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

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 the registration rules name

The implementing rules for market entity registration (SAMR Order No. 52, Article 24) say that a foreign investor setting up a company in China must have its “subject qualification document”, or a natural person’s identity document, notarised in the home country and legalised by the Chinese embassy or consulate there, unless a treaty China has joined provides otherwise. The Apostille Convention is such a treaty. SAMR’s submission specification, 2026 edition, in use 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.

For a company, the subject qualification document is the proof that it legally exists: 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	Named in the national rules as the investor’s subject qualification document	Yes
Passport of an individual shareholder	Named in the national rules as the identity document	Yes, with exceptions: see below
Articles of association of the investor	Listed in the 2026 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 2026 specification lists appointment documents for the legal representative, directors, supervisors and senior managers. It does not say they must be legalised. A private document needs a notary to enter the chain at all	Varies. Ask first
Passport copy of the legal representative or director	The 2026 specification asks for an identity-document copy. It spells out notarisation only for investors, so whether a director’s foreign passport must be legalised is local practice. Some registries verify identity online instead	Varies by city
Power of attorney	Needed where someone signs or files for the investor. The 2026 specification’s notarisation notes for a company set-up cover the investor’s qualification and identity documents, not an authorisation. Court proceedings have their own rule: see below	Varies by receiving body. Ask first
Credit reference letter from a bank or other financial institution	Listed in the 2026 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

A representative office has a longer written list

For a foreign company’s representative office, the 2026 specification writes more of the list down. It asks for proof of the company’s 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 specification’s note on notarisation and apostille is written to cover all five items. A reference letter from a financial institution in mainland China needs neither.

Where a passport does not need legalising

The 2026 specification lists two exemptions for foreign individuals. A Chinese permanent residence ID card needs no notarisation or apostille. Nor does a passport carrying confirmed Chinese entry formalities, once the registry has checked the original. Cities add their own routes. Beijing’s market regulator said in April 2024 that a foreign passport holder who completes identity verification by face scan in its registration mini-programme does not need the passport notarised. Other cities differ, so confirm locally.

The 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 has acted on it.
3. Obtain the apostille from the competent authority of the same country. It certifies the last signature and seal on the document. It does not certify the content.
4. Translate the document and the apostille into Chinese. The 2026 specification requires the foreign original and the Chinese translation together, with the translation company’s seal, a statement that the translation is accurate, a copy of its business licence, and the translator’s contact details.
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 in the longer Apostille guide.

Apostille or consular legalisation

The Apostille Convention entered into force for China on 7 November 2023. From that date a public document from another contracting state needs only that state’s apostille for use in mainland China. The Chinese embassy in the United States, for example, stopped consular legalisation on the same day.

• Non-member states. The older chain still runs: notarisation at home, then legalisation by the Chinese embassy or consulate in that country.
• Member states where the Convention does not apply with China. The Ministry of Foreign Affairs list notes that India objected to China’s accession, so the Convention is not in effect between the two. Consular legalisation applies.
• Overseas territories. The specification sets a longer chain for documents issued in some overseas territories. Check before assuming the parent state’s route.
• Hong Kong, Macao and Taiwan. A separate route under special arrangements, using local notarial documents. Not an apostille question.

One rule for courts

A power of attorney sent from abroad for Chinese court proceedings has its own provision. Article 275 of the Civil Procedure Law requires notarisation in the home country and legalisation by the Chinese embassy or consulate, or the formalities of a treaty between the two states. How a given court applies this after the Convention is a question for the lawyer running the case.