Published · Samoan

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 involved and a realistic timeline, with notes on common delays.

Setting up a company in mainland China is a structured process with a well-defined sequence of steps. For foreign founders, the main challenge is rarely the paperwork itself but understanding the order in which things happen, who approves what, and how long each stage realistically takes. This article walks through the typical path for establishing a foreign-invested enterprise (FIE), most commonly a wholly foreign-owned enterprise (WFOE), and the documents you will be asked to prepare.

Important: This article provides general information only. It is not legal, tax, accounting or investment advice, and requirements vary by city, industry and company structure. Always confirm details with a qualified local professional and the relevant authorities before you commit time or money.

The big picture: what you are actually building

A China company registration produces a legal entity registered with the local Administration for Market Regulation (AMR), previously known as the Administration for Industry and Commerce (AIC). Most foreign founders choose a WFOE because it gives full control, allows the entity to invoice customers and hire staff directly, and can be structured to conduct the business activities you intend. A joint venture with a Chinese partner is also possible but adds governance and negotiation complexity.

Registration is rarely a single filing. It is a chain: name approval, foreign investment information reporting, business licence application, then a series of post-licence registrations for seals, banking, tax, foreign exchange and social insurance. Each link depends on the one before it, which is why sequencing matters as much as the documents.

Documents you will typically need

Exact lists differ by city, but the core document set for a standard WFOE usually includes the following.

Corporate and identity documents

• Passport copies of the legal representative and, where applicable, directors and supervisors.
• Certificate of incorporation of the foreign parent company, if the shareholder is a company rather than an individual.
• Articles of association or equivalent constitutional documents of the foreign shareholder.
• Proof of address of the foreign shareholder, such as a utility bill or bank statement, depending on local practice.
• Board resolution or shareholder resolution authorising the investment and appointing the legal representative.

Notarisation and legalisation

Documents executed outside China generally must be notarised in the country of origin and then legalised for use in China. Where the Hague Apostille Convention applies to that country, an apostille may replace consular legalisation. Some cities also require Chinese-language translations prepared by a recognised translation agency. This step is a frequent source of delay, so start it early.

China-side documents

• Registered address proof: a lease agreement and the landlord's property certificate, or a virtual/incubator address where the local government permits it.
• Articles of association for the Chinese entity, usually drafted to a local template.
• Name reservation application with several candidate names in Chinese.
• Foreign investment information report, filed through the national foreign investment system.
• Business scope wording, which must align with permitted activities and, for restricted sectors, may require a pre-approval.

If your activity sits on the negative list for foreign investment, additional approvals apply. Most manufacturing, trading, consulting and technology services fall outside it, but check your specific sector.

Step-by-step registration process

Step 1: Choose the city and confirm the address

The registered address determines which AMR office handles your file and which local rules apply. Confirm the address can be used for company registration before signing a long lease; some landlords cannot provide the required property documents.

Step 2: Reserve the company name

Submit several Chinese names for checking. Names follow local conventions: region, brand name, industry descriptor and organisational form. Approval is usually quick but can be rejected for similarity to existing names, so have backups.

Step 3: Prepare and legalise documents

Draft the articles of association and collect the notarised and legalised foreign documents. Translations should be done by a qualified agency and kept consistent across all filings.

Step 4: File the foreign investment information report

This filing records the investor, the investment amount and the business scope. It is typically submitted online through the local commerce or AMR system.

Step 5: Apply for the business licence

The AMR reviews the full package and, if satisfactory, issues the business licence. This is the moment the company legally exists. The licence carries the unified social credit code used in almost every later filing.

Step 6: Register seals

Company seals, including the official company seal, legal representative seal, finance seal and contract seal, are registered with the public security system and usually carved by an approved vendor.

Step 7: Open the bank account

Open the basic RMB account at a bank. Expect enhanced due diligence for foreign-invested entities, including checks on the shareholder structure and the purpose of the business. This step often takes longer than founders expect.

Step 8: Tax and foreign exchange registration

Register with the tax authority, complete the foreign exchange registration and set up the capital account used for injecting registered capital. Tax registration now commonly happens alongside the business licence, but you still need to confirm your tax bureau and invoicing arrangements.

Step 9: Social insurance and housing fund

If you will hire employees, register with the social insurance and housing fund authorities. This is required before staff can be enrolled.

Step 10: Inject capital and begin operations

Contribute registered capital within the period stated in the articles (commonly within a few years, subject to current rules). Then complete any sector-specific licences, such as food, education or logistics permits, before trading.

Realistic timeline

Timelines vary widely by city and by how prepared your documents are. As a rough guide:

• Name reservation: a few working days.
• Document notarisation and legalisation: often two to six weeks, depending on the country and whether consular legalisation is required.
• Business licence: one to three weeks after a complete filing, longer if the AMR raises questions.
• Seals: a few working days.
• Bank account: one to four weeks, with due diligence the main variable.
• Tax, FX and social insurance: one to three weeks in parallel with banking.

A well-prepared WFOE in a major city can reach an operating state in roughly six to ten weeks, but two to three months is a safer planning assumption. Sector licences, unusual shareholder structures or a difficult address can extend this considerably.

Common pitfalls to avoid

• Starting legalisation late. It is the step most often outside your control.
• Assuming the lease is enough. The property documents must satisfy the AMR.
• Drafting business scope too narrowly or too broadly. Both create problems later, for invoicing or for approvals.
• Underestimating bank due diligence. Prepare a clear explanation of your business and ownership chain.
• Ignoring post-licence compliance. Tax filings, annual reporting and capital contribution deadlines apply from day one.

Registration is the beginning, not the end. Budget time for banking and compliance setup, keep your documents consistent, and work with a local adviser who knows your city's current practice. That combination is what turns a long checklist into a company that can actually trade.