Published · Lesotho

China Company Registration: Documents, Steps and Timeline

A practical guide for founders from Lesotho on registering a company in China, covering the main entity types, the documents you will need, the step-by-step process, and a realistic timeline — general information only, not legal or tax advice.

So you are a founder in Maseru, Mafeteng or Leribe with a product idea, a supplier relationship, or a service you want to sell into China, and you are thinking about setting up a legal entity there. Registering a company in China is doable from abroad, but it is a process with specific paperwork, a defined order of steps, and a timeline that depends heavily on your city, your industry and how well your documents are prepared. This article walks you through the practical basics. It is general information only and is not legal or tax advice; before you commit money, engage a qualified Chinese law firm or licensed corporate services provider and confirm the current rules with the local market regulation authority where you plan to register.

First, understand what you are registering

Foreign founders most commonly choose one of two vehicles. The first is a wholly foreign-owned enterprise (WFOE), a limited liability company owned entirely by foreign investors. It is the standard choice for founders who want to control their China operations, invoice local customers, hire staff and repatriate profits. The second is a joint venture (JV) with a Chinese partner, which can make sense where local market access, licences or distribution relationships matter. A representative office is sometimes used for liaison only, but it cannot generally earn revenue, so it rarely suits a founder building a business.

Two structural points matter early. First, China applies a negative list for foreign investment: some sectors are prohibited, some require a Chinese partner or specific approvals, and most are open. Check your exact business scope against the current negative list before anything else. Second, your registered capital is a commitment. Under China's company law framework, shareholders are generally required to pay in subscribed capital within a set period stated in the company's articles, so choose an amount you can realistically fund rather than an impressive-looking figure.

Documents you will need

Requirements vary by city and by whether you register as a WFOE or JV, but the core document set is fairly consistent. Prepare clean, consistent, correctly translated documents — mismatches between passports, addresses and company names are one of the most common causes of delay.

Investor and corporate documents

• Passport copies of every foreign shareholder and the proposed legal representative, clearly legible and consistent with the names used on all other forms.
• If the shareholder is a company rather than an individual: its certificate of incorporation, constitutional documents, and proof of its registered address, typically notarised and legalised (or apostilled where applicable) in the country of incorporation, then translated into Chinese by an accepted translator.
• Proof of address for foreign investors, such as a utility bill or bank statement, in the form the local authority accepts.
• Bank reference letter for the investor in some jurisdictions and some registration authorities.

Company-level documents

• Company name in Chinese, with two to four preferred options for the name pre-approval check. Chinese company names follow a fixed structure: administrative region, trade name, industry, and organisational form.
• Articles of association, usually in a local template adapted to your governance arrangements.
• Business scope wording, drawn from the standard catalogue used by the registration authority.
• Registered address in China: a lease or sublease agreement plus the landlord's property certificate, or an address provided by an approved incubator or serviced office. Address rules are strict in most cities.
• Appointment documents for the legal representative, supervisors and, where relevant, the general manager, with copies of their identity documents.
• Power of attorney if an agent or lawyer will file on your behalf.

Most of these documents, if executed outside China, need notarisation and legalisation or apostille, plus Chinese translation. Budget time for this — it is often the slowest part of the whole exercise, not the Chinese filing itself.

The registration steps, in order

1. Confirm sector access and business scope

Check the negative list and any sector-specific licensing. Some activities, such as certain food, education, logistics or consultancy services, need a permit after registration before you can trade. Confirm this before you sign a lease.

2. Reserve the company name

File a name pre-approval application with the local market regulation authority (the SAMR system, often handled online). Names that are too similar to existing ones or that use restricted words will be rejected, so submit alternatives.

3. Secure the registered address

Sign the lease and collect the landlord's property documents. In many cities, the address must be commercial-use premises; residential addresses are restricted. Some districts offer virtual or incubator addresses for service businesses.

4. Prepare and notarise investor documents

Complete notarisation, legalisation or apostille and Chinese translation of corporate documents and powers of attorney. Do this in parallel with steps 2 and 3 to save time.

5. File the establishment application

Submit the name approval, articles, investor documents, address documents and appointment forms to the market regulation authority. If accepted, you receive the business licence, which is the company's birth certificate.

6. Complete post-licence registrations

The business licence is not the end. You will typically then need to: have company seals carved and registered (the company chop, legal representative chop, finance chop and, where used, contract chop); open a bank account (basic account and, if needed, a foreign currency account) — bank onboarding for foreign-owned companies can be detailed and may require the legal representative to attend in person; complete tax registration and confirm your taxpayer status; register with the social insurance and housing fund authorities if you will employ staff; and complete foreign exchange registration so capital can be brought in and profits remitted. If your activity needs a sector licence, apply for it now.

7. Fund the company and start operating

Inject registered capital in line with your articles, keep proper accounting records from day one, and appoint a bookkeeping or tax agent. China's accounting and invoicing (fapiao) rules are specific, and getting them wrong early is expensive to fix.

Realistic timeline

Timelines vary by city and by how prepared you are, so treat any figure as indicative. With clean documents and a straightforward service business, the name check may take a few working days; document notarisation and legalisation abroad can take several weeks depending on your jurisdiction and translator; the establishment filing itself is often processed within roughly one to two weeks once submitted; seal carving and bank account opening can add another one to three weeks, with bank timelines the least predictable. Tax and social insurance registration are usually quick once the bank account exists. Overall, founders should plan for roughly one to three months from starting document preparation to a functioning company, and longer if a sector licence, a JV approval or a complex corporate shareholder is involved.

Practical tips for founders from Lesotho

• Use a local professional. A Chinese lawyer or licensed agent in your target city will know the current forms, address rules and bank expectations; this is the single biggest time-saver.
• Keep names identical everywhere. Passport names, shareholder names and company names must match across every document and translation.
• Choose the city deliberately. Rules, incentives and processing speed differ between Beijing, Shanghai, Shenzhen, Guangzhou and smaller cities. Register where you will actually operate.
• Plan the banking conversation early. Ask your proposed bank what it requires from a foreign-owned company before you finalise the address and legal representative arrangements.
• Budget for compliance, not just registration. Monthly bookkeeping, annual reporting and tax filings are ongoing obligations.

None of the above is legal, tax or investment advice, and rules change. Confirm every step with a qualified professional and the relevant Chinese authority before you proceed.