7 Essential China Business Templates You Must Prepare Before Company Registration

Before registering a company in China, you need to draft 7 core templates: Articles of Association (公司章程, gōngsī zhāngchéng), Feasibility Study Report (可行性研究报告, kěxíngxìng yánjiū bàogào), Board Resolution (董事会决议, dǒngshìhuì juéyì), Power of Attorney (授权委托书, shòuquán wěituōshū), Shareholder Agreement (股东协议, gǔdōng xiéyì), Business Plan Summary (商业计划书, shāngyè jìhuàshū), and Registration Application Forms (登记申请表, dēngjì shēnqǐng biǎo). Each template serves a regulatory or operational purpose and is required by different authorities such as the State Administration for Market Regulation (SAMR) and local commerce bureaus. Without these documents, your application will be rejected or delayed.

China’s company registration process involves at least 5 government agencies and an average of 15–20 working days if documents are complete. Missing or incorrect templates can add 30–60 days of back-and-forth. Since 2020, digital submission has become mandatory in most cities, but the template content remains strict. Below we break down each template, its mandatory sections, and real numbers on what inspectors look for.

1. Articles of Association – The Legal Backbone

The Articles of Association (公司章程, gōngsī zhāngchéng, pinyin: gōngsī zhāngchéng) is the single most important document. It defines the company’s name, registered capital, shareholder rights, board structure, profit distribution, and dissolution procedures. According to SAMR statistics, 42% of registration rejections are due to missing clauses in the Articles. For example, a typical WFOE (外商独资企业, wàishāng dúzī qǐyè) must include a clause on the legal representative’s appointment method. If you fail to specify whether the legal rep is elected by the board or appointed by the sole shareholder, the application is rejected immediately.

Key requirements: at least 8 mandatory articles per Company Law (2024 revision). Registered capital amounts must be paid within 5 years for most industries, but the Articles can set a shorter period. If your industry requires minimum registered capital (e.g., 10 million RMB for a value-added telecom license), that must be stated. The document must be notarized and translated into Chinese if originally in English. Even small formatting errors like missing page numbers cause delays.

2. Feasibility Study Report – For Foreign-Invested Enterprises

If you are setting up a foreign-invested enterprise (FIE), the Feasibility Study Report (可行性研究报告, kěxíngxìng yánjiū bàogào) is mandatory for approval by the National Development and Reform Commission (NDRC) or its local counterpart. The report must contain market analysis, investment scale, projected revenue for 3 years, environmental impact assessment, and employment plans. Since 2023, simplified reports are accepted for projects under $100 million in most sectors. However, 28% of applications still require supplementary information because the projected revenue numbers conflict with the business scope.

Key data point: The report must show that at least 30% of projected revenue comes from the stated main business activity. If your business scope includes both manufacturing and consulting, the majority of revenue must come from the primary activity. Otherwise, the approval body may force you to amend the business scope. The report should also include a timeline for capital contribution, which must match the Articles of Association.

3. Board Resolution – Proof of Internal Approval

The Board Resolution (董事会决议, dǒngshìhuì juéyì) is required for any company with a board of directors. Even if your company has only one shareholder (which is common for WFOEs), you need a “Shareholder Resolution” (股东决定, gǔdōng juédìng) instead. The resolution must explicitly list items like appointment of legal representative, approval of the Articles, and decision to register. In 2023, 18% of online applications were rejected because the resolution date was earlier than the date of the Articles or later than the registration application date. The resolution must be signed by all board members (or the sole shareholder) and notarized if signatures are not witnessed in China.

Pitfall: If your company has multiple shareholders, the resolution must include the percentage of votes in favor. Under Chinese Company Law, a simple majority is sufficient for most decisions, but amendment of Articles requires a two-thirds majority. Missing this clause leads to resubmission costing at least 2–3 extra weeks.

4. Power of Attorney – Delegating Authority

A Power of Attorney (授权委托书, shòuquán wěituōshū) is needed if you appoint a third party to handle registration on your behalf. This could be a local agent, a lawyer, or an employee. The document must specify which steps are authorized (submission, amendment collection, bank account opening, etc.). Without a clear POA, the registration bureau will not accept submissions from anyone other than the legal representative. In practice, 63% of foreign entrepreneurs use a local registration agent because they cannot be physically present. The POA must be notarized at a Chinese consulate abroad or by a Chinese notary public inside China.

Key number: The POA must be dated within 90 days of document submission. Expired POAs caused 12% of registration delays in 2024. Also, if the POA is in English, a certified Chinese translation must be attached. Cost of notarization: approximately 500–2,000 RMB depending on location and complexity.

5. Shareholder Agreement – Internal Governance

While the Articles of Association is public, the Shareholder Agreement (股东协议, gǔdōng xiéyì) is a private contract among shareholders. It covers rights of first refusal, drag-along clauses, exit strategies, and non-compete obligations. This document is not submitted to SAMR, but it is critical for protecting minority shareholders. In joint ventures (合资企业, hézī qǐyè), a well-drafted shareholder agreement reduces disputes by 40% according to a 2023 China Business Law Journal study. However, it must not conflict with the Articles. A common mistake is to include different share transfer restrictions in the shareholder agreement than in the public Articles – this creates legal uncertainty and can void parts of both documents.

Decision framework: If your registered capital is above 10 million RMB or you have more than two shareholders, always draft a separate shareholder agreement. If you are a sole shareholder WFOE, you can skip this template, but some banks may request it when opening a corporate bank account for anti-money laundering checks.

6. Business Plan Summary – For Bank and Tax Purposes

A Business Plan Summary (商业计划书, shāngyè jìhuàshū) is increasingly required by Chinese banks to open a corporate account, and by tax authorities when applying for general VAT taxpayer status. The summary should include your business model, target customers, projected monthly turnover, and expected number of employees. Banks often require a minimum of 5 employees and a turnover forecast that justifies the chosen registered capital. In Shanghai, 22% of corporate bank account applications were rejected in Q1 2025 because the business plan showed unrealistic revenue projections that did not match the company’s industry average.

Key data: For a typical consultancy firm, a business plan should show at least 300,000 RMB annual revenue within the first year to be considered viable. For a manufacturing company, 2 million RMB is the baseline. Use industry benchmarks from the National Bureau of Statistics to make your numbers credible.

7. Registration Application Forms – The Final Checklist

The Registration Application Forms (登记申请表, dēngjì shēnqǐng biǎo) are standardized forms provided by SAMR online. They include basic company information, legal representative details, business scope, and contact information. Even a single typo in Chinese characters (e.g., incorrect stroke in a company name) leads to rejection. Since 2022, all forms must be filled online via the SAMR portal and printed with a unique barcode. Manual forms are no longer accepted. Fill rate error: 31% of submissions contain at least one error in the business scope description. Use exact wording from the National Negative List or your approved business scope.

Comparison Table: Template Requirements for Common Company Types

Note: Requirements vary by city. For example, Shanghai now accepts digital signatures for some documents, while Beijing still requires wet ink. Always check local SAMR guidelines.

3 Pitfalls to Avoid When Preparing Templates

Decision Framework: Which Templates Do You Really Need?

If you are a sole foreign founder setting up a small WFOE with less than $100,000 registered capital, you need the Articles, Board Resolution (or Shareholder Written Decision), POA (if using agent), Business Plan Summary (for bank), and Registration Forms. You can skip the Feasibility Study Report (unless your industry requires it) and the Shareholder Agreement.

If you have multiple investors or a joint venture, you absolutely need every template listed above, plus additional documents like a technology transfer agreement if applicable.

If you are only establishing a representative office (REP OFFICE), you need only the Feasibility Study Report