Published · Spain

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

A practical guide for founders from Spain on registering a company in China: the documents you will need, the steps involved, realistic timelines, and common pitfalls, with a note that this is general information, not legal or tax advice.

Setting up a company in China is a well-trodden path for Spanish founders, but it is not a quick online formality. The process involves notarised and legalised paperwork from Spain, a registered capital commitment, a physical or serviced address in China, and several government approvals that must be completed in sequence. This guide walks you through the documents, the steps and the timeline so you can plan realistically. It is general information only and is not legal or tax advice; always confirm details with a qualified professional and the relevant Chinese authorities before you commit money.

First, decide what kind of entity you need

Most Spanish founders choose one of two structures:

• Wholly Foreign-Owned Enterprise (WFOE) — a limited liability company owned entirely by your Spanish entity or by you personally. This is the most common choice for founders who want to control a local team, invoice Chinese customers and repatriate profits.
• Joint Venture (JV) — a company shared with a Chinese partner. Sometimes required in restricted sectors, and sometimes chosen for market access, but it adds governance complexity.

There are also representative offices (which cannot earn revenue) and, for some activities, a branch of the Spanish company. Sector matters: some activities are on the negative list and require special approval or a Chinese partner. Check your specific business scope before doing anything else, because it determines whether a WFOE is even possible.

The documents you will need from Spain

Chinese authorities require Spanish corporate and personal documents to be notarised, then legalised, then translated into Chinese. Since Spain is a party to the Apostille Convention, the legalisation step is normally an apostille rather than consular legalisation, but confirm the current requirement with the receiving authority, as practice can vary by city and by document type.

Typical documents for a WFOE owned by a Spanish company include:

• Certificate of incorporation of the Spanish company, plus articles of association or equivalent constitutional documents.
• Certificate of good standing or equivalent, often issued shortly before submission.
• Board resolution authorising the investment and appointing the legal representative in China.
• Passport copies of directors, the legal representative and shareholders (for corporate shareholders, the corporate documents above).
• Proof of the registered address in China — a lease or a serviced-office agreement, plus the landlord's property certificate in many cities.
• Bank reference letter or proof of funds, sometimes requested depending on the city and the registered capital.
• Articles of association for the new Chinese company, drafted to local templates.
• Name pre-approval application, with several candidate names in Chinese.

If you are the sole individual shareholder, the list is shorter but still includes your passport, a notarised and apostilled statement, proof of address and the China address documents. Notarisation and apostille in Spain can take days to a few weeks depending on the notary and the issuing body; Chinese translation must be done by an accepted translation agency and stamped.

The registration steps, in order

1. Name pre-approval

You submit several candidate Chinese names to the local market regulation authority (SAMR). Names must follow Chinese naming rules and must not conflict with existing registrations. This is usually quick but can require a second round if names are rejected.

2. Prepare and legalise the document package

While the name is being checked, gather, notarise, apostille and translate the Spanish documents. This is the step that most often delays Spanish founders, because it happens in Spain and depends on Spanish notaries and registries, not on China.

3. Submit the establishment application

File the application with SAMR, including the articles of association, shareholder documents, legal representative details, registered address and business scope. Approval leads to the business licence, the core document that brings the company into existence.

4. Company chop and bank account

After the licence, you have the official chops (seals) made — company seal, legal representative seal, finance seal and, if needed, invoice seal. Then open a capital account and a basic RMB account at a bank. Banks apply their own due diligence and may ask for additional documents and for the legal representative to appear in person.

5. Capital contribution

Shareholders subscribe registered capital and contribute according to the articles. Under current rules, the contribution period is stated in the articles and is subject to the applicable company law regime; the amount and timing should be agreed with your adviser, because they affect credibility with banks and partners. Foreign currency contributions must go through the capital account and be registered with the foreign exchange system.

6. Tax, customs and social insurance registration

Register with the tax authority, complete the tax status setup, and — if you will import or export — register with customs and the foreign trade authorities. Register as an employer for social insurance and housing fund where you hire staff.

7. Post-establishment items

Depending on your activity, you may need sector licences (for example food, education, logistics or online services). You will also need to arrange bookkeeping, invoicing systems and annual reporting obligations.

Realistic timeline

Assuming a straightforward WFOE in a city with standard processing, plan for the following:

• Document preparation and legalisation in Spain: roughly 2–6 weeks, sometimes longer if a registry is slow.
• Name pre-approval: a few working days to two weeks.
• SAMR review and business licence: commonly 1–3 weeks, depending on the city and whether the application is complete.
• Chops and bank accounts: 1–3 weeks, with bank onboarding the main variable.
• Tax and related registrations: 1–2 weeks after the licence.

In practice, a clean WFOE often takes around 6–10 weeks from start to a functioning bank account, and longer if sector approvals, a joint venture or a difficult address are involved. Do not book office space or hire staff on the assumption of a fixed date.

Practical tips for Spanish founders

• Start the Spanish paperwork early. Notarisation and apostille are outside China's control and are the most common source of delay.
• Use a reliable local registered address. Many cities scrutinise addresses closely; a serviced office with a compliant landlord is often simpler than a residential address.
• Keep your business scope precise but not too narrow. It affects invoicing and licensing; drafting it well avoids later amendments.
• Budget for ongoing compliance. Bookkeeping, annual filings and tax reporting are mandatory even when the company is quiet.
• Get local advice on tax and employment. Rules differ by city and change; a local accountant and lawyer are worth the cost.

Registering a company in China is manageable for a Spanish founder who plans the document chain carefully and allows realistic time for bank onboarding and licensing. Treat this article as a planning checklist, not as legal or tax advice, and validate every step with a qualified adviser in China before you proceed.