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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 business licence, and realistic timelines for each stage. General information only, not legal or tax advice.

Setting up a company in mainland China is a process with a well-defined sequence of steps, but it is also one where small errors in paperwork can cost weeks. This guide walks foreign founders through the typical path for a wholly foreign-owned enterprise (WFOE) — the most common structure for foreign investors — covering the documents you will need, the order of steps, and how long each stage usually takes. It is general information only and not legal or tax advice; requirements vary by city, industry and structure, so confirm details with a local professional before you commit.

Before you start: decide the basics

Chinese authorities assess applications against what you have declared, so the key parameters should be settled before any filing begins.

• Company type. A WFOE is the default for foreign-owned businesses. A joint venture with a Chinese partner, or a representative office (which cannot earn revenue), are alternatives with different requirements.
• Registered address. You need a physical address in the city where you register. Many founders use a serviced office or an address provided by a local agent; check that the address is approved for company registration and that the lease or sublease can be produced as evidence.
• Business scope. This defines what the company may do. Some activities require a pre-approval or a post-registration licence; if your scope includes restricted items, the timeline lengthens.
• Registered capital. China now generally uses a subscribed capital system, but the amount and the contribution schedule you declare still matter for credibility, banking and later compliance. Choose figures you can realistically meet.
• Legal representative and directors. A legal representative is mandatory and carries real responsibility. Foreign founders often serve as legal representative, but you should understand the implications before agreeing.
• Company name. Names follow a standard format: city + trade name + industry + company type (for example, “Shanghai [Trade Name] Technology Co., Ltd.”). Trade names must be unique and must not conflict with existing registrations or well-known marks.

Documents foreign founders typically need

The exact list depends on the city and the investor's home jurisdiction, but the core set for a WFOE usually includes the following.

Investor (parent company) documents

• Certificate of incorporation or registration of the foreign parent company.
• 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 directors and legal representative.
• Proof of the parent company's address (utility bill, bank statement or similar).

Documents issued outside China generally need to be notarised and then legalised — either apostilled (for parties in Apostille Convention countries) or consular-legalised — and translated into Chinese by an accepted translator. Some cities also require the parent company's documents to be notarised by a Chinese notary via a local partner, so confirm the local practice early.

China-side documents

• Lease agreement for the registered address, plus the landlord's property certificate or a rental qualification document.
• Draft articles of association for the new company.
• Appointment documents for the legal representative, supervisors and managers.
• Name pre-approval application materials.
• Application forms for the market supervision administration, signed by the legal representative or authorised signatory.

If the legal representative or shareholders cannot be present in China, powers of attorney may be needed; these too often require notarisation and legalisation.

The registration steps, in order

1. Name pre-approval

Submit proposed names, in order of preference, to the local market supervision administration (formerly the AIC). If the first choice is rejected, the process restarts with the next name, so prepare several. Once approved, the name is reserved for a limited period — typically a few months — so move quickly to the next steps.

2. Prepare and legalise investor documents

This often runs in parallel with name approval and is frequently the slowest part of the process. Notarisation, apostille or consular legalisation and translation can each add days or weeks depending on the jurisdiction and the courier route.

3. Submit the establishment filing

File the application package — articles of association, investor documents, address evidence, appointment documents and application forms — with the market supervision administration. Most cities now accept online submission, with originals or notarised copies checked afterwards. If the file is complete and the business scope is unrestricted, approval can come through in a matter of days; if the authorities ask for amendments, each round adds time.

4. Obtain the business licence

On approval 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 document everything else depends on.

5. Carve the company seal set

Order the official seals — company seal, legal representative seal, finance seal and, where applicable, contract and invoice seals. Seals are made at authorised carving points, usually with the business licence and legal representative's ID. In many cities the first set of seals is issued free of charge, but confirm locally.

6. Bank account opening

Open the basic RMB account (and, if needed, a foreign currency capital account). Banks conduct their own due diligence on the company, its shareholders and the legal representative, and may ask for the full incorporation file and evidence of the source of funds. This step often takes one to three weeks and may require the legal representative to attend in person.

7. Tax and social insurance registration

Register with the tax authority, sign the tripartite agreement with the bank for tax withholding, and complete social insurance and housing fund registration if you will employ staff. Tax registration is generally straightforward once the licence and bank account exist.

8. Foreign exchange and capital contribution

If the company has foreign investment, complete the foreign exchange registration (often handled at the bank) and arrange the capital contribution within the period stated in the articles. Funds must come from the declared investor and be remitted to the capital account with the correct purpose stated.

9. Licences for regulated activities

If your business scope includes activities requiring approval — food, education, logistics, certain technology services, and so on — apply for the relevant licence after the business licence is issued. These post-registration approvals can take from a few weeks to several months and should be planned for early.

Realistic timeline

For a straightforward WFOE in a major city, with clean documents and no restricted activities, plan for the following:

• Name approval: a few working days to two weeks.
• Document notarisation and legalisation: two to six weeks, depending on the jurisdiction and courier time.
• Establishment filing and business licence: one to three weeks if the file is complete.
• Seals: a few working days.
• Bank account: one to three weeks, sometimes longer for banks with heavier onboarding checks.
• Tax and social insurance registration: roughly one week.
• Foreign exchange registration and capital remittance: one to two weeks after the bank account is live.

In practice, a well-prepared applicant can hold a business licence within four to eight weeks of starting, with the bank account and tax setup completed a few weeks later. Delays usually come from document legalisation, address issues, name rejections and additional information requests from the authorities — not from the registration office itself.

Practical tips to avoid delays

• Check the address first. Confirm the landlord can provide the property certificate and that the address is registered for commercial use. Address problems are one of the most common causes of rejection.
• Start legalisation early. Begin notarisation and apostille or consular legalisation before name approval is final; it is the longest lead-time item.
• Keep names consistent. The investor name, legal representative name and signatures should match the underlying documents exactly across every form and translation.
• Be precise about business scope. Describe activities in the standard wording used by the local administration; vague or overly broad scopes trigger questions.
• Budget for the bank. Bank onboarding is now the most variable step. Prepare a clear explanation of your business, the source of funds and the expected transaction flows.
• Plan for annual compliance. After registration, the company must file an annual report, maintain accounting and tax filings, and keep its registered information current. Build these obligations into your operating plan from day one.

Registration in China rewards preparation. If you treat the document set as the core project, confirm local requirements with a qualified adviser in your chosen city, and sequence the steps as above, the process is predictable — and the business licence is only the beginning of the compliance work that follows.