What documents do I need to register a company in China?

Five categories, under Article 16 of the Market Entity Registration Regulation: the application, the applicant’s qualification or identity documents, documents for the premises, the articles of association, and anything else a law requires. For a foreign investor the qualification documents are notarised at home, then apostilled or consular-legalised.

Most checklists for this question are somebody’s memory of a filing in one city. The regulation is shorter than the checklists and it is the thing the registry is actually applying, so it is worth starting there and treating local additions as what they are: additions. What does not vary is the logic. The registry is establishing who is behind the company, that they exist, that a named person is accountable, and that the company has somewhere to be.

The five categories the regulation names

Article 16 of the Market Entity Registration Regulation asks for five things, and every document in a real file is an instance of one of them.^⁠[1]

Category	What it is in a foreign-invested company’s file	Legalised?
The application(申请书)	The registry’s own form, on the national standard in use since 1 May 2026	No
Qualification or identity documents(申请人资格文件、自然人身份证明)	For a corporate investor, proof that it legally exists: a certificate of incorporation or registration, usually with a certificate of good standing. For an individual investor, the passport	Yes. Notarised at home, then apostilled or consular-legalised
Documents for the premises(住所或者主要经营场所相关文件)	The lease and the landlord’s title, or whatever the registry accepts as proof of lawful use	No, but the address has to be registrable
The articles of association(章程)	Drafted for the new company, in Chinese, and carrying the eight items the Company Law requires	No. Drafted for the registration
Anything else a law or regulation requires	Sector approvals, appointment documents, and whatever the local registry adds. This is the category that varies	Varies. Ask before you book a notary

What the registry registers, and what it only files

These are two different lists and confusing them produces avoidable change filings later. The registered items are the ones printed on the business licence and shown on the public record: the name, the entity type, the business scope, the domicile, the registered capital and the name of the legal representative (Article 8).^⁠[1] The filed items are a separate list lodged with the registry rather than registered: the articles of association, the business term, each investor’s contribution, the directors, supervisors and senior managers, the registration liaison, the person appointed to receive legal documents for a foreign-invested company, and beneficial ownership information (Article 9).^⁠[1]

Two practical consequences. A change to a registered item is a change of registration and the company cannot assert the new state of affairs against a counterparty acting in good faith until it is filed. And the recipient of legal documents is a real appointment with a real address attached, not a formality: it is how a Chinese court or authority reaches a foreign-invested company, so it should be somebody who will open the post.

What has to be in the articles of association

Eight items for a limited liability company, under Article 46 of the Company Law: the name and domicile; the business scope; the registered capital; the names of the shareholders; each shareholder’s contribution, the method and the date; the company’s organs, how they are constituted, their powers and their rules of procedure; how the legal representative is appointed and replaced; and anything else the shareholders decide to include.^⁠[2]

The fifth and the seventh are where a foreign shareholder should spend its time. The contribution amounts and dates are what the five-year capital rule attaches to, and the method of appointing and replacing the legal representative is the clause you will want to have written well if the relationship with a local appointee ever breaks down.

The premises, and when you may not need to prove them

A company applying to register a domicile or business premises submits proof of lawful use of it. What is newer, and worth asking about, is the second half of the same article: where a registration authority simplifies or dispenses with that proof, it must instead verify through inter-departmental data sharing that the premises objectively exist and that the company owns or has the right to use them (SAMR Order 95, Article 18).^⁠[3] So in cities where the property records are connected, the lease and the title certificate may not need to be produced at all. It is worth asking rather than assuming, because assembling a landlord’s title certificate is one of the slower parts of a file.

The business scope is a decision, not a form field

The business scope is set by the articles of association, and any item within it that requires approval under a law or administrative regulation has to be approved (Company Law, Article 9).^⁠[2] On top of that, a company’s scope must comply with the market access negative list, and a foreign-invested company’s scope must also comply with the special administrative measures for foreign investment access (SAMR Order 95, Article 12).^⁠[3]

That single article is the clearest statement that the two negative lists are different instruments and that a foreign-invested company is measured against both. It is also why the scope is worth settling before anything is lodged: too narrow and ordinary trading falls outside it, too broad and you pull in an activity that needs a licence you had not planned for. The scope is a registered item, so widening it later is a change of registration rather than an edit.

Which documents need notarising and apostilling

The rule is narrower than most lists suggest. A foreign investor setting up a foreign-invested enterprise in China has its subject qualification document, or a natural person’s identity certificate, notarised by a notary in its own country and legalised by the Chinese embassy or consulate there, unless a treaty China has concluded or joined provides otherwise (SAMR Order 52, Article 24).^⁠[4] The Apostille Convention is that treaty, which is why an investor from a contracting state files the notarial document plus an apostille instead.

Everything beyond those two items, a board resolution, a power of attorney, a director’s passport copy, a bank reference, is asked for by particular registries and banks rather than named in the national rule. What each of them wants, and how firm each requirement is, is set out in which documents a foreign company needs notarised and apostilled, and the mechanics are in how to get a document apostilled.

Translation, and getting the Chinese names right

Documents are submitted in Chinese, and the translated names of your company, its shareholders and its officers become the names on the Chinese record. Inconsistency between documents, one rendering of a company name here and another there, is a common reason a file comes back. Fix the Chinese rendering of every proper noun once, at the start, and use it everywhere, including in the articles and on the lease. What form the translation itself must take is a question for the receiving authority, and the answer differs by city.

Sequencing, because documents go stale

No instrument sets a shelf life for a certificate of good standing, which is precisely the problem: the period is set by whoever is receiving it, and it is commonly measured in a few months. A certificate issued a year ago describes a state of affairs a year ago, and a registry entitled to say so will. Sequence the legalisation so the documents are recent when the file is lodged rather than when they were ordered, and get the receiving body’s answer on this in writing at the same time as you ask what it wants.

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