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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 post-registration filings, and a realistic timeline. General information only, not legal or tax advice.

Setting up a company in mainland China is a process with a clear sequence of steps, but the details vary by city, by industry and by the type of entity you choose. Most foreign founders set up either a wholly foreign-owned enterprise (WFOE) or a joint venture (JV) with a Chinese partner. A WFOE is the most common route for foreign investors who want full control. This article walks through the documents, steps and timeline in general terms. It is general information only and is not legal or tax advice; always confirm current requirements with a qualified local adviser and the relevant authority in your city.

Step 1: Decide the entity type and scope of business

Before you prepare any documents, decide what kind of entity you need and what it will do. The business scope (经营范围) matters because it determines which approvals apply and whether your activity is on the negative list for foreign investment. Some activities are restricted or require additional licences; some are prohibited. Check the current national negative list and any local rules for your city and industry.

Your business scope should be written in the standard wording used by the local market regulator. Vague or overly broad wording can slow down registration, and post-registration licences (for example for food, education or logistics) may require specific phrasing.

Step 2: Choose the company name and reserve it

Company names in China follow a fixed structure: administrative region, trade name, industry, and organisational form (for example, a limited liability company). Trade names must be unique within the relevant registration authority's jurisdiction and must not conflict with existing registered names or well-known marks.

Most cities now allow name pre-approval or name declaration through the local online registration system. Prepare two or three alternatives, since the first choice may be rejected. Do not print stationery or sign contracts under the name until it is approved.

Step 3: Prepare the core registration documents

The exact list depends on the entity type and city, but a WFOE application typically involves the following:

• Articles of association (公司章程), signed by the shareholder(s).
• Shareholder documents: for a corporate shareholder, a certificate of incorporation and a resolution to invest; for an individual shareholder, a passport copy. Documents issued abroad usually need notarisation and, depending on the jurisdiction, legalisation or an apostille, plus a Chinese translation.
• Legal representative appointment and identity documents. The legal representative is a formal role with legal exposure, so choose carefully.
• Directors, supervisors and managers information, including identity documents and appointment letters.
• Registered address proof: a lease or sublease plus the landlord's property certificate, or documents for a serviced office or virtual address where the city permits it. Some cities require the address to be commercially zoned.
• Application forms from the local market supervision administration (SAMR), often submitted online and signed electronically.
• Capital and contribution details: registered capital amount, currency, and the schedule for contributing it. Registered capital is a commitment, not a fee, and the contribution rules should be planned with your adviser.
• Foreign investment information reporting materials, where applicable.

If your activity needs a pre-approval or a post-registration licence, prepare those materials early. Sector regulators may ask for qualifications, premises inspections or staff credentials.

Step 4: Submit the registration application

Most cities now run registration through an online portal, with original documents checked at a window or by post if required. The market supervision administration issues the business licence (营业执照) once the application is accepted and approved. The licence contains the unified social credit code, which becomes the company's main identifier for tax, banking and customs.

Common reasons for delay include mismatched translations, missing notarisation or legalisation, an address that fails inspection, and business scope wording that does not match the standard catalogue. Review everything before submission.

Step 5: Complete the post-registration formalities

The business licence is not the end of the process. Plan for these follow-on steps:

• Company seal set: official seal, financial seal, legal representative seal and, where used, contract and invoice seals. Seals are usually carved by an approved vendor and registered.
• Tax registration and reporting: register with the tax authority, choose the taxpayer status and set up the invoicing system. Even a company with no revenue generally has filing obligations.
• Bank account: open the basic deposit account (基本户) and, if you need foreign currency, a foreign currency account. Banks carry out know-your-customer checks on the company and its beneficial owners, so expect questions about the source of funds and the business model.
• Foreign exchange and capital contribution: register the foreign investment information and follow the rules for bringing in registered capital and converting currency.
• Social insurance and housing fund registration if you will employ staff.
• Customs registration if you will import or export.
• Post-registration licences required by your sector.

Realistic timeline

Timelines vary widely by city, entity type and how complete your documents are. As a general guide, not a promise:

• Preparation and document legalisation: often the longest stage, especially where shareholder documents must be notarised, legalised or apostilled abroad and translated. Allow several weeks.
• Name approval: can be quick online, but may take longer if there are conflicts or manual review.
• Business licence: commonly days to a few weeks after a complete submission, depending on the city and whether a licence or approval is needed.
• Seals, tax, bank account and other post-registration items: typically a few weeks in total, with bank onboarding often the slowest part.

Founders should budget for the whole process in terms of weeks rather than days, and longer if the business needs sector approvals or if documents must be corrected.

Practical points for foreign founders

Translations must be consistent. Names, addresses and capital figures should match across every document. Use a local adviser. Rules and online systems change, and city-level practice differs. Plan the registered address carefully, because it affects tax jurisdiction and inspections. Do not assume a licence equals permission to trade in a regulated sector; check whether a separate licence is needed. Keep records of every filing, seal and bank document for annual reporting and future changes.

Finally, treat this guide as a starting map rather than a legal opinion. Confirm the current document list, capital rules, foreign investment reporting and tax obligations with a qualified professional in the city where you plan to register.