Published · Kamba
China Company Registration: Documents, Steps and Timeline
A practical guide for foreign founders on registering a company in mainland China, covering the typical document set, the main steps from name reservation to business licence, and realistic timelines including the foreign investment and bank account phases. General information only, not legal or tax advice.
Setting up a company in mainland China is a process with a well-defined sequence, but the details vary by city, by the type of entity you choose, and by the industry you operate in. This article walks foreign founders through what is generally involved: the documents you will typically need, the steps from name reservation to business licence, and how long each phase tends to take. It is general information only and is not legal or tax advice. Rules and local practice change, so confirm current requirements with your local registration authority (AMR) or a qualified local adviser before you commit to a plan.
First, decide what you are registering
Most foreign founders choose one of two vehicles: a wholly foreign-owned enterprise (WFOE), which is a limited liability company owned entirely by foreign investors, or a Sino-foreign equity joint venture (JV) with a Chinese partner. A representative office is also possible but is limited in what it can do commercially, so it is rarely the right choice for a business that needs to invoice customers or hire staff directly.
The entity type affects your document set, your registered capital, and your governance documents. It also interacts with the negative list that governs foreign investment in certain sectors, so check whether your intended business scope is open, restricted, or prohibited to foreign ownership before you start drafting anything.
The typical document set
Exact requirements are local, but a foreign-invested company registration in a major city usually involves 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 every foreign individual shareholder, director, supervisor (where required), and the legal representative.
- Certificate of incorporation and good-standing or equivalent documents for any corporate shareholder, typically notarised and legalised (apostilled where applicable) in the investor's home jurisdiction.
- Translated versions of foreign-language corporate documents, usually prepared by an accepted translation agency.
- Proof of address for the corporate investor, and sometimes for individual investors, depending on local practice.
Company-level documents
- Articles of association (the company charter), drafted to match the entity type and governance structure.
- Name reservation confirmation for the proposed Chinese company name, including the approved Chinese characters.
- Registered address documentation: a lease or sublease agreement plus the landlord's property certificate, or documents for a serviced office or virtual registered address where the local authority permits it.
- Business scope wording, written in the standard categories used by the registration system.
- Appointment documents for the legal representative, directors, supervisor, and (where applicable) the general manager.
- Capital contribution plan, including registered capital amount, currency, and the schedule for contributions.
Application forms and filings
- Foreign investment information reporting forms, filed through the national reporting system, generally at or around the time of establishment.
- Local AMR application forms, often submitted online through the city's enterprise registration portal.
- Any sector-specific approvals or licences, if your business scope is regulated.
The steps, in order
1. Name reservation
You submit proposed Chinese names (usually several alternatives) to the local AMR. The name must follow Chinese naming conventions and must not conflict with existing registrations. Approval is often quick, but names can be rejected for similarity, so have backups ready.
2. Prepare and legalise investor documents
This is often the longest lead-time item. Notarisation and legalisation or apostille in the investor's jurisdiction, plus translation, can take weeks. Start this before or alongside the name reservation so it does not become the bottleneck.
3. Draft the articles and governance documents
Your articles of association should reflect the approved business scope, registered capital, and governance arrangements. Keep the legal representative, director, and supervisor appointments consistent with the investor documents.
4. Secure the registered address
You need a compliant address in the city where you register. Many foreign founders use a serviced office or an incubator address. Confirm with the local authority that the address is acceptable for your business scope, because some scopes require a physical office or additional inspection.
5. Submit the establishment application
File the application with the AMR, typically through the city's online portal, with supporting documents uploaded or submitted in person. If your business scope requires a pre-approval, obtain it before or alongside this filing.
6. Receive the business licence
Once approved, you receive the business licence, which carries the unified social credit code. This is the company's core identity document and is needed for almost everything that follows.
7. Carve the company seal set
Order the official seals, typically including the company seal, the legal representative seal, the finance seal, and the contract seal. Seal registration and the exact set required vary locally. In practice, the company seal is central to signing and banking in China.
8. Open the bank account
Open a basic deposit account with a bank. Expect enhanced due diligence for foreign-invested companies, including checks on the beneficial owners and the source of funds. Bank onboarding timelines vary widely by bank and by the completeness of your documentation.
9. Register with tax and other authorities
Complete tax registration and confirm your taxpayer status, set up invoicing, and handle social insurance and housing fund registration if you will employ staff. Customs registration is also needed if you will import or export.
10. Register capital contributions
Foreign currency capital contributions generally need to go through the foreign exchange and bank channels in the prescribed manner, with the bank handling the inward remittance and registration formalities. Work with your bank on the exact process.
How long it takes
Timelines are indicative and depend heavily on the city, the sector, and how complete your documents are.
- Name reservation: often a few working days.
- Notarisation, legalisation, and translation of investor documents: commonly several weeks, and sometimes longer depending on the jurisdiction.
- Establishment filing to business licence: frequently two to four weeks in major cities once documents are complete, longer where pre-approvals or address inspections are involved.
- Seals: usually a few working days after the licence.
- Bank account opening: often one to four weeks, with due diligence the main variable.
- Tax and related registrations: typically days to a couple of weeks once the licence and bank account exist.
A realistic end-to-end estimate for a straightforward WFOE in a major city is roughly six to twelve weeks, with document legalisation and bank onboarding usually the two biggest swing factors. Regulated sectors, unusual business scopes, or complex ownership structures can push this out considerably.
Practical tips to avoid delays
- Make every document consistent: names, passport numbers, addresses, and shareholding percentages should match across the entire file.
- Start legalisation and translation early; it is the item most likely to sit on the critical path.
- Confirm the registered address is acceptable for your business scope before signing a lease.
- Choose a legal representative who can practically sign and appear for bank and authority matters.
- Keep a single, version-controlled document folder so the bank, the AMR, and your adviser are all working from the same set.
Registration is the beginning, not the end. Budget time for the post-licence work — banking, tax setup, invoicing, and, if you hire, employment and social insurance formalities — because those steps determine when the company can actually trade. For anything specific to your structure or sector, take advice from a qualified local lawyer or adviser.