times change, and they differ by city and industry. Before filing, have a licensed local professional review your structure, capital plan and business scope against current requirements.