Published · Portugal

China company registration: documents, steps and timeline

A practical guide for founders from Portugal on registering a company in China: the documents you need, the steps to follow, realistic timelines, and the main pitfalls to watch for. General information only, not legal or tax advice.

Setting up a company in China is a familiar process for many foreign founders, but it is not a form you fill in over a weekend. The rules differ depending on the city, the industry, and whether you are opening a wholly foreign-owned enterprise (WFOE) or a joint venture with a Chinese partner. For founders coming from Portugal, the good news is that the path is well trodden, and the paperwork is predictable once you know what is expected. This article walks through the documents, the sequence of steps, and a realistic timeline. It is general information, not legal or tax advice, and you should confirm details with a qualified local adviser before committing money.

First, decide what kind of entity you need

Most foreign founders choose a WFOE (wholly foreign-owned enterprise), usually structured as a limited liability company. It gives you control and is the standard vehicle for consulting, trading, manufacturing, and many service businesses. If your activity sits on the negative list for foreign investment, you may need a Chinese partner or may be barred entirely, so check the current national and local versions before you design anything. A joint venture can make sense where local licences, land, or distribution relationships matter. A representative office is narrower: it cannot earn revenue, so it suits liaison work only. Choosing wrongly at this stage is expensive to fix later, so spend time on it.

Documents you will need

Expect to assemble a document pack for the market supervision authority (the body that handles business registration), plus separate packs for tax, banking, and any sector licence. Requirements vary by city, but the core list is fairly consistent.

Corporate and identity documents

• Passport copies of every shareholder, legal representative, supervisor, and executive, usually notarised and, where required, legalised or apostilled. Portugal is a party to the Apostille Convention, which simplifies this, but Chinese authorities may still ask for a Chinese translation prepared by an accepted translation agency.
• Proof of address for the legal representative and, in some cities, for shareholders.
• Parent company documents if your shareholder is a Portuguese company: certificate of incorporation, articles, and a board resolution approving the China investment. These typically need notarisation, apostille, and translation.
• Beneficial ownership information, tracing ownership up to the ultimate individuals.

Business and premises documents

• Proposed company names, ideally three to five, in Chinese and English, checked for availability.
• Business scope wording that matches the standard catalogue used locally; free-text ambitions often get rejected.
• Registered capital and shareholder contribution schedule. Capital is a real commitment; pick a figure you can fund.
• Lease agreement and property certificate for the registered address, plus the landlord's ownership evidence. Some cities accept virtual or incubator addresses for certain activities; confirm before signing.
• Articles of association, usually in a local template adapted to your governance.
• Legal representative appointment documents and, if the legal representative is not a shareholder, the relevant resolution.

Sector-specific items

If you plan to import food, operate a restaurant, provide education, handle logistics, or run an online platform, expect additional licences and inspections. These can dominate the timeline, so map them early.

The registration steps, in order

The sequence below reflects the typical path in a major city. Smaller cities may be faster or slower, and some steps can run in parallel.

1. Name pre-approval

Submit proposed names to the market supervision system. Approval is usually quick, often a few working days, but names that sound generic or resemble well-known brands get rejected. Keep backups.

2. Prepare and notarise the document pack

This is the step that catches Portuguese founders out. Notarisation, apostille, and translation in Portugal can take several weeks, especially if a parent company resolution must be signed by directors abroad. Start this before you travel.

3. Submit the establishment application

File the application, articles, address documents, and identity papers with the market supervision authority. In many cities this is now largely online, with original documents checked later. Approval produces the business licence, the document that proves the company exists.

4. Company chops and bank account

Order the official seals (company chop, legal representative chop, finance chop) from an approved maker. Then open a basic RMB account and, if you need it, a foreign currency capital account. Bank onboarding has become more thorough on anti-money-laundering checks, so expect questions about your business and source of funds. A Portuguese founder may be asked to visit the branch in person.

5. Tax and social insurance registration

Register with the tax authority, sign the tripartite agreement for tax withholding, and enrol for social insurance if you hire locally. Choose between general taxpayer and small-scale taxpayer status with your accountant, since this affects invoicing.

6. Foreign exchange and capital contribution

Register the foreign investment information with the relevant authority and, when you inject capital, ensure the bank records it correctly as registered capital. Keep every remittance document; mismatches cause delays later.

7. Sector licences and post-setup formalities

Apply for any activity-specific permits, customs registration if you import or export, and the invoicing system setup. If you employ staff, complete the employment and work permit steps for foreign nationals.

Realistic timeline

For a straightforward WFOE in a major city with all documents ready, the market supervision approval itself often takes one to three weeks. Chops and bank account opening add two to four weeks, and tax registration another one to two weeks. The notarisation and apostille work in Portugal typically adds two to six weeks before filing. In practice, founders should budget two to four months from decision to an operating company, and longer where a sector licence, a difficult address, or a joint venture negotiation is involved. Cities and industries vary, so treat these as planning ranges, not promises.

Practical tips for Portuguese founders

• Translate consistently. Your Portuguese company name, the Chinese company name, and the names on bank documents should match across the pack.
• Do not under-capitalise. Registered capital is public and must be fundable; a figure that looks impressive on paper can become a cash-flow problem.
• Appoint a reliable legal representative. This person carries legal responsibility, so understand the role before signing.
• Keep the registered address genuine. Authorities do check, and a bad address can freeze your licence.
• Engage a local accountant early. Bookkeeping, invoicing, and tax filing are ongoing obligations from month one, not after your first sale.
• Plan your banking visit. If you must travel to China for account opening, align it with document originals and chop collection.

Registering in China rewards preparation more than speed. Founders who sort notarisation, address evidence, and business scope before filing usually move through the process with fewer surprises. Use this guide as a map, then confirm the specifics for your city and sector with a qualified professional.