Published · Kongo

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 registration steps, timelines and common pitfalls, plus how to prepare before you file.

Setting up a company in mainland China is a process with several moving parts: pre-approval of your name, licensing for your industry, capital account registration, and social insurance enrolment. The paperwork is manageable, but it rewards preparation. This guide walks foreign founders through the typical documents, steps and timeline for establishing a foreign-invested enterprise (FIE), most commonly a wholly foreign-owned enterprise (WFOE). It is general information only, not legal or tax advice, and requirements vary by city, industry and company type.

First, understand what you are registering

Foreign founders usually choose one of three vehicles:

• WFOE (wholly foreign-owned enterprise): a limited liability company owned entirely by foreign investors. The most common choice for businesses that need to invoice Chinese customers, hire local staff and control operations.
• Joint venture (JV): a company shared with one or more Chinese partners, often required in restricted sectors or useful where local market access and relationships matter.
• Representative office (RO): a non-profit liaison office. It cannot sign contracts or invoice, so it suits market research or coordination only.

Most services, trading, consulting and technology businesses fall outside the negative list that restricts foreign investment, meaning a WFOE can usually be set up without a Chinese partner. Check the current negative list and your local commerce authority before committing, because sector rules change.

Documents you will typically need

Exact checklists differ by city, but a WFOE application generally requires the following.

Investor and corporate documents

• Passport copies of all foreign shareholders and the proposed legal representative.
• If the shareholder is a company: certificate of incorporation, articles of association, and a register of directors or shareholders.
• These foreign corporate documents usually need notarisation and legalisation (apostille where applicable, or consular legalisation), plus a Chinese translation in many cities.
• Proof of the investor's address, such as a utility bill or bank statement, sometimes requested.

Company formation documents

• Three to five proposed company names, in Chinese, ranked by preference. Names follow a fixed structure: city + trade name + industry + company type.
• Articles of association (can be based on a local template).
• Registered capital amount and currency, plus the contribution schedule.
• Business scope, written to match the official industry wording used locally.
• Lease agreement for a registered office address, plus the landlord's property certificate. Some cities accept serviced offices or virtual address providers; confirm with the local market regulator.
• Appointment documents for the legal representative, supervisors and (if applicable) the board.

Later-stage documents

• Bank account opening forms and authorised signatory documents.
• Tax registration details and invoice (fapiao) application forms.
• Social insurance and housing fund enrolment forms for employees.

The registration steps, in order

Step 1: Name pre-approval

Submit proposed names to the local market supervision administration (formerly the AMR). Approval is usually quick, often within a few working days, but rejections are common if names are too generic or conflict with existing marks. Avoid names that imitate well-known brands.

Step 2: Industry and foreign investment review

If your sector is restricted or requires a licence, you may need commerce authority filing or approval, and in some cases a sector-specific permit (for example, food, education, logistics or medical devices). Even outside restricted sectors, the foreign investment information reporting is now largely handled through the same registration system.

Step 3: Business licence application

File the formation documents with the market regulator. Once approved, you receive the business licence (yingye zhizhao), which is the company's legal birth certificate. Many cities now process this online and issue a digital licence alongside the physical one.

Step 4: Company seals

Order the official seals: company seal, legal representative seal, finance seal and contract seal where used. Seals are registered with the public security bureau in many places. Keep them secure; they carry real legal weight.

Step 5: Bank account opening

Open the basic RMB account (and, if needed, a foreign currency capital account). Banks conduct know-your-customer checks, so expect to provide the licence, seals, articles, lease and ID documents, and for the legal representative to attend in person. Opening can take from a few days to several weeks depending on the bank and city.

Step 6: Tax registration and invoicing setup

Register with the tax authority, choose the applicable taxpayer status, and apply for invoice issuance. Your accountant will usually handle this and the monthly filing routine.

Step 7: Capital contribution and foreign exchange

If registered capital is committed, the foreign shareholder remits funds into the capital account and the bank registers the inflow with the foreign exchange authority. Contributions must follow the schedule in the articles and be used for stated business purposes.

Step 8: Social insurance and payroll setup

Enrol the company and employees for social insurance and the housing fund. Set up payroll before the first pay cycle to avoid late-filing issues.

Realistic timeline

Timelines depend heavily on document readiness, city and industry licensing. As a rough guide:

• Preparation and document legalisation: two to six weeks, often the longest part if foreign corporate documents need apostille or consular legalisation.
• Name approval: a few working days.
• Business licence: around one to three weeks once a complete file is submitted; faster in cities with streamlined online systems.
• Seals and bank account: roughly one to four weeks combined, with bank KYC the main variable.
• Tax, invoicing and payroll setup: one to two weeks in parallel with banking.

A straightforward WFOE in a permissive sector might complete the core setup in four to eight weeks after documents are ready. Restricted sectors, licensed activities or complex shareholder structures can take several months.

Common pitfalls to avoid

• Weak office address evidence. Landlords who cannot produce a property certificate or who lease space not zoned for commercial use cause delays.
• Business scope written too broadly or too vaguely. Regulators prefer precise wording; overreach can trigger licence requirements.
• Registered capital set unrealistically high. It is a commitment, and shareholders are liable up to the subscribed amount.
• Translation and legalisation errors. Names, addresses and shareholding percentages must match exactly across all documents.
• Assuming the legal representative is a formality. The role carries legal duties and practical obligations, including bank attendance.

Practical preparation checklist

Before you start, gather apostilled or legalised corporate documents, decide your registered capital and contribution schedule, secure a compliant office address, shortlist three to five Chinese names, and engage a local accountant or corporate services firm. Confirm current rules with the local market regulator and, where relevant, a qualified China lawyer or tax adviser. Rules differ by city and change over time, so treat this article as orientation rather than a substitute for professional advice.