Published by ChinaMNC · Nanjing

Registering a Company in Nanjing: Documents, Steps and a Practical Timeline

A practical guide to the documents, registration steps and realistic timeline for setting up a foreign-invested company in Nanjing, Jiangsu — covering name pre-approval, the business licence, chops, bank accounts, tax and social insurance registration.

Setting up a company in Nanjing follows the same national framework as the rest of mainland China, but the practical experience is shaped by Jiangsu's relatively digitalised administrative systems and by how the city's districts and development zones organise their service windows. This guide walks through the documents you will need, the sequence of steps, and a realistic timeline — without promising that any particular application will be approved within a set number of days.

First, Decide the Legal Form and Where to Register

Most foreign investors choose either a wholly foreign-owned enterprise (WFOE) or a Sino-foreign equity joint venture. A representative office is simpler but cannot generate revenue, so it suits liaison work only. The legal form determines which documents you must notarise and which approvals apply.

Location matters as much as form. Nanjing's districts and zones — including areas associated with Jiangning, Jianye, Pukou and the Nanjing Economic and Technological Development Zone — run their own administrative service centres and may offer different degrees of support for software, electronics, automotive, biotech and professional services firms. Before drafting anything, confirm with the specific district or zone where your registered address will sit which window handles foreign-invested enterprise (FIE) registration and whether the address is on their approved list. A registered address must be a real, documented premises; virtual addresses are handled inconsistently and should be verified in advance.

Core Documents You Will Need

The exact checklist varies by district, investment structure and business scope, but the following list covers what is typically requested for a WFOE. Prepare clean, consistent versions — mismatches between documents are one of the most common causes of delay.

• Name pre-approval materials: proposed Chinese company name (usually three to five alternatives), registered capital, business scope and shareholder details. Foreign-invested names are checked through the market regulation system; some districts now handle this within the same online application as the establishment filing.
• Articles of association: the company charter, signed by the shareholder or its authorised representative.
• Shareholder documents: certificate of incorporation or equivalent for a corporate shareholder, or passport for an individual. Foreign corporate documents generally need notarisation and consular legalisation, or an apostille where applicable, plus a Chinese translation.
• Proof of legal representative identity: passport copy and, where required, a photograph and signature specimen.
• Directors, supervisor and legal representative appointments: appointment letters and identity documents. A small company may have a single director and one supervisor.
• Registered address evidence: lease agreement and the landlord's property certificate or a permitted alternative.
• Capital and structure information: registered capital amount, currency, contribution schedule and shareholder percentages.
• Business scope wording: drafted to match the standard catalogue of business categories. Some activities require pre- or post-licensing.
• Foreign investment information reporting: filed through the national foreign investment system, generally at or shortly after establishment.
• Power of attorney: if an agent or a local representative handles the filing on your behalf.

If your sector is restricted or requires a sector-specific permit — for example certain medical, food, education or transport activities — add the relevant licence application to your plan. Software and most professional services activities are generally simpler, but confirm the wording of your business scope with the registration window.

The Registration Sequence, Step by Step

1. Feasibility and name check

Confirm the legal form, registered address, business scope and whether your activity appears on the negative list for foreign investment. Submit the proposed name. This step can be quick, but allow time for revisions if names are rejected.

2. Prepare and legalise documents

Draft the articles and appointment documents, then notarise and legalise or apostille the foreign shareholder documents. Translations must be accurate and consistent with the originals. This is usually the longest lead item because it depends on overseas notaries and consular processing, not on Nanjing authorities.

3. Submit the establishment filing

File through the Jiangsu or Nanjing online market regulation portal, or at the district administrative service centre. Once accepted, you receive the business licence — the document that unlocks everything else. Keep several copies and scan them immediately.

4. Make the company chops

Order the official seals: company seal, legal representative seal, finance seal and, if needed, contract and invoice seals. Chop-making is usually handled through a designated service point and requires the licence and legal representative identification.

5. Bank account opening

Open the basic RMB account and, if you need it, a foreign currency capital account. Banks conduct their own due diligence and may ask for the full corporate file, proof of address and information on the beneficial owner. Compare banks on onboarding speed and documentation requirements before committing.

6. Tax, customs and social insurance registration

Complete tax registration and confirm your taxpayer status and invoicing arrangements. If you will import equipment or export goods, register with customs. Register with the social insurance and housing fund authorities once you begin hiring. Bookkeeping obligations begin immediately, even before revenue.

7. Capital contribution and post-establishment filings

Fund the capital account according to the schedule in your articles, and complete any foreign investment information reporting and sector-specific licence steps. Keep evidence of every remittance.

A Practical Timeline

Rather than a fixed number of days, think in terms of a realistic range. A straightforward WFOE in a service or software activity, with clean documents and a confirmed address, can often move from name check to business licence in a few weeks once the legalised shareholder documents are in hand. The overseas notarisation and legalisation stage frequently adds several weeks and sits outside anyone's control in Nanjing.

After the licence, allow roughly one to three weeks for chops, bank onboarding and tax registration, with bank timelines varying most. If your business scope requires a sector licence, add the licensing authority's own review period. A joint venture or a restricted activity should be planned with more buffer. A sensible approach is to build a project plan with named owners for each document and to treat the legalisation step as the critical path.

Common Pitfalls to Avoid

• Inconsistent names, addresses or capital figures across the articles, application forms and shareholder documents.
• Assuming a virtual or shared address will be accepted without checking with the district window.
• Drafting a business scope that is too broad or uses non-standard wording.
• Underestimating bank due diligence, especially for newly formed entities with foreign shareholders.
• Forgetting that tax and accounting obligations start at establishment, not at first revenue.

This article is general information only and is not legal, tax or immigration advice. Requirements and procedures change, and district practice varies. Confirm your specific case with the relevant Nanjing authorities or a qualified local professional before filing.