Published by ChinaMNC · Lan

Registering a company in China: documents, steps and timeline

A practical guide for founders setting up a company in Lan, Shanxi, covering required documents, registration steps, and expected timelines under China's company law and local regulations.

Why Lan, Shanxi?

Lan County (岚县) is located in Lüliang, Shanxi Province. While not a major metropolitan hub, it offers lower operating costs and local government incentives for certain industries. However, company registration follows the same national legal framework as elsewhere in China, with some local procedural variations. This guide outlines the documents, steps, and timeline for registering a limited liability company in Lan.

Legal Framework and Company Type

Foreign founders typically establish a Wholly Foreign-Owned Enterprise (WFOE) structured as a limited liability company. The primary law is the Company Law of the People's Republic of China (revised 2023, effective July 2024), along with the Foreign Investment Law. Registration is handled by the local branch of the State Administration for Market Regulation (SAMR) in Lüliang or Lan, depending on jurisdiction.

Key considerations for Lan

Check if your business activity falls under the Negative List for Foreign Investment. Most manufacturing, trading, and consulting activities are permitted.
Lan may have specific local incentives for agriculture, renewable energy, or tourism—verify with the Lan County Commerce Bureau.
Registered address must be a commercial property; residential addresses are generally not allowed for foreign-invested enterprises.

Required Documents

Prepare the following documents. All foreign-language documents must be translated into Chinese and notarized/legalized.

Investor documents: For corporate investors, certificate of incorporation, articles of association, and board resolution; for individual investors, passport copy. These must be notarized and legalized (or apostilled under the Hague Convention).
Legal representative: Appointment letter, passport copy, and resume.
Company name: 3-5 proposed Chinese names (format: Shanxi Lan [Industry] [Company Type] Co., Ltd.).
Registered address: Lease contract and property ownership certificate. If using a virtual office, ensure it is approved for foreign investment.
Articles of Association: Must comply with Chinese law.
Business scope: Clearly defined; some activities require pre-approval.
Capital contribution plan: Under the 2023 Company Law, shareholders must contribute capital within 5 years. No minimum for most WFOEs, but must be realistic.

Additional documents for foreign investors

Notarized and legalized passport copy of the foreign legal representative.
Proof of foreign investor's bank account (for capital injection).
If applicable, approval from the local Development and Reform Commission (NDRC) for certain sectors.

Registration Steps

The process involves several government agencies. In Lan, some steps can be done online via the Shanxi Government Service Network, but foreign investment registration often requires in-person visits.

Step 1: Name pre-approval

Submit proposed names to SAMR. This can be done online. Approval typically takes 1-3 business days.

Step 2: Foreign investment information report

File an initial report with the Ministry of Commerce (MOFCOM) through the Foreign Investment Information Reporting system. This is usually handled by the local commerce bureau in Lüliang.

Step 3: Business license application

Submit the document package to SAMR. If complete, the business license is issued within 3-5 working days. You will receive a unified social credit code.

Step 4: Seal carving

Carve company seals (official seal, financial seal, legal representative seal, invoice seal, contract seal) at a police-approved vendor. Takes 1-2 days.

Step 5: Bank account opening

Open a basic RMB account and a foreign currency capital account. Banks require the business license, seals, and legal representative's presence. Processing time varies (1-2 weeks).

Step 6: Tax registration

Step 7: Capital injection

Inject registered capital into the foreign currency account. The bank will handle foreign exchange registration. Capital can be used for operational expenses after conversion to RMB.

Step 8: Social security and housing fund registration

Required if hiring employees. Register with local social security bureau.

Timeline

Assuming all documents are prepared correctly, the total timeline from submission to operational status is typically 4-8 weeks. Breakdown:

Name pre-approval: 1-3 days
Document preparation and notarization/legalization: 2-4 weeks (done in advance)
Business license: 3-5 working days
Seals: 1-2 days
Bank account: 1-2 weeks
Tax registration: 1-3 days
Total: 4-8 weeks after document readiness

Delays can occur due to document errors, legalization requirements, or local processing times. Engage a local consultant to navigate Lan-specific requirements.

Post-Registration Compliance

Annual report: File with SAMR by June 30 each year.
Tax filing: Monthly or quarterly, even if no revenue.
Foreign exchange: Comply with SAFE regulations for capital and profit repatriation.
Labor law: Employment contracts, social insurance, and work permits for foreign employees.

Practical Tips for Lan

Hire a local registered agent or consulting firm familiar with Shanxi procedures.
Verify the registered address is zoned for commercial use and accepts foreign investment.
Consider the availability of banking services in Lan; some international banks may not have branches, so you may need to work with a bank in Taiyuan or Lüliang.
Keep all original documents; many agencies require hard copies.
Learn basic Chinese or have a translator for government interactions.

Disclaimer

This article provides general information only and does not constitute legal, tax, or investment advice. Regulations and procedures change frequently. Consult a qualified professional and verify all requirements with the relevant Chinese authorities before proceeding. The author and publisher assume no liability for any actions taken based on this information.