Published · Andorra

China company registration: documents, steps and timeline

A practical guide for founders from Andorra on registering a company in China, covering document preparation, notarisation and consular legalisation, the registration steps, common entity types and realistic timelines. General information only, not legal or tax advice.

For a founder based in Andorra, setting up a company in China is a project in two halves. The first half happens before you ever file anything: preparing documents that Andorran notaries and the Chinese authorities will both accept. The second half is the registration itself, which in most cities is now largely digital and reasonably predictable if your paperwork is clean.

This article walks through what you need, in what order, and how long each stage typically takes. It is general information only — not legal, tax or investment advice. Rules vary by city and by industry, and they change, so confirm the current requirements with a qualified local professional before you commit money.

First, decide what you are registering

Most foreign founders choose one of three vehicles. The right one depends on whether you need to invoice Chinese customers in RMB, hire staff, or simply test the market.

• Wholly foreign-owned enterprise (WFOE). A Chinese limited liability company owned entirely by you or your Andorran entity. This is the standard choice for founders who want to trade, hire and hold contracts locally. It requires registered capital, a legal representative, a registered address and a business scope.
• Joint venture (JV). A company shared with a Chinese partner. Useful where the sector restricts foreign ownership or where a local partner brings licences or distribution. Governance and exit terms need careful drafting.
• Representative office (RO). A liaison office that cannot sign contracts or earn revenue. Suitable only for market research and coordination, and not a substitute for a trading entity.

Some sectors sit on China's negative list for foreign investment, meaning ownership caps or prohibitions apply. Check your specific activity before choosing a structure — this single step saves the most time later.

The documents you will need from Andorra

The paperwork burden falls mostly on the foreign side. Prepare these early, because the authentication chain is the slowest part of the process.

Corporate and personal documents

• Certificate of incorporation and articles of association of your Andorran company, if you are investing through one.
• Register extract or good-standing certificate showing current directors and shareholders.
• Passport copies of the proposed legal representative, directors and shareholders.
• A board resolution or shareholder resolution approving the China investment, naming the legal representative and authorising a signatory.
• Proof of the registered office address in China — usually a lease plus the landlord's property certificate.
• Bank reference letter and, where required, evidence of the source of funds.

Notarisation and legalisation

Documents issued in Andorra generally need notarisation in Andorra and then legalisation before they are accepted in China. Two routes exist: consular legalisation through the Chinese embassy, or an apostille if both jurisdictions apply the Hague Apostille Convention to the document in question. Because the applicable route can change and depends on document type, ask your Andorran notary and the Chinese embassy in Madrid or Paris — whichever covers Andorra for consular matters — to confirm the current chain. Budget several weeks for this stage and build it into your plan rather than treating it as an afterthought.

Translation

All foreign-language documents must be translated into Chinese. Many registration authorities require the translation to be stamped by a translation agency they recognise. Ask the local agent in your target city which agencies are accepted; using an unapproved translator is a common cause of rejection.

Choosing a city and a registered address

Your registered address determines your tax bureau, your incentives and your compliance workload. Options include a conventional office lease, a serviced office that provides registration addresses, or a government-designated virtual address in certain zones. Free-trade zones and development zones sometimes offer faster processing and friendlier policies, but they also come with reporting obligations. Visit or at least speak to the zone authority before signing a lease.

The registration steps, in order

These steps are broadly consistent across China, though names and portals differ by city.

1. Company name pre-approval

Submit several candidate names in the required format — city, trade name, industry, entity type. Approval is usually quick, often within a few working days, but common words and well-known brands are rejected.

2. File the establishment application

Submit the articles of association, investor documents, appointment documents, address proof and business scope through the local market regulation portal or counter. If approved, you receive the business licence. In many cities this takes roughly one to two weeks after a complete submission, longer if the file is queried.

3. Carve the company seal set

Order the official seals — company seal, legal representative seal, finance seal and contract seal. Seals carry legal weight in China and must be recorded. Allow a few working days.

4. Bank account opening

Open the basic RMB account and, if needed, a foreign currency capital account. Banks conduct know-your-customer checks on the Andorran investors and the legal representative, so expect questions about the business and the source of funds. This step commonly takes two to four weeks and occasionally longer.

5. Tax and customs registration

Complete tax registration, choose your taxpayer status, and register with customs if you will import or export. This is generally a matter of days once the bank account exists.

6. Capital contribution and foreign exchange

Inject registered capital through the foreign currency account and complete the foreign exchange registration so the funds can be used in RMB. Timing depends on your articles and the bank's processing.

7. Sector-specific licences

If your activity requires a permit — food, education, logistics, telecoms, certain consulting activities — apply after the business licence. These can take weeks or months and should be mapped before you choose your business scope.

A realistic timeline

For a straightforward WFOE in a major city, with documents already authenticated, the registration itself often completes in four to eight weeks from first filing to an operating bank account. The document preparation and legalisation stage in Andorra can add two to six weeks, and sector licences can add considerably more. A pragmatic planning assumption is two to four months end to end for a simple services or trading company, with buffer for queries.

Practical tips for Andorran founders

• Start the notarisation and legalisation chain before you finalise your Chinese address; it runs in parallel and is the usual bottleneck.
• Appoint a legal representative who is reachable and understands they carry personal compliance exposure.
• Keep your business scope precise but not so narrow that you cannot invoice for adjacent services.
• Retain a local accountant from day one; monthly filing obligations begin immediately after registration.
• Document the source of your investment funds clearly — banks and regulators will ask.

None of the above replaces advice on your specific facts. Engage a Chinese law firm or licensed corporate services provider and an Andorran adviser early, and treat the timeline as a planning range rather than a commitment.