If your overseas company plans to establish a business in China, you will need to prepare documents proving the foreign company’s legal status and its authority to make the investment. These documents may need notarization, an Apostille or consular legalization before they can be submitted to the Chinese registration authority.
Foreign-language documents also need to be translated into Chinese according to the requirements of the local Administration for Market Regulation (AMR). Even when your company registration certificate has already been apostilled, the Chinese translation must be prepared correctly for submission.
This guide focuses on overseas companies establishing a foreign-invested enterprise in mainland China, including the documents commonly required from the foreign corporate shareholder.
Can a Foreign Company Register a Business in China?
Yes. An overseas company can invest in and establish a company in China, subject to China’s foreign investment laws and applicable industry restrictions.
The newly established company is generally registered as a foreign-invested enterprise (FIE). Depending on the investment structure, the overseas company may be the sole shareholder or may establish the business with other investors.
Before preparing documents, the investors should confirm the proposed business activities, shareholding structure and intended registration location. These factors may affect the registration procedure and supporting documents required.
What Documents Does an Overseas Company Need?
The exact list depends on the foreign investor’s corporate structure and the requirements of the local registration authority. However, the following categories are commonly relevant.
Proof of Company Registration and Legal Status
The Chinese registration authority needs documents establishing that the overseas investor is a legally registered company.
Depending on the country of incorporation, these may include:
- Certificate of Incorporation
- Business Registration Certificate
- Company Registry Extract
- Certificate of Good Standing
- Other official documents confirming the company’s registration or legal status.
For example, a company incorporated in the United Kingdom may provide a document issued by Companies House, while a company registered in another jurisdiction may use a different type of corporate registration certificate.
The document must identify the overseas company accurately. Its name, registration number and other identifying information should be consistent with the details used in the Chinese registration application.
Corporate Authorisation Documents
The overseas company may also need to demonstrate that the investment or appointment of a representative has been properly authorised.
Depending on the company’s governance arrangements and the receiving authority’s requirements, relevant documents may include:
- Board Resolution
- Shareholders’ Resolution
- Power of Attorney
- Authorisation Letter
For example, a Power of Attorney may authorise a representative to sign or submit documents in China. A corporate resolution may be needed to show that the investment decision or appointment was approved by the appropriate person or corporate body.
These documents are not automatically required in every application. Their necessity and any notarization or authentication requirements should be confirmed before preparation.
Identity Documents of Relevant Individuals
The registration process may require identity documents for the foreign company’s authorised representative and individuals appointed to positions in the new Chinese company.
These may include passports or other accepted identification documents for relevant directors, the proposed legal representative and other individuals named in the registration materials.
The required documents depend on each person’s role. A foreign corporate shareholder and an individual foreign shareholder may also be subject to different identity-verification requirements.
Do Overseas Company Documents Need Notarization and Apostille?
Under China’s market entity registration regulations, foreign investors generally need to provide authenticated corporate qualification documents when establishing a foreign-invested enterprise in China.
The authentication route depends on the country where the documents were issued and whether the Apostille Convention applies.
Documents from Apostille Convention Countries
China implemented the Apostille Convention on November 7, 2023.
If the overseas company’s documents originate from a country where the Convention applies with China, the relevant public documents can generally be authenticated through an Apostille issued by the competent authority in the country of origin.
The usual process is:
Overseas Corporate Document → Notarization (if required) → Apostille → Chinese Translation → Registration in China
Some official company registry documents may be eligible for an Apostille directly, while privately signed documents such as resolutions or authorisation letters may first need notarization.
The exact procedure depends on the issuing country’s rules and the nature of the document.
Documents from Non-Apostille Countries
If the Apostille Convention does not apply between the issuing country and China, traditional consular legalization may be required.
This generally involves the relevant notarization or authentication procedures in the issuing country, followed by legalization through the appropriate Chinese embassy or consulate.
Before arranging authentication, confirm exactly which corporate documents the Chinese registration authority requires. Not every supporting document necessarily follows the same procedure.
Do Apostilled Company Documents Still Need Chinese Translation?
Yes. Foreign-language corporate documents submitted for company registration in China generally need a Chinese translation, even if they already have an Apostille.
An Apostille authenticates the relevant signature, seal or official capacity. It does not replace the Chinese translation required for registration.
The translation should cover all relevant information in the submitted document package, which may include:
- Company registration details;
- Registered address and registration number;
- Names of directors and authorised representatives;
- Corporate resolutions and authorisation provisions;
- Notarial certificates and statements;
- Apostille or consular legalization pages;
- Relevant signatures, seals and stamps.
A common oversight is translating only the Certificate of Incorporation while leaving the accompanying notarization or Apostille pages untranslated.
