Which documents does a foreign company need notarised and apostilled for China?

For company registration, China’s rules name one document per foreign investor: a company’s proof of legal existence, such as a certificate of incorporation, or an individual’s identity document. It is notarised, then apostilled, or consular-legalised where the Apostille Convention does not apply, and filed with a Chinese translation. Some passports are exempt; banks may ask for more.

There are two lists, and they are easy to confuse. One is short and written down: what the national registration rules require a foreign investor to legalise. The other is longer and unwritten: what a particular registry window, bank or counterparty wants legalised on top. Plan for the first. Ask about the second in writing before you book a notary.

What do the registration rules require a foreign investor to legalise?

One document, depending on who invests: a company’s proof of legal existence (主体资格文件), or an individual’s identity document. A foreign investor setting up a foreign-invested enterprise has that document notarised in the country where it is located and legalised by the Chinese embassy or consulate there, unless a treaty China has concluded with that country, or both have joined, provides otherwise for legalisation (SAMR Order No. 52, Article 24).^⁠[1] The Apostille Convention is such a treaty.

SAMR’s submission specification, in use by registration authorities from 1 May 2026, spells out the result: an investor from a contracting state files the notarial document plus the apostille issued by that state’s competent authority.^⁠[2,3] For a company, the proof of existence is in most jurisdictions a certificate of incorporation or registration, often paired with a certificate of good standing. For an individual shareholder, it is the passport.

Document	Basis	Notarise and apostille?
Certificate of incorporation or registration, with good standing where the jurisdiction issues one	The certificate is the investor’s proof of existence under the national rules; a good-standing certificate is a common extra request	Yes
Passport of an individual shareholder	Named in the national rules as the identity document	Yes, with the exceptions below
Articles of association of the investor	Listed in the specification for a representative office. For a company set-up, requested by some banks and registries to show who may sign	Representative office: yes. Otherwise ask first
Board or shareholder resolution approving the investment and the appointments	The specification asks for appointment documents for the legal representative, directors, supervisors and senior managers, and does not say they must be legalised. A private document needs a notary to enter the chain at all	Varies. Ask first
Passport of the legal representative or a director	The specification asks for a copy of each listed person’s identity document. Its legalisation bullets are written for the foreign investor, but its passport exemption covers any foreign individual, and some registries apply the requirement to a foreign director. Local practice decides; some verify identity online instead	Varies by city
Power of attorney	Needed where someone signs or files for the investor. The notarisation notes for a company set-up cover the investor’s documents, not an authorisation. Court proceedings have their own rule: see the last section	Varies by receiving body. Ask first
Credit reference letter from a bank or other financial institution	Listed in the specification for a representative office. Elsewhere, requested by some banks	Representative office: yes, unless a financial institution in mainland China issued it. Otherwise ask first

What does a representative office have to legalise?

More, because the specification writes more of the list down. A foreign company opening a representative office supplies proof of its domicile and that it has lawfully existed for at least two years, its articles, its authorisation of the person who signs, its appointment of the chief representative and any other representatives, and a credit reference letter from a financial institution it deals with. The notarisation and apostille note covers all five. A reference letter from a financial institution in mainland China needs neither.^⁠[3]

When does a passport not need legalising?

In three cases the specification names. A Chinese permanent residence ID card for foreigners needs no notarisation or apostille. Nor does a passport carrying entry formalities confirmed by the Chinese exit-entry authorities, once the registry has checked the original. And a Chinese citizen settled abroad who invests in China files a PRC passport and the documents showing settlement abroad, again with no notarisation once the originals are checked.^⁠[3]

Cities add their own routes. Beijing’s market regulator said in April 2024 that a foreign passport or permanent residence card holder who completes identity verification by face scan in its e-Chuangtong (e窗通) registration mini-programme does not need notarisation.^⁠[4] Other cities differ, so confirm locally.

What about investors from Hong Kong, Macao or Taiwan?

They take a separate route, and it is not an apostille question. A Hong Kong, Macao or Taiwan investor provides a notarial document from a local notarial body, under the special provisions or agreements that apply (SAMR Order No. 52, Article 24).^⁠[1] For Hong Kong and Macao the specification adds that the notarial document must be transmitted through the Ministry of Justice’s designated body; where that body has circulated it electronically, the investor need not submit it.^⁠[3]

An individual investor has a shorter path. A copy of a mainland-issued residence permit for Hong Kong and Macao residents, or of a Mainland Travel Permit (the home-return permit), needs no notarisation or transmission; for Taiwan residents, a copy of the mainland-issued residence permit or of the Mainland Travel Permit for Taiwan Residents needs no notarisation.^⁠[3]

In what order?

1. Ask the receiving body what it wants: which documents, how recent, and what form of translation. Get the answer in writing.
2. Notarise in the home country. Under the Convention, notarial acts are public documents; a resolution, a power of attorney or a passport copy is not one until a notary or another official has certified it.^⁠[5]
3. Obtain the apostille from the competent authority of the same country. It certifies the signature, the capacity of the signatory and, where there is one, the seal or stamp.^⁠[5] It does not certify the content.^⁠[6]
4. Translate the document and the apostille into Chinese. The specification requires the foreign original and the Chinese translation together, with the translation company’s official seal or translation seal, the words “accurate translation”, a copy of its business licence or other proof of status, and the translator’s name and contact details; an individual translator signs and attaches a qualification certificate and identity document.^⁠[3]
5. File the set. Keep every name spelled the same way across every document.

The sequence itself is covered step by step in how to get a document apostilled for China, and the translation in whether a translation certified abroad is accepted.

Apostille or consular legalisation?

An apostille, for a document from another contracting state. The Convention entered into force for China on 7 November 2023,^⁠[7,8] and the Chinese embassy and consulates in the United States, for example, stopped consular legalisation on that day.^⁠[9] The specification’s own test is the Ministry of Foreign Affairs list of contracting states.^⁠[3]

Where the document comes from	Route
A contracting state	Notarisation, then that state’s apostille
India	Notarisation, then consular legalisation. India objected to China’s accession, so the Convention does not apply between the two
A state that has not joined	Notarisation, then legalisation by the Chinese embassy or consulate in that country
A state outside the Convention with China, and with no diplomatic relations with China	Notarisation, then legalisation by the embassy or consulate there of a third country that has relations with China, then by the Chinese embassy or consulate in that third country
An overseas territory	Notarisation in the territory, then the parent state’s foreign ministry, then either the parent state’s apostille, if it is a contracting state, or legalisation by the Chinese embassy or consulate in the parent state

Does a power of attorney for a Chinese court need legalising?

Yes, under its own provision. A foreign individual, stateless person, company or organisation with no domicile in China that sends from abroad a power of attorney appointing a Chinese lawyer or other agent must have it certified by a notary in the country where it is and legalised by the Chinese embassy or consulate, or put through the formalities of a treaty China has concluded with that country, before it takes effect (Civil Procedure Law, Article 275).^⁠[12] How a given court applies this after the Convention is a question for the lawyer running the case.

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