Published by ChinaMNC · Yixing
Registering a company in China: documents, steps and timeline
A practical guide for founders setting up a company in Yixing, Jiangsu, covering required documents, registration steps, and expected timelines under China's Foreign Investment Law.
Why Yixing, Jiangsu?
Yixing is a county-level city in Jiangsu Province, known for its ceramics industry and growing manufacturing base. For foreign founders, setting up a company here follows the same national framework as elsewhere in China, with local procedures administered by the Yixing Administration for Market Regulation (AMR) and other municipal authorities. This guide outlines the documents, steps, and timeline for registering a foreign-invested enterprise (FIE) in Yixing, based on publicly available regulations. It does not constitute legal advice; always consult local professionals.
Legal Framework and Company Type
Since the Foreign Investment Law (FIL) took effect on January 1, 2020, foreign-invested enterprises are generally established under the Company Law, with the FIL providing additional protections and requirements. The most common vehicle for foreign founders is the limited liability company (LLC), referred to as a wàishāng dúzī yǒuxiàn gōngsī (wholly foreign-owned enterprise, WFOE) when there is a single foreign investor, or a Sino-foreign equity joint venture if a Chinese partner is involved. For most small to medium founders, a WFOE is the standard choice.
Key Documents Required
Document requirements can vary slightly by local authority, but the following are typically needed for a WFOE in Yixing:
- Investor documents: For a foreign corporate investor, a notarized and apostilled (or consular legalized, if applicable) certificate of incorporation, articles of association, and board resolution. For an individual investor, a notarized passport copy. These must often be translated into Chinese.
- Registered address proof: A lease agreement and property ownership certificate for the Yixing office address. The address must be zoned for commercial use.
- Legal representative documents: Appointment letter, passport copy, and a recent photograph. The legal representative can be a foreign national.
- Articles of Association (AoA): Tailored to the company's governance, share structure, and business scope.
- Shareholder resolution: Authorizing the establishment of the WFOE and appointment of directors and supervisors.
- Business scope: A clear description of planned activities, using standardized wording from the Negative List and local AMR guidelines.
- Name pre-approval application: Proposed company name (Chinese), typically in the format: Yixing + [trade name] + [industry] + Co., Ltd.
Note that documents executed outside China generally require notarization and apostille (under the Hague Apostille Convention, effective in China from November 7, 2023) or consular legalization if the document originates from a non-Hague country. Local authorities may request additional documents depending on the business scope.
Step-by-Step Registration Process
1. Name Pre-Approval
Submit a proposed company name to the Yixing AMR through the national enterprise registration system. This can often be done online. The name must not conflict with existing registered names. Approval typically takes 1–3 working days.
2. Prepare and Submit Registration Documents
Once the name is approved, compile the document package and submit it to the Yixing AMR. Many localities now accept online submission via the Jiangsu Provincial Government Service Platform, followed by physical submission of originals if required. The AMR reviews the application for compliance with the Company Law and FIL.
3. Obtain Business License
After approval, the AMR issues the business license (营业执照), which includes the unified social credit code. This is the key document for subsequent steps. Processing time is typically 3–7 working days after a complete submission.
4. Make Capital Contributions
Under the Company Law, shareholders must subscribe to registered capital and pay it in according to the articles of association. Since July 1, 2024, new LLCs generally must pay in registered capital within five years, subject to transition rules. Foreign currency contributions must go through a bank and may require foreign exchange registration.
5. Carve Seals and Open Bank Account
Company seals (official seal, financial seal, legal representative seal, invoice seal) must be carved at a licensed seal-making shop and registered with the public security bureau. Then open a basic RMB bank account and, if needed, a foreign currency account. Banks typically require the business license, seals, legal representative ID, and sometimes proof of address.
6. Tax and Customs Registration
Register with the Yixing tax authority (now often integrated with the business license process) and, if applicable, with customs for import/export activities. Tax registration includes choosing a taxpayer status (small-scale or general VAT taxpayer).
7. Foreign Exchange and Other Registrations
Foreign-invested enterprises must complete foreign exchange registration with the State Administration of Foreign Exchange (SAFE) or its local branch, often handled through the bank. Additionally, register with the local statistics bureau and, if hiring, with the social insurance and housing fund authorities.
8. Sector-Specific Approvals
If the business scope falls under the Negative List for Foreign Investment, a pre-approval or filing may be required. Most manufacturing and service activities outside the Negative List only require post-establishment filing. Check the latest Negative List (effective November 1, 2024) and consult local authorities.
Estimated Timeline
Assuming all documents are in order and no sector-specific approvals are needed, the process from name pre-approval to business license typically takes 2–4 weeks. Additional steps (bank account, seals, tax registration) can add another 1–2 weeks. Delays may occur due to document legalization, translation, or local review. The entire process, from initial preparation to a fully operational company, often takes 4–8 weeks.
Practical Tips for Yixing
- Engage a local agent: A licensed registration agent or law firm in Jiangsu can help navigate local requirements and translate documents.
- Confirm address zoning: Ensure the registered address is approved for commercial use; residential addresses are generally not accepted.
- Keep originals ready: Some steps require physical submission of notarized documents.
- Monitor policy updates: China's company law and foreign investment rules change; verify current requirements with the Yixing AMR or a professional advisor.
Disclaimer
This article provides general information based on publicly available regulations and is not legal, tax, or investment advice. Procedures and document requirements may change and can vary by local authority. Founders should consult qualified local professionals and verify all details with the Yixing Administration for Market Regulation and other relevant authorities before proceeding.