This China company registration checklist details the specific legal, operational, and structural requirements foreign investors must prepare before submitting an application to local market regulation authorities. Registering a foreign-invested limited liability company requires several practical decisions before administrative review begins. Preparing your documentation, business scope, registered capital structure, and commercial lease in advance prevents application rejections and costly post-incorporation amendments.
For an end-to-end overview of the complete incorporation process, bank onboarding, and tax incentives, see our comprehensive guide on how to set up a WFOE in China: registration, capital, and tax in 2026.
1. Confirm market access and ownership eligibility
Before compiling corporate records, verify that your proposed operations are fully open to foreign investment.
- Check the 2024 Foreign Investment Negative List to ensure wholly foreign ownership is permitted.
- Verify general compliance against the 2025 Market Access Negative List.
- Determine whether your industry (e.g., telecommunications, education, medical devices) requires pre-approval licenses prior to incorporation.
2. Prepare investor documents and authentication
Specific WFOE document requirements depend on whether the foreign shareholder is an entity or a natural person.
Corporate shareholders need:
- Certificate of Incorporation, Business Registration Certificate, or official registry extract.
- Articles of Association or Certificate of Good Standing verifying the legal standing of the parent entity.
- Board resolution authorizing the China investment, capital subscription, and appointment of the Chinese entity’s officers.
- Identification records for authorized signatories and proposed directors.
- Complete corporate ownership chart identifying all upstream entities through to ultimate individual owners.
Individual shareholders need:
- Original valid passport.
- Residential address documentation and full contact information.
- Notarized power of attorney if a local agent submits registration filings on your behalf.
Document authentication (Apostille rules): Under the Apostille Convention, public documents originating in member jurisdictions require an apostille from the issuing government’s designated office rather than Chinese consular legalization. Privately executed documents (such as board resolutions or powers of attorney) must be notarized before an apostille can be issued. Certified Chinese translations must accompany all foreign-language records.
3. Define the company name and governance structure
Prepare three to five prospective Chinese company names using the statutory formula:
Administrative Division + Trade Name + Industry Characteristic + Organizational Form.
Submit names through the autonomous declaration system to verify availability. Next, define your statutory appointments:
- Executive Director or Board: Appoint a single Executive Director or a formal Board of Directors (minimum 3 members).
- Legal Representative: Designate an individual director or General Manager to serve as the legal representative holding statutory signing authority.
- Supervisory Function: Appoint a supervisor, or establish an internal Audit Committee within the Board of Directors to supervise operations.
4. Compile Beneficial Ownership (UBO) records
All newly incorporated enterprises must disclose Ultimate Beneficial Ownership (UBO) information to the registration authorities. Identify natural persons who:
- Directly or indirectly own more than 25% of company equity.
- Hold more than 25% of total voting rights or economic benefits.
- Exercise actual management control over the enterprise.
Prepare valid identification copies, dates of birth, nationalities, and residential addresses for all qualifying individuals.
5. Standardize your business scope
Select your operational descriptions directly from the standardized SAMR catalogue.
- General items: Standard business operations permitted immediately upon business license issuance.
- Licensed items: Operations requiring post-registration permits (e.g., food circulation permits, value-added telecom licenses) before commercial transactions begin.
6. Structure registered capital and funding schedules
Under Article 47 of the revised Company Law, registered capital must be paid in full within five years of incorporation.
- Model operating expenses (salaries, office leases, inventory, professional fees) across a 12-to-24-month horizon.
- Confirm that shareholders have the financial capacity to remit the full subscription amount within statutory deadlines.
- Document payment installments and dates within the company’s Articles of Association.
7. Secure a compliant registered address
Every Chinese company must maintain a verified physical address within the city of registration. Collect the required lease documentation:
- Signed commercial lease agreement with a minimum one-year validity.
- Landlord’s official Property Ownership Certificate (fangchanzheng).
- Landlord identification documents or corporate business license.
- Confirmation that the building’s officially approved use is commercial or industrial, not residential.
Our local team of experts at Prism China in Shenzhen reviews pre-filing packages, audits commercial leases, and verifies business scope selections to ensure your company registration proceeds without administrative delays. Contact our team to begin your entity preparation.
China company registration checklist read, what now?
We invite you to reach out to our team in our Shenzhen-office. Having a local partner makes the process much easier and ensures that you do not miss any critical steps in your company registration process. You can also read more about our services in mainland China and in Hong Kong.
