Published · Vietnam

China Company Registration: Documents, Steps and Timeline for Vietnamese Founders

A practical guide for Vietnamese founders on registering a company in China: the documents you need, the registration steps, realistic timelines, and common pitfalls to watch for, with a note that this is general information rather than legal or tax advice.

Setting up a company in China is a familiar move for many Southeast Asian founders, and Vietnamese entrepreneurs are increasingly exploring it—whether to sell into the Chinese market, source products, run an e-commerce operation, or build a regional base. The process is structured and rule-based, but it differs in important ways from company formation in Vietnam. This guide walks you through the documents, steps and timeline for registering a company in China as a foreign investor. It is general information only, not legal or tax advice, and you should confirm details with a qualified professional before committing.

First, understand the structure you are registering

Most Vietnamese founders set up a foreign-invested enterprise (FIE), usually in the form of a limited liability company (LLC). This is the standard vehicle for foreign individuals and companies doing business in China. You will need a legal representative (a person, often the founder, who signs on behalf of the company), a registered address in China, and a business scope that describes your activities.

Two practical points matter early. First, your business scope must be permitted under China's foreign investment rules; some sectors are restricted or require special approval. Second, the registered address must be a real, usable address accepted by the local market regulator—many founders use a serviced office or an incubator address, but policies vary by city and district.

Documents you will typically need

Requirements vary by city and by the type of business, but the core document set for a foreign-invested LLC generally includes the following.

Investor and identity documents

• Passport copy of the Vietnamese founder (or founders), clearly showing the photo page and signature page.
• If the investor is a Vietnamese company, its certificate of incorporation, business registration, and constitutional documents, usually notarised and legalised (or apostilled where applicable) and accompanied by a Chinese translation.
• Proof of address for the investor, such as a utility bill or bank statement, depending on local practice.
• Bank reference letter or evidence of funds, sometimes requested during the process.

Company formation documents

• Company name in Chinese (and often an English version), submitted for pre-approval. Prepare several alternatives; names can be rejected for similarity or for containing restricted words.
• Articles of association (the company charter), describing governance, capital and profit distribution.
• Business scope wording, drafted to match permitted activities and local regulator expectations.
• Registered capital figure and contribution schedule. China moved largely to a subscribed capital system, but the amount and timing still matter for credibility, licensing and bank accounts.
• Legal representative appointment documents, plus a copy of that person's ID or passport.
• Directors, supervisors and manager information (names, IDs, roles).
• Lease agreement or property ownership certificate for the registered address, plus the landlord's documentation where required.

Signatures and notarisation

Documents signed outside China often need notarisation and consular legalisation, or an apostille if the relevant convention applies to the document's origin. Signatures should be consistent across documents. Vietnamese founders frequently lose time here, so plan the paperwork trail early and keep scanned copies of everything.

The registration steps, in order

The exact sequence can vary by city, and some steps overlap, but a typical path looks like this.

Step 1: Name pre-approval

Submit proposed company names to the local Administration for Market Regulation (AMR). Approval of a name reserves it for a period, so this is usually the first formal move. Keep alternatives ready.

Step 2: Prepare and sign the formation package

Draft the articles, business scope, capital schedule and appointment documents. Arrange notarisation and legalisation for foreign-signed or foreign-issued documents, and translate them into Chinese where required.

Step 3: Submit for business licence

File the application with the local AMR, often through an online portal with physical document submission. On approval you receive the business licence, which is the company's core registration certificate.

Step 4: Company seal (chop) carving

Order the official seals—typically the company seal, legal representative seal, finance seal and contract seal. Seals are filed with the public security authorities in many places. In China, the company seal carries significant legal weight, so control it carefully.

Step 5: Bank account opening

Open a basic deposit account with a bank in China. Expect enhanced due diligence for foreign-invested companies: identity documents, business licence, seals, lease agreement and sometimes evidence of the parent company's activities. This step can take longer than founders expect.

Step 6: Tax and customs registration

Register with the tax authority and complete the initial tax reporting setup. If you will import or export, register with customs and obtain the relevant documentation. You may also need foreign exchange registration and, depending on your activities, sector-specific licences.

Step 7: Social insurance and other registrations

If you hire staff, register for social insurance and housing fund contributions as required locally. Some cities require additional filings, such as statistics registration.

Realistic timeline

Timelines depend heavily on the city, the completeness of your documents, the sector and how quickly you respond to regulator questions. As a planning guide rather than a promise:

• Name pre-approval: a few working days to a couple of weeks.
• Document preparation and legalisation: often two to six weeks, largely driven by notarisation and legalisation in Vietnam and translation time.
• Business licence: commonly one to four weeks after a complete filing, longer if the business scope needs clarification or approval.
• Seals: a few working days.
• Bank account: one to three weeks, sometimes longer for foreign-invested entities.
• Tax and customs setup: one to three weeks, depending on the city and the complexity of your activities.

In practice, founders who prepare documents carefully and use experienced local support can move through the core registration in roughly six to twelve weeks. Delays usually come from legalisation, address issues, name rejections or bank due diligence—not from the filing itself.

Common pitfalls for Vietnamese founders

• Underestimating legalisation. Notarisation and legalisation in Vietnam take time; start early and check exactly what the receiving city requires.
• Choosing a weak registered address. A cheap address that the regulator or bank rejects can stall everything.
• Vague business scope. Too broad invites questions; too narrow can block future activities. Draft it thoughtfully.
• Ignoring the seal and bank controls. Establish internal rules on who holds the seals and who can instruct the bank.
• Assuming Vietnam and China work the same way. Reporting, invoicing (fapiao) and tax compliance in China have their own logic; budget for proper accounting support from day one.

A practical next step

Before filing anything, confirm three things: the city and registered address, the exact business scope wording, and whether your sector needs special approval. Then build a document checklist with your local adviser and work backwards from your intended launch date, leaving buffer for legalisation and bank onboarding. Treat the timeline above as a planning tool, not a guarantee, and get professional legal and tax advice tailored to your specific situation before you sign or submit anything.