Published by ChinaMNC · Xiamen

Xiamen Company Registration: Documents, Steps and Practical Timeline

A practical guide for foreign founders on registering a company in Xiamen, covering required documents, the registration sequence, business scope considerations, registered address options, and common delays.

For foreign founders considering China, Xiamen offers a relatively streamlined setup process compared to larger Tier 1 cities. As a special economic zone in Fujian with a strong port and growing tech sector, the city attracts foreign investment. But registration still requires careful preparation. This guide outlines the documents, steps, and realistic timeline for establishing a foreign-owned enterprise (WFOE) in Xiamen.

Documents You Will Need

Before starting, prepare the following documents. Most must be notarized and, where applicable, legalized or apostilled in your home country.

• Passport copies of all legal representatives, shareholders, and supervisors (at least one supervisor is required if you have a single shareholder).
• Proof of address for the foreign shareholder (e.g., utility bill or bank statement).
• Company name in Chinese (2–4 characters) and English, with 2–3 alternatives for the name check.
• Registered address proof in Xiamen: lease agreement and property certificate, or a virtual office/incubator agreement.
• Articles of Association (drafted and signed).
• Shareholder resolution appointing directors, supervisor, and legal representative.
• Business scope description (see below).
• Capital contribution plan (amount and timeline).
• Notarized and legalized documents: passport copies of foreign shareholders and directors, and sometimes proof of address. If your home country is a Hague Apostille member, an apostille replaces legalization.

Note: Documents in a foreign language must be translated into Chinese by a certified translation agency.

Registration Sequence

The process typically follows these steps, though some can run in parallel.

1. Name Pre-Approval

Submit 2–3 proposed Chinese names to the Xiamen Administration for Market Regulation (AMR). This checks for duplicates and compliance. Takes 1–3 working days.

2. Prepare and Notarize Documents

While the name is being checked, finalize and notarize your incorporation documents. This is often the longest step because it depends on your home country’s notary and legalization processes. Allow 2–4 weeks.

3. Submit for Business License

Once documents are ready, submit the application to AMR. You will receive the business license (营业执照) upon approval. Takes 3–5 working days if all documents are in order.

4. Carve Seals

After receiving the license, carve the company seals (公章, 财务章, 法人章, etc.) at an authorized seal-making shop. Takes 1–2 working days.

5. Bank Account Opening

Open a RMB basic account and a foreign currency capital account. Banks require the license, seals, and legal representative’s presence (or a notarized power of attorney). Takes 1–2 weeks depending on bank due diligence.

6. Tax Registration and Invoicing

Register with the tax bureau, sign a tripartite agreement with the bank, and apply for invoice issuance. Takes 1–2 weeks.

7. Foreign Exchange Registration

Register with SAFE (State Administration of Foreign Exchange) to enable capital contributions. Often handled by the bank. Takes 3–5 working days.

8. Social Insurance and Housing Fund

Register with social insurance and housing fund authorities if you hire local employees. Takes 1 week.

Total estimated timeline: 4–8 weeks from start to operational, assuming documents are prepared correctly and no delays occur.

Business Scope

Your business scope (经营范围) defines your allowed activities. In Xiamen, the AMR uses a standardized catalog. Choose carefully:

• Start with a broad but accurate description. Too narrow limits future activities; too broad may trigger additional approvals.
• If your activities involve negative-list industries (e.g., education, media, certain logistics), you may need pre-approval.
• Consult a local advisor to match your business to the catalog and avoid rejections.

Example: “Technology development, consulting, and services; import and export of goods and technology” is common for tech firms.

Registered Address

Xiamen requires a physical address for registration. Options:

• Lease a commercial office: Provide lease agreement and property certificate. Ensure the landlord permits company registration.
• Virtual office or incubator: Many providers in Xiamen offer registered address services, especially in zones like the Fujian Pilot Free Trade Zone (Xiamen area). Verify the provider is authorized and the address is not blacklisted.
• Home address: Generally not allowed for foreign-invested enterprises unless zoned for commercial use.

Costs vary: virtual offices may range from RMB 3,000–10,000 per year; physical offices depend on location and size.

Common Delays

Be aware of these frequent bottlenecks:

• Document notarization and legalization: Slowest step. Start early and confirm your country’s requirements.
• Name rejection: Proposed names may conflict with existing trademarks or be deemed inappropriate. Have backups.
• Business scope mismatch: If your description doesn’t match the catalog, AMR may request revisions.
• Address issues: Landlord’s property certificate missing or address not registered for commercial use can cause rejection.
• Bank account delays: Banks may require additional documents or face-to-face interviews, especially for foreign shareholders.
• Tax registration: If you plan to issue VAT invoices immediately, ensure your tax registration and invoicing setup are completed.

To minimize delays, engage a local registered agent or consultancy familiar with Xiamen’s procedures. They can pre-check documents and navigate the system.

Final Practical Notes

• Capital contribution: You can choose to contribute capital later, but the amount and timeline must be stated. Some industries have minimum capital requirements.
• Legal representative: Must be a person with a Chinese visa or residence permit; can be a foreigner.
• Annual compliance: Remember ongoing obligations like annual reporting and tax filings.

Disclaimer: This article provides general information only and does not constitute legal or tax advice. Regulations change; consult a qualified professional for your specific situation.