Published · Serbia

China company registration: documents, steps and timeline

A practical guide for Serbian founders on registering a company in China, covering required documents, the step-by-step process, and typical timelines. General information only, not legal or tax advice.

So you’re a founder from Serbia and you’ve decided to set up a company in China. Whether you’re drawn by the size of the market, a manufacturing partner, or a chance to be closer to your supply chain, the registration process can feel daunting. This guide walks you through the documents you’ll need, the steps involved, and a realistic timeline—without the fluff. Remember, this is general information, not legal or tax advice. Always consult a qualified professional for your specific situation.

First things first: choose your structure

Before you start collecting documents, you need to decide on the type of legal entity. Most foreign founders choose a Wholly Foreign-Owned Enterprise (WFOE) because it allows full control and the ability to generate revenue. Other options include a Joint Venture (JV) with a Chinese partner or a Representative Office (RO), which is limited to non-profit activities like market research. For most Serbian founders looking to do business, a WFOE is the go-to. Keep in mind that the registered capital requirement has been relaxed for many industries, but you still need to declare an amount that makes sense for your operations.

Documents you’ll need

Gathering the right paperwork is often the most time-consuming part. The exact list can vary by city and industry, but here’s a core set you should prepare.

For the Serbian parent company (if applicable)

• Certificate of incorporation of your Serbian company, notarized and legalized (or apostilled, if applicable).
• Articles of Association or equivalent constitutional documents.
• Board resolution authorizing the establishment of the Chinese entity.
• Passport copies of the legal representative and directors.
• Proof of address for the Serbian company (e.g., utility bill or bank statement).

These documents typically need to be translated into Chinese by a certified translation agency. The notarization and legalization process can take a few weeks, so start early.

For the Chinese entity

• Company name (provide 3–5 alternatives for pre-approval).
• Registered address in China (can be a virtual office or a physical space; lease agreement required).
• Business scope (describe your planned activities; some require special licenses).
• Articles of Association for the WFOE.
• Appointment documents for the legal representative, supervisors, and managers.
• Capital contribution plan (amount and timeline).

If you’re setting up a JV, you’ll also need the joint venture agreement and the Chinese partner’s documents.

Step-by-step registration process

The process has become more streamlined over the years, but it still involves several stages. Here’s a typical sequence for a WFOE.

Step 1: Name pre-approval

Submit your proposed company names to the local Administration for Market Regulation (AMR). This can often be done online. Once approved, you’ll receive a name pre-approval notice, which is valid for a few months. Avoid names that are similar to existing trademarks or contain restricted words.

Step 2: Apply for business license

With the name approved, you submit the full application package to the AMR. This includes the documents listed above, the lease agreement, and the legal representative’s information. If everything is in order, you’ll receive the business license—the key document that legally establishes your company. In many cities, this can take 5–10 working days after submission.

Step 3: Carve the company seals

You’ll need to have official seals made: company seal, legal representative seal, financial seal, and possibly a contract seal. These are required for bank account opening and other formalities. The carving must be done at a authorized seal-making shop, and you’ll need to register the seals with the police.

Step 4: Open a bank account

Open a corporate RMB basic account and a foreign currency capital account. Banks have become more rigorous with due diligence, so expect to provide detailed information about your business and shareholders. The process can take 1–3 weeks, depending on the bank and your profile.

Step 5: Tax registration and invoicing

Register with the tax authorities and obtain your tax identification number. You’ll also need to apply for invoice issuance (fapiao) if you’ll be selling goods or services. This step is often done online or at the local tax bureau.

Step 6: Other registrations

Depending on your industry, you may need additional licenses or filings, such as for food, education, or import/export. Also, register with the social insurance and housing fund authorities if you’ll hire employees.

Timeline: what to expect

Assuming you have all documents ready and there are no major hiccups, here’s a realistic timeline:

• Document preparation and legalization: 2–4 weeks (longer if translations and notarization are slow).
• Name pre-approval: 1–3 working days.
• Business license application: 5–10 working days.
• Seal carving and registration: 2–3 working days.
• Bank account opening: 1–3 weeks.
• Tax registration and other filings: 1–2 weeks.

In total, from start to finish, you can expect 2 to 4 months for a straightforward WFOE. If you need special licenses or face delays in document legalization, it could take longer. The good news is that many cities have simplified procedures, and with a reliable local advisor, the process can be smoother.

Practical tips for Serbian founders

• Get a local advisor: A reputable law firm or corporate services provider can help navigate the paperwork and avoid common pitfalls.
• Choose your city wisely: Cities like Shanghai, Beijing, and Shenzhen have more experience with foreign investment, but smaller cities may offer incentives. Consider your industry and market.
• Registered address matters: You need a legitimate address; virtual offices are common but ensure they are approved for registration.
• Language barrier: All documents must be in Chinese. Invest in certified translations.
• Post-registration compliance: Don’t forget about annual reporting, tax filings, and accounting. Hire a bookkeeper or accountant early.

Setting up a company in China is a significant step, but with the right preparation, it’s achievable. This guide gives you a roadmap, but always seek professional advice tailored to your situation. Good luck!