Published by ChinaMNC · French

Registration Documents, Steps and Practical Timeline for Setting Up in China

A practical guide for French-speaking founders on the documents, steps and realistic timeline for registering a WFOE, joint venture or representative office in China, including banking, tax and visa considerations.

Setting up a legal entity in China is a document-heavy process, but it is well trodden. For French-speaking founders, the challenge is usually less about the rules themselves and more about sequencing: knowing which papers to prepare, in which order, and how long each stage realistically takes. This guide walks through the registration documents, the main steps and a practical timeline for the three most common structures: a wholly foreign-owned enterprise (WFOE), a joint venture (JV) and a representative office (RO).

Choose the Structure Before You Draft Anything

The structure you pick determines the documents you need and the approvals you face. A WFOE is the default for most founders who want to control a business, invoice customers and hire staff. A JV suits sectors where a Chinese partner is required or commercially useful, but it adds shareholder agreements and governance documents. An RO is the lightest option: it can conduct market research and liaison activities but cannot generate revenue directly, which limits its usefulness for most commercial projects.

Before drafting, confirm whether your activity appears on the negative list for foreign investment. Restricted sectors may require extra approvals or a local partner. This single check can change your entire plan, so do it first.

Core Registration Documents

Most founders will need a standard set of documents. Exact requirements vary by city and by industry, and local market supervision bureaus (MSB) sometimes ask for additional items, but the following list covers the essentials.

Corporate and shareholder documents

• Articles of association for the Chinese entity, drafted in Chinese and aligned with the shareholders' agreement.
• Certificate of incorporation of the foreign parent company, notarised and legalised (or apostilled where applicable) and translated into Chinese.
• Board resolution authorising the investment and appointing the legal representative.
• Passport copies of the legal representative, directors, supervisors and shareholders.
• Proof of registered address in China, typically a lease agreement and the landlord's property certificate.
• Capital contribution plan, including amount, currency and timing.

JV-specific documents

• Joint venture contract setting out capital, profit sharing, governance and exit mechanics.
• Partner due diligence materials and, where relevant, approval documents from the sector regulator.

RO-specific documents

• Application form filed with the local registration authority.
• Parent company documents, legalised and translated.
• Lease for the office space and details of the chief representative.

Translations must be accurate and consistent. Names, addresses and capital figures should match across every document; mismatches are one of the most common causes of delay.

The Registration Steps in Order

Chinese registration follows a fairly predictable sequence, though the order can vary slightly by city.

1. Name pre-approval

Reserve the company name through the local MSB system. Names follow a strict format: region, trade name, industry and organisational form. Have two or three alternatives ready in case of conflicts.

2. Filing with the market supervision bureau

Submit the application package, including articles of association, shareholder documents and address proof. If accepted, you receive the business licence, which is the entity's legal birth certificate.

3. Company seals

After the licence, have the official seals carved: company seal, legal representative seal, finance seal and, where used, contract seal. Seals carry legal weight in China and must be kept secure.

4. Bank account opening

Open the basic RMB account and a foreign currency capital account. Banks apply their own due diligence, so expect questions about the parent company, beneficial owners and the source of funds. This step often takes longer than founders expect.

5. Tax registration

Register with the tax authority, confirm your taxpayer status (small-scale or general VAT taxpayer) and set up invoicing. If you hire staff, complete social insurance and housing fund registration.

6. Foreign exchange and capital injection

Register the capital account with the foreign exchange administration system, then bring in the registered capital. Keep the bank receipts; they are needed for later remittances and audits.

7. Visas and work permits

The legal representative and foreign employees need appropriate visas. A work permit and residence permit are typically required for anyone staying long term. The process involves a medical check, a criminal record certificate and degree or experience documentation, so start early.

Practical Timeline

Timelines depend heavily on the city, the sector and how complete your documents are. The following ranges are realistic for a straightforward case with no special approvals.

• Preparation and document legalisation: 2 to 6 weeks, depending on how quickly the parent company's documents can be notarised, legalised and translated.
• Name reservation: a few working days to two weeks.
• Business licence: 1 to 3 weeks after a complete filing.
• Seals: 1 to 5 working days.
• Bank account opening: 1 to 4 weeks, sometimes longer for newly established entities.
• Tax and social insurance registration: 1 to 2 weeks.
• Capital injection and foreign exchange registration: 1 to 3 weeks, depending on banking checks.
• Work and residence permits: 4 to 8 weeks from the start of the process.

In practice, a WFOE with clean documents can be operational in roughly two to three months, while a JV in a regulated sector or an RO in a city with stricter review may take longer. Budget extra time for anything requiring sector approval, and avoid booking office space or hiring before the licence is issued unless your lease allows for conditional arrangements.

Common Pitfalls to Avoid

• Inconsistent names and addresses across translated documents.
• Underestimating bank due diligence on beneficial ownership.
• Choosing a registered address that cannot support the intended activity.
• Leaving visa planning until after the company is registered.
• Assuming a JV partner's local knowledge removes the need for your own legal review.

Engage a local lawyer and an accountant early, especially for JVs and regulated sectors. They can confirm current local practice, which changes more often than the national framework.

This article is general information only and does not constitute legal, tax or immigration advice. Requirements vary by city and sector, and you should consult qualified local professionals before acting.