Published · Germany
China Company Registration: Documents, Steps and Timeline for German Founders
A practical guide for German founders on registering a company in China: the documents you need, the steps involved with the market regulator, tax, banking and foreign exchange authorities, and realistic timelines. General information only, not legal or tax advice.
Setting up a company in China is a sequence of administrative steps that most founders can prepare for in advance, but few can rush. For German founders, the process usually means choosing between a wholly foreign-owned enterprise (WFOE) and a representative office, with a joint venture as a third option if you need a Chinese partner. Most founders who intend to invoice customers, hire staff and control their own operations choose a WFOE. This article explains the documents, steps and realistic timelines in general terms. It is general information, not legal or tax advice; Chinese rules vary by city and industry, and you should confirm details with a qualified local adviser before you commit money.
First decisions before you file anything
Your choice of legal form shapes the documents and the timeline. A WFOE is a limited liability company owned by your German entity or by you personally. It can conduct a defined business scope, employ staff and remit profits. A representative office is simpler but restricted: it cannot sign contracts for revenue-generating business or hire local employees directly in the way a WFOE can. Joint ventures require a Chinese partner and a negotiated contract, which adds time and complexity.
Two other decisions matter early:
- Registered capital. This is the amount you commit to contribute. It appears in your articles of association and on public records. Some sectors and cities have minimum expectations, and banks and tax authorities look at whether the figure is credible for your planned operations. Do not treat it as a formality.
- Business scope. Chinese authorities expect a precise description of permitted activities, often drawn from standard wording. If your activity needs a pre-approval or a special licence (for example in education, healthcare, logistics or certain food activities), the timeline extends well beyond company registration itself.
Documents German founders typically need
Requirements differ by city, but the core document set is fairly consistent. Prepare these early, because notarisation and legalisation take time.
Corporate and identity documents
- German parent company documents if the shareholder is a company: certificate of incorporation or commercial register extract (Handelsregisterauszug), articles of association, and a board or shareholder resolution approving the China investment.
- Passport copies of the legal representative, directors, supervisors and shareholders (for individuals).
- Proof of address for the German entity and, where requested, for individuals.
- Power of attorney if a local agent or lawyer files on your behalf.
Documents issued in Germany generally need notarisation and then legalisation for use in China. Germany is a party to the Apostille Convention, but China's acceptance of apostilles for commercial documents should be confirmed with your adviser and the receiving authority in the specific city, as practice has changed and can vary. Where legalisation through a Chinese embassy or consulate is required, build several weeks into your plan. Translations into Chinese are normally required and should be done by an accepted translation provider.
China-side documents
- Lease agreement for the registered office address, plus the landlord's property certificate. The address must be suitable for registration; some cities restrict residential addresses.
- Articles of association for the new company, usually prepared in a standard template and adapted to your governance and capital arrangements.
- Appointment documents for the legal representative, directors, supervisor and general manager.
- Name reservation for the Chinese company name, submitted through the market regulator's online system.
The registration sequence, step by step
Most cities now run company establishment through a single online portal operated by the Administration for Market Regulation (AMR), often called the enterprise registration system. The practical sequence looks like this:
- Name check and reservation. Submit proposed Chinese names. Names must be distinctive and must not conflict with existing registrations. Allow a few working days, and be ready to submit alternatives.
- Prepare and legalise the document package. This is often the longest lead item. Start it before or alongside the name check.
- Submit the establishment application. Upload the articles, shareholder and director information, registered address documents and the business scope. A local agent can usually submit electronically using a digital certificate.
- Receive the business licence. Once approved, the AMR issues the business licence (营业执照), which contains the unified social credit code. This is the company's legal birth certificate.
- Carve the company seal set. Seals are still central to Chinese business practice. The set usually includes the company seal, legal representative seal, finance seal and, where applicable, a contract seal and invoice seal. Seals are made through approved providers and registered.
- Register with the tax authority. The company is entered into the tax system, chooses its accounting method and, where relevant, applies for VAT taxpayer status and invoice issuance. You also need to appoint a bookkeeper or accounting firm; Chinese bookkeeping rules require filings even when there is no revenue.
- Open a bank account. You need a basic deposit account (基本存款账户) for operations and, if you will receive foreign capital, a foreign currency capital account. Banks conduct know-your-customer checks on the company, its beneficial owners and the legal representative, and often require the legal representative to appear in person. This step can take one to three weeks depending on the bank and city.
- Foreign exchange and capital contribution. Foreign capital is registered with the foreign exchange authority through the bank. Shareholders then remit registered capital from abroad, and the bank processes the inward remittance and capital verification. The timing and amount should match your articles and any committed contribution schedule.
- Social insurance and housing fund registration. If you hire employees, register with the local social insurance and housing fund authorities. Employers usually handle this through the local human resources and social security bureau, often online.
- Ongoing compliance. Set up monthly or quarterly bookkeeping, annual statutory audit where required, annual reporting to the AMR, and tax filings. Missing filings creates penalties and can affect your ability to remit funds or change the company later.
Realistic timeline
Founders often ask for a single number. The honest answer is a range, because document legalisation and banking dominate the schedule.
- Document preparation and legalisation: typically three to six weeks, longer if translations or consular legalisation are needed.
- Name reservation and AMR application: roughly one to three weeks if the package is complete and the address is accepted.
- Seals, tax registration and basic bank account: another two to four weeks, with bank onboarding often the variable step.
- Foreign currency account and first capital remittance: one to three weeks after the basic account is active, depending on the bank and the source of funds.
A well-prepared WFOE in a major city might therefore reach an operating state in about two to three months, while a file with legalisation delays, a restricted business scope, a regulated industry licence or an unusual shareholder structure can take considerably longer. Treat any promise of a fixed date with caution.
Practical tips for German founders
- Start the legalisation work first. It is the item most likely to delay everything else.
- Choose the registered address carefully. Landlord cooperation for property documents is not optional; a reluctant landlord can stall the file.
- Appoint a reliable legal representative. This person carries real responsibilities, and banks and authorities will want to see them.
- Budget for compliance, not just registration. Accounting, audit, seals, address and annual filings are recurring costs.
- Keep your German and Chinese advisers aligned. German corporate approvals, Chinese foreign investment rules and bank KYC requirements should be checked together, not in sequence.
None of the above replaces professional advice. Registration rules, sector licensing and banking practice change, and the correct structure depends on your activity, ownership and hiring plans. Use this guide to prepare questions, then confirm the specifics with a qualified lawyer or corporate services firm in the city where you intend to register.