If those pages form part of the submitted registration documents, the registration authority may require their contents to be translated as well.
Chinese Translation Requirements for Company Registration
For documents submitted to China’s Administration for Market Regulation, translation accuracy is only one part of the submission requirements. The translation may also need an official company stamp, a statement confirming its accuracy and the translation provider’s contact details.
Translation Company Stamp and Business License
Chinese registration authorities generally require foreign-language registration materials to be accompanied by an accurate Chinese translation.
According to Beijing’s foreign-invested company registration guidance, the translation should bear the translation company’s official seal or translation-specific seal, together with supporting documentation identifying the translation provider as required.
A copy of the translation company’s business license may also need to be provided.
Handwritten Translation Accuracy Statement
One practical detail is particularly important when preparing documents for company registration.
In some submissions, the translation provider may be asked to write a statement by hand on the printed Chinese translation, such as:
中文译文与原文相符
The Chinese translation conforms to the original document.
Beijing’s official registration guidance uses the wording “翻译准确”, meaning that the translation is accurate.
The specific wording and whether it must be handwritten should follow the local registration authority’s instructions.
Translator’s Name and Contact Information
The Chinese translation should also identify the translation provider and include the required contact information.
For example, the submission may need the translator’s or translation company’s contact name and telephone number, allowing the registration authority to contact the translation provider if clarification is necessary.
This information is easy to overlook, especially when a translation has been prepared solely as a digital document. Before submission, check whether the registration authority expects handwritten details, a physical company seal or other supporting materials.
Consistency of Company Names and Personal Information
Corporate documents often contain several names that must remain consistent across the registration application.
Pay particular attention to:
- The overseas company’s registered name;
- Its English name, especially when the original document is in another language;
- Its Chinese translated name;
- Directors’ and representatives’ names;
- Registration numbers and addresses.
For non-English corporate names, Beijing’s guidance also requires the investor’s English name to appear in the Chinese translation.
Inconsistent company names or personal information across different documents may lead to requests for clarification or correction.
What Other Documents Are Needed for Company Registration in China?
The overseas corporate documents form only part of the registration application.
The newly established Chinese company will generally need additional documents, such as:
- Company Registration Application Form;
- Articles of Association of the new Chinese company;
- Documents identifying the shareholders;
- Appointment documents for relevant company officers;
- Identification documents for the legal representative and other required personnel;
- Proof of the company’s registered address;
- Additional approvals or licenses for regulated business activities, where applicable.
These documents are usually prepared as part of the Chinese company registration procedure.
For example, the Articles of Association of the newly established Chinese company are different from the constitutional documents of the overseas shareholder. Applicants should confirm which company’s documents are requested before arranging translation or authentication.
How to Prepare Overseas Corporate Documents for China
A practical approach is to prepare the documents in the following order.
Step 1: Confirm the Registration Requirements
Check which documents are required by the Administration for Market Regulation in the city where the new company will be registered. Confirm the foreign investor’s documents and whether additional corporate authorisation documents are needed.
Step 2: Obtain the Overseas Corporate Documents
Request the relevant company registration documents from the issuing authority or prepare any necessary corporate resolutions and authorisation letters. Make sure the company information is accurate and consistent.
Step 3: Arrange Notarization and Authentication
Where required, complete notarization and obtain an Apostille or consular legalization in the issuing country. The exact authentication procedure depends on the document type and applicable rules.
Step 4: Prepare the Chinese Translation
Translate the complete document package, including the relevant notarization and authentication pages. Ensure that the translation meets the registration authority’s requirements regarding company seals, accuracy statements and contact information.
Step 5: Submit the Registration Application
Submit the overseas corporate documents and Chinese registration materials through the applicable registration procedure. Some applications can be submitted electronically, while others may require physical documents or additional verification.
Chinese Translation Services for Foreign Company Registration
True Words Translation provides professional Chinese translation services for overseas companies and foreign investors preparing documents for business registration in China.
We regularly work with corporate and legal documents, including:
- Certificates of Incorporation;
- Business Registration Certificates;
- Company Registry Extracts;
- Certificates of Good Standing;
- Articles of Association;
- Board and Shareholders’ Resolutions;
- Powers of Attorney and Authorisation Letters;
- Apostille and consular legalization documents.
Our services include Chinese translation, the translation company’s official seal and a stamped copy of our business license. We can also prepare the required translation accuracy statement and contact information according to the receiving registration authority’s instructions.
If your overseas company is preparing to establish a business in China, you can send us scans of the relevant corporate documents for an initial translation review.
Please also let us know the city where the company will be registered and provide any translation requirements supplied by the registration authority. We can then confirm the translation scope, submission format and quotation.
