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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 will need, the main steps from name approval to bank account, and how long each stage typically takes. General information only, not legal or tax advice.

Setting up a company in mainland China is a process with a clear sequence, but the sequence matters more than most founders expect. You cannot open a bank account before you have a licence. You cannot get a licence before you have a registered address and approved documents. And for most foreign-invested enterprises (FIEs), you cannot finalise the company name before the market regulator has checked it against existing registrations. This article walks through the documents, steps and realistic timelines so you can plan the process rather than react to it.

Important: this is general information for planning purposes only. It is not legal, tax, accounting or investment advice. Rules differ by city, by industry and by the type of entity you choose, and they change. Confirm every detail with a qualified local adviser, a licensed law firm or the local market supervision bureau (AMR) before you commit money or sign documents.

First, choose the entity type

Most foreign founders register one of the following:

• Wholly foreign-owned enterprise (WFOE) — the default for foreign founders who want full control and a legal entity that can hire staff, invoice customers and hold a bank account.
• Sino-foreign joint venture (JV) — used where a Chinese partner is required or commercially useful, or where the sector restricts foreign ownership.
• Representative office (RO) — a liaison office only. It cannot sign contracts or earn revenue, so it suits market research rather than trading.
• Branch of a foreign company — less common and administratively heavier for most small entrants.

Your choice affects the documents, the registered capital requirement and the approval path. It also affects whether your sector needs a special licence before you can trade.

Documents you will typically need

Requirements vary by city, but a WFOE application usually involves the following. Prepare clean, consistent versions early — mismatched names or addresses across documents are one of the most common causes of delay.

Corporate and shareholder documents

• Certificate of incorporation (or equivalent) of the foreign parent company, notarised and legalised, or apostilled where the Hague Apostille Convention applies to the issuing country. Chinese authorities may also require a Chinese translation.
• Articles of association of the foreign parent, often required alongside the certificate.
• Register of directors or a certificate of incumbency showing who signs for the parent.
• Board resolution approving the China investment, signed by the authorised signatory.
• Passport copies of the legal representative, directors, supervisors and senior managers to be appointed in China.
• If a natural person is the shareholder, notarised passport copies and sometimes proof of address.

China-side documents

• Proposed company names (provide several alternatives, in Chinese and English, with a naming convention that fits local rules).
• Articles of association for the new China entity.
• Registered address proof: a lease agreement and the landlord's property certificate, or a serviced-office address agreement. The address must be zoned for commercial use in most cities.
• Business scope wording, drafted to match the official catalogue and any sector-specific licensing.
• Appointment documents for the legal representative, supervisor and, where relevant, the finance officer.
• Registered capital figure and contribution schedule.
• Application forms for the market supervision bureau, plus tax, customs and foreign exchange registrations as applicable.

Notarisation and legalisation are often the longest lead item. Start them before you finalise the China-side paperwork, and use a translator familiar with corporate documents so the Chinese versions match the originals exactly.

The registration steps, in order

Step 1: Name pre-approval

Submit proposed names to the local AMR. Names are checked for duplicates and for compliance with naming rules. Approval is usually quick once the submission is correct, but rejections are common if the name is too generic or uses restricted words. Have backups ready.

Step 2: Prepare and submit the establishment filing

Once the name is reserved, the company establishment application is filed with the AMR, usually through the local online enterprise registration system. This bundles the articles, address proof, appointment documents and shareholder information. If your sector is on the negative list for foreign investment or requires a pre-approval, the path may involve the commerce authorities and sector regulators first.

Step 3: Obtain the business licence

When the filing is accepted, the AMR issues the business licence. This is the moment the company legally exists. Check every field on the licence — company name, address, legal representative, business scope and registered capital — before you move on. Corrections afterwards are possible but slow.

Step 4: Company seal carving

Order the official seals: company seal, legal representative seal, finance seal and, where used, contract seal. Seals are filed with the public security system in many cities. In China the company seal carries real legal weight, so control it carefully from day one.

Step 5: Bank account opening

Open the basic RMB account and, if you need it, a foreign currency capital account. Banks conduct enhanced due diligence on foreign-invested companies, including checks on the ultimate beneficial owners and the source of funds. Expect to attend in person and to provide originals. This step often takes longer than founders anticipate.

Step 6: Tax and social insurance registration

Register with the tax authority, sign the tripartite tax deduction agreement with your bank, and set up social insurance and housing fund accounts if you will employ staff. Choose the taxpayer status (general or small-scale) with your accountant, because it affects invoicing and VAT treatment.

Step 7: Foreign exchange and capital contribution

If you are injecting registered capital from abroad, complete the foreign exchange registration and make the capital contribution through the designated capital account. Keep the bank receipts and the capital verification records — they matter for later profit repatriation and for audits.

Step 8: Sector licences, if applicable

Restaurants, education, logistics, medical devices, e-commerce and many other sectors need additional permits after the business licence. Build these into your timeline; they can take weeks to months depending on the regulator and the site inspection.

Realistic timeline

Timelines vary widely by city, sector and how complete your documents are. As a planning guide:

• Notarisation and legalisation of parent documents: typically two to six weeks, longer if translations or consular steps are involved.
• Name approval: usually a few working days, sometimes same-day.
• Establishment filing to business licence: commonly one to three weeks where no special approval is needed.
• Seals: a few working days.
• Bank account opening: one to four weeks, depending on the bank's due diligence.
• Tax and social insurance setup: roughly one to two weeks after the licence.
• Sector licences: highly variable; plan for several weeks at minimum.

In practice, a straightforward WFOE in a permissive sector, with documents prepared in advance, can be operational in roughly six to ten weeks. A regulated sector, a joint venture, or a parent company with complex ownership can take considerably longer. The biggest lever you control is document quality: consistent names, correct translations, valid address proof and signatures from the right person.

Practical tips for foreign founders

• Confirm the registered address is genuinely usable for registration and for your business activity; some landlords cannot provide the required certificates.
• Appoint a legal representative who will actually be available for bank visits and regulatory matters — the role carries responsibility.
• Keep the business scope realistic. Over-broad wording can trigger extra scrutiny; too narrow can block future invoicing.
• Budget for ongoing compliance, not just registration: monthly bookkeeping, annual reporting, tax filings and audit obligations where they apply.
• Work with a local adviser on the negative list and sector licensing before you sign a lease.

Registration is the starting line, not the finish. Get the entity, the documents and the bank setup right, and the first year of operations becomes far easier to manage.