Published · Lombard

China Company Registration: Documents, Steps and Timeline

A practical guide for foreign founders on registering a company in mainland China: the entity types available, the documents you will need, the approval sequence, and a realistic timeline from name reservation to a working bank account.

Setting up a company in mainland China is a structured process with a defined sequence of approvals. For foreign founders, the main challenges are rarely the paperwork itself; they are understanding which authority approves what, preparing documents that survive review the first time, and budgeting enough calendar time for steps that depend on other people's queues. This article walks through the documents, the steps and the timeline in general terms. It is general information, not legal or tax advice, and requirements vary by city, district and industry, so confirm details with a licensed local provider or your own counsel before you commit funds.

First, choose the entity type

The entity you register determines your document list, your capital requirements and how long approval takes. Most foreign founders choose one of three structures:

• Wholly foreign-owned enterprise (WFOE). A limited liability company owned entirely by foreign investors. The most common vehicle for foreign founders who want to control a business in China, hire staff and invoice local customers. Requires a registered capital figure and a business scope.
• Joint venture (JV). A limited liability company shared between foreign and Chinese investors. Useful when a local partner brings licences, distribution or land, but it adds a shareholders' agreement and governance negotiation to the critical path.
• Representative office (RO). A liaison office that cannot earn revenue or sign sales contracts. Suitable only for market research or coordination, and it still requires annual filings.

Note that the business scope you register matters. Some activities are unrestricted, some require a filing, and some sit on a negative list that restricts or prohibits foreign investment. Check your intended activities against the current negative list before you reserve a name.

Documents you will need

Exact lists differ by city, but a WFOE application typically requires the following. Prepare clean, consistent copies; mismatched names or dates across documents are one of the most common causes of delay.

Investor and legal representative documents

• Passport copies of all foreign shareholders and the proposed legal representative. In many cities the legal representative must be a natural person, and some districts require them to be present for identity verification at least once.
• If the shareholder is a company, its certificate of incorporation, articles of association and a register of directors or equivalent, usually notarised and legalised (or apostilled where applicable) and accompanied by a Chinese translation.
• Proof of address for the foreign corporate shareholder, such as a utility bill or bank statement, dated recently.
• Curriculum vitae and, in some cases, a criminal record check for the legal representative and directors, depending on the industry and district.

Company and premises documents

• Three to five proposed company names in Chinese, in order of preference. Names are checked against existing registrations, so avoid generic words and obvious trademarks.
• The articles of association, usually drafted from a local template and adapted.
• A lease agreement for the registered address plus the landlord's property certificate. The address must be zoned for commercial use and accepted by the district administration for industry and commerce.
• A capital contribution plan stating the registered capital amount, currency and schedule.
• Powers of attorney if a local agent or lawyer files on your behalf.

Translations should be done by a recognised translation agency and stamped; many districts reject self-translated documents. Keep originals and scans of everything, because the same documents are reused at the bank, the tax bureau and the foreign exchange desk.

The registration sequence, step by step

The process runs in a fixed order because each step produces a document the next step requires. Trying to open a bank account before you have a licence, for example, will simply waste a trip.

Step 1: Name reservation

Submit your proposed Chinese names for a pre-approval check. This is usually handled online through the local market regulation system or by your agent. Approval is typically valid for a limited period, so do not reserve a name months before you intend to file.

Step 2: Prepare and submit the establishment filing

With the name approved, you submit the establishment application to the local Administration for Market Regulation (AMR). This bundles the articles of association, investor documents, address evidence, legal representative details and business scope. If your activity requires a pre-approval, such as food service, education or logistics, you may need that approval before or shortly after the licence is issued.

Step 3: Receive the business licence

Once approved, you receive the business licence, which carries the unified social credit code. This is the company's primary identity document in China. In many cities the licence is issued within a few working days of a complete filing, though pre-approval industries take longer.

Step 4: Carve the company seal set

Order the official seals, typically the company seal, the legal representative seal, the finance seal and, where required, the contract seal and invoice seal. Seals are registered with the public security system and are legally significant in China; keep them controlled and log their use.

Step 5: Bank account opening

Open the basic deposit account at a bank of your choice. Expect enhanced due diligence: banks will ask about the source of funds, the ultimate beneficial owners, expected transaction volumes and the nature of your business. The legal representative or an authorised signatory usually attends in person. Account opening can take from a few days to several weeks depending on the bank's review and the complexity of your ownership structure.

Step 6: Tax and social insurance registration

Register with the tax authority, sign the tripartite agreement that links your bank account to tax deductions, and determine your taxpayer status. Register with the social insurance and housing fund authorities before you hire. You will also need to arrange invoicing capability, since issuing fapiao is how most business-to-business transactions are documented in China.

Step 7: Foreign exchange and capital contribution

If you are contributing registered capital from abroad, the bank will handle the inward remittance against the company's foreign exchange registration. Keep the remittance purpose consistent with the capital contribution plan; mismatches can stall the credit of funds.

Step 8: Post-establishment items

Depending on your business, you may need additional licences, customs registration for import or export, or a foreign expert work permit and residence permits for foreign staff. Budget time for these; they often run in parallel with the bank and tax steps rather than before them.

Realistic timeline

For a straightforward WFOE in a major city with clean documents, a registered address already secured and no restricted activity, founders commonly plan on roughly four to eight weeks from name reservation to an operating bank account. The licence itself is often the fastest part; document legalisation, address sourcing, bank due diligence and tax registration consume most of the calendar. Add weeks if a corporate shareholder's documents need notarisation and legalisation abroad, if you are in a pre-approval industry, or if your ownership structure includes multiple offshore layers. In less developed cities, local practice and capacity can shift the timeline in either direction.

Practical tips to avoid delays

• Confirm the registered address is acceptable to the district before you sign a lease, and get the landlord's property certificate in advance.
• Make the English and Chinese versions of names, addresses and dates identical across every document.
• Decide who the legal representative will be early; their presence and signature are required at several points.
• Keep a single shared folder with scans of every document, seal, licence and receipt, and log when each was submitted.
• Ask your bank about its onboarding requirements before you choose it, since policies differ significantly.

Registration is the beginning, not the end. Once the company exists, you inherit ongoing obligations: annual reporting, tax filings, bookkeeping, seal custody and, for foreign-invested entities, periodic reporting on your investment. Plan for those costs from day one, and treat this article as a starting map rather than a substitute for advice on your specific structure and industry.