Published by ChinaMNC · Liandou

Registering a company in China: documents, steps and timeline

A practical guide for founders setting up a company in Liandou, Zhejiang, covering required documents, registration steps, and typical timelines under China's Foreign Investment Law.

Why Liandou, Zhejiang?

Liandou, located in Zhejiang Province, is part of China's dynamic Yangtze River Delta economic zone. While not as internationally known as Shanghai or Hangzhou, Zhejiang offers a business-friendly environment with streamlined administrative procedures. For foreign founders, registering a company in Liandou follows China's national framework, with local specifics handled by the Liandou Market Supervision Administration (MSA) and other authorities. This guide outlines the documents, steps, and timeline you can expect when setting up a foreign-invested enterprise (FIE) in Liandou.

Legal Framework and Company Types

Since January 1, 2020, the Foreign Investment Law (FIL) governs foreign-invested enterprises in China. The previous separate laws for Sino-foreign equity joint ventures, cooperative joint ventures, and wholly foreign-owned enterprises (WFOEs) were repealed. Now, foreign investors can establish a company as either a limited liability company (LLC) or a joint stock company, with the LLC being the most common choice for founders. The FIL guarantees national treatment for FIEs in most sectors, but certain industries remain on the Negative List, requiring special approval. Before proceeding, check whether your business scope falls under the Negative List; if it does, additional approvals may be needed.

Required Documents for Company Registration

Preparing the right documents is critical. The following are typically required for registering a foreign-invested LLC in Liandou. Note that documents executed outside China may need notarization and legalization (or apostille, depending on China's treaty status) and Chinese translation.

1. Investor Documents

• For corporate investors: Certificate of incorporation, articles of association, and board resolution authorizing the investment. These must be notarized and legalized/apostilled.
• For individual investors: Passport copy, notarized and legalized/apostilled.
• Proof of address for the investor (e.g., utility bill or bank statement).

2. Company Formation Documents

• Company name: Provide 3-5 proposed names in Chinese for pre-approval. Names must follow China's naming rules (e.g., include industry and organizational form).
• Articles of Association (AoA): The company's constitutional document, specifying governance, capital, and profit distribution.
• Registered capital: State the amount and currency. While minimum capital requirements have been relaxed for most industries, some sectors (e.g., banking, education) have specific thresholds. Ensure the capital is realistic and justifiable.
• Business scope: Define your activities in Chinese. The scope must align with the Negative List and industry classification.
• Legal representative: Name and details of the person who will represent the company. This person can be a foreigner but must have a Chinese visa or residence permit.
• Directors, supervisors, and managers: List their names and identification. A supervisor is required and cannot be the same as the director or legal representative.
• Registered address: Provide a lease agreement or property ownership certificate for your office in Liandou. Virtual addresses may be acceptable in some cases, but confirm with local authorities.

3. Additional Documents

• Power of Attorney if an agent handles the registration.
• Foreign exchange registration form (for capital account).
• Commitment letter on compliance with Chinese laws.

Step-by-Step Registration Process

The process involves several government bodies. While procedures are increasingly online, expect to visit offices in person for certain steps.

Step 1: Name Pre-Approval

Submit proposed company names to the Liandou MSA for approval. This can be done online via the Zhejiang Government Service Network. Approval typically takes 1-3 business days. Once approved, the name is reserved for a period (usually 6 months).

Step 2: Prepare and Notarize Documents

Gather and notarize/legalize investor documents in your home country. This step can take 2-4 weeks depending on your location and the efficiency of local authorities. Ensure translations are accurate and done by a certified translator.

Step 3: Submit Registration Application

File the application with the Liandou MSA, either online or at the local service center. Include all required documents, including the AoA and investor credentials. The MSA will review for completeness and compliance. If issues arise, you may be asked to amend documents.

Step 4: Obtain Business License

Upon approval, the MSA issues the business license, which is the legal birth certificate of your company. This typically takes 3-5 business days after submission. The license includes your unified social credit code.

Step 5: Post-Registration Filings

After getting the business license, complete these essential filings:

• Company seal carving: Make official seals (company seal, legal representative seal, finance seal, invoice seal) at a licensed seal maker. This takes 1-2 days.
• Bank account opening: Open a RMB basic account and a foreign currency capital account. Banks require the business license, seals, and legal representative's ID. Processing time varies (1-2 weeks).
• Tax registration: Register with the tax authority and choose a taxpayer status (small-scale or general). This is often done automatically via the business license, but you may need to confirm.
• Foreign exchange registration: Register with SAFE (State Administration of Foreign Exchange) to enable capital inflows. This is usually handled through the bank.
• Customs registration: If you plan to import/export, register with customs.
• Social security and housing fund registration: Required if you hire employees.

Timeline Overview

The total timeline for registering a company in Liandou can range from 4 to 8 weeks, depending on document readiness and government processing times. Here's a breakdown:

• Name pre-approval: 1-3 business days.
• Document notarization/legalization: 2-4 weeks (varies by country).
• Registration application review: 5-10 business days.
• Business license issuance: 3-5 business days after approval.
• Post-registration procedures (seals, bank, tax): 1-3 weeks.

Factors that can delay the process include incomplete documents, issues with notarization, or additional approvals for restricted industries. Working with a local professional (e.g., a lawyer or corporate service provider) can help navigate complexities and reduce delays.

Key Considerations

• Registered capital: While minimum capital is largely abolished, the capital should be sufficient for operations. The subscribed capital must be paid within the period stated in the AoA (usually within 10-20 years).
• Legal representative: This person bears legal responsibilities. Ensure they understand their duties and have the proper visa status.
• Business scope: Keep it concise and aligned with your actual activities. Overly broad scopes may raise questions.
• Annual compliance: After registration, remember annual reporting, tax filings, and audit requirements (if applicable).

Disclaimer

This article provides general information and does not constitute legal, tax, or professional advice. Regulations and procedures may change. Consult with qualified professionals and local authorities in Liandou for the most current requirements before proceeding.