Published · Brazil

China Company Registration: Documents, Steps and Timeline for Brazilian Founders

A practical guide for Brazilian founders on registering a company in China, covering the typical documents, registration steps, estimated timelines, and common pitfalls when setting up a wholly foreign-owned enterprise (WFOE).

If you are a founder in Brazil planning to expand into China, one of the first concrete steps is deciding how your business will be legally present in the market. For most Brazilian founders, that means establishing a wholly foreign-owned enterprise (WFOE), usually structured as a limited liability company. This article walks through the typical documents, steps and timeline involved in China company registration, with a focus on what a Brazilian founder should prepare before starting.

This is general information, not legal or tax advice. Chinese company law, local registration practices, and foreign investment rules vary by city and change over time. Always confirm details with a qualified local lawyer or registration agent and with Brazilian advisors regarding your home-country obligations.

First, decide what kind of entity you need

A WFOE is the most common vehicle for foreign founders who want to control a Chinese company, hire staff, invoice local customers and hold a bank account. Alternatives include a representative office (limited activities, no direct revenue) or a joint venture with a Chinese partner. The right choice depends on your activity, sector and whether your business appears on China's negative list for foreign investment. Some sectors are restricted or require special approvals, so check your industry before drafting documents.

The registration authority is the local Administration for Market Regulation (AMR), formerly known as the AIC. In practice, much of the process is handled through the local government's online enterprise registration portal, but a physical filing and document review still occur. Cities such as Shanghai, Shenzhen and Beijing have relatively mature processes, though requirements differ.

Documents you will typically need

Exact lists vary by city, but Brazilian founders should expect to prepare and legalise the following:

• Passport copies of the legal representative, directors and shareholders (for a company shareholder, corporate documents are needed instead).
• Proof of address for the legal representative, and sometimes for directors.
• Certificate of incorporation of the Brazilian parent company, if the shareholder is a company, plus its articles of association. These usually need notarisation and consular legalisation or an apostille, depending on current Chinese acceptance rules. Chinese authorities may also require a Chinese translation prepared by a recognised translation agency.
• Bank reference letter for the foreign shareholder, sometimes requested to demonstrate standing.
• Registered office lease for the Chinese entity. Landlords must provide ownership documents and lease contracts acceptable to the AMR. Some cities allow virtual or incubator addresses; others do not.
• Articles of association of the new Chinese company, drafted in Chinese.
• Name pre-approval application. Chinese company names follow a specific format: administrative region + trade name + industry + company type.
• Appointment documents for the legal representative, supervisors and managers, with signatures.
• Business scope wording, which must match permitted activities and may require extra licences for regulated sectors.
• Foreign investment information reporting materials, filed through the relevant commerce system after or alongside registration.

Brazilian documents often need notarisation in Brazil and then legalisation. Because China and Brazil are both parties to the Apostille Convention, an apostille may be accepted in many cases, but confirm this with the specific Chinese registration office, as local practice can differ. Budget time for translation and courier logistics.

The registration steps, in order

1. Choose your city and registered address

Your address affects tax registration, incentives and the practical ability to hire. Confirm the landlord can support company registration and provide the required documents. This step often takes longer than founders expect.

2. Reserve the company name

Submit proposed Chinese names through the local online system. Names can be rejected for similarity to existing companies or for containing restricted words. Prepare two or three alternatives.

3. Prepare and legalise shareholder documents

Collect corporate documents from Brazil, notarise and apostille or legalise them, and translate into Chinese. This is frequently the main bottleneck for Brazilian founders.

4. Draft the articles of association and appointment documents

Work with a local lawyer or agent to draft the Chinese-language articles, define the business scope, and appoint the legal representative and supervisors. The legal representative carries significant responsibility under Chinese law, so choose carefully.

5. Submit the registration application

File with the AMR through the online portal, then submit originals or verified copies as required. Expect follow-up questions or requests for corrections.

6. Obtain the business licence

Once approved, the company receives its business licence, which includes the unified social credit code. This is the key document for everything that follows.

7. Complete post-registration filings

After the licence, arrange:

• Company seal carving (official seal, financial seal, legal representative seal, contract seal), usually through a licensed vendor and registered with the police.
• Tax registration and selection of a tax bureau, plus invoice system setup if you will issue Chinese fapiao.
• Bank account opening for the basic deposit account; banks conduct due diligence and may request additional documents.
• Foreign exchange registration and capital account setup if foreign capital will be injected.
• Social insurance and housing fund registration if you will employ staff.
• Customs registration if you will import or export.
• Foreign investment information report through the commerce authorities.

8. Inject capital if required

Under the current company law framework, shareholders commit to a registered capital amount and a contribution timeline. Confirm the current rules with your advisor, as the legal regime has been changing. Capital injection should follow the registered foreign exchange process.

Realistic timeline

Timelines vary widely by city, industry and how quickly documents are ready. A realistic way to think about it:

• Document preparation and legalisation in Brazil: often several weeks, depending on notary and courier timelines.
• Name reservation and address confirmation: days to a few weeks.
• AMR review and business licence: commonly one to several weeks if the application is clean, longer if amendments are needed.
• Seals, tax registration and bank account: typically a few weeks after the licence, with bank onboarding sometimes taking longer.
• Total: many founders should plan for roughly two to four months from a standing start, and longer for regulated sectors or complex shareholder structures.

Do not book staff or sign customer contracts assuming a fixed date. Build buffer into your plan, especially around document legalisation and bank account opening.

Practical tips for Brazilian founders

• Start with the address. A lease that cannot support registration will stall everything.
• Use a local agent or lawyer. The process is in Chinese and local practice matters more than the written rules.
• Keep names consistent. The spelling of your Brazilian company name across notarised documents, translations and applications should match exactly.
• Plan the legal representative role carefully. This person has legal exposure and must sign many documents.
• Coordinate with Brazilian tax and corporate advisors. Setting up in China can affect your Brazilian entity's reporting and transfer pricing position.
• Budget for ongoing compliance. Annual reporting, tax filings, bookkeeping and audit obligations continue after registration.

Registering a company in China is a defined process, but it rewards preparation. For Brazilian founders, the biggest risks are usually document legalisation delays, address problems and mismatched expectations about timelines. Get local professional support early, confirm requirements for your specific city and sector, and treat the timeline as a range rather than a promise.