Setting Up a Limited Liability Company in China

Company FormationSetting Up a Limited Liability Company in ChinaThe decisions, documents and sequence required to move from a company plan to an entity that can actually operate.By Kilian Oudard, Co-Founder & Managing Director·November 20, 2025·3 min readLast regulatory review: August 13, 2026In briefCompany formation is a connected sequence. Shareholders, business scope, address, foreign documents, registration, company seals and banking must all match. A weak decision at the beginning can block several later steps.Decisions to make before filingStart by defining who will own the company, what it will actually sell, where it will be registered and who will hold the key governance roles. A filing is much easier when these questions are resolved before documents are signed.DecisionQuestionWhy it mattersShareholdingIndividuals, companies, Chinese or foreign owners?Determines the structure and supporting documentsActivityWhat goods or services will be invoiced?Shapes the business scope and possible licencesAddressCan the premises support registration?Address evidence is part of the fileGovernanceWho will be legal representative and bank signatory?These people appear in several procedures1. Select the structureA domestic company has Chinese shareholders. A foreign-invested company has a foreign individual or corporate shareholder. A joint venture combines Chinese and foreign shareholders. The choice should also reflect control, governance, available documents and the intended decision-making process.Make ownership visibleCreate a one-page ownership chart showing each shareholder, nationality, percentage and representative. It quickly reveals which foreign documents need certification and where names must be standardised.2. Validate the registered address before signingThe authority expects a coherent evidence chain, not just an address on a form. This may include the lease, ownership evidence, a use certificate and the owner's identification. A commercially suitable office may still be unsuitable for the proposed registration.Collect the premises documents before paying a substantial deposit.Compare the permitted use of the property with the planned activity.Check that the address is written identically on every document.Use a lease condition where administrative acceptance still needs confirmation.3. Build a consistent shareholder fileIndividual, corporate, domestic and foreign shareholders require different evidence. Foreign documents may need certification, authentication and translation. Consistency is critical: name, address or registration-number differences can trigger corrections.ShareholderPrepareMain riskIndividualPassport, contact details and signaturesInconsistent name transcriptionForeign companyCorporate register, representative and ownership chainCertification and translationChinese companyBusiness licence and representative detailsOutdated registry information4. Follow the registration sequence1.Finalise the name, business scope, shareholding, governance and address.2.Prepare and sign the forms and shareholder documents.3.Submit online and answer any correction request.4.Provide physical originals where the local process requires them.5.Collect the business licence and arrange the company seals.PhaseIndicative timeExpected outputPreparation1 to 2 days, excluding certificationA file ready to submitOnline review2 to 3 daysAcceptance or correction requestFinalisation1 to 2 daysLicence and company sealsThese periods do not necessarily include finding premises, authenticating foreign documents or correcting inconsistencies. Build the schedule from the actual file, not only from administrative review time.5. Make the company operationalThe business licence creates the entity, but it does not enable payments by itself. Banks may inspect the premises, require the legal representative to attend and review the intended activity. Online banking, payment limits and internal seal controls must then be organised.Assign custody and approval rules for every company seal.Prepare the bank appointment and required attendees.Confirm online-banking access and payment limits.Coordinate the next tax, accounting and customs registrations where relevant.Mistakes that delay formationSigning a lease before confirming the address can be registered.Using different name translations across the file.Choosing a business scope that does not match the real model.Budgeting only for registration and forgetting certification or banking.Treating the business licence as the end of the project.“A company is ready when it can sign, invoice, receive funds, make payments and show who controls each action.”Related ServicesChina Company FormationTurn the checklist into an operating plan.Vyrion coordinates the local steps, documents and counterparties required for your project in China.Discuss your projectExplore our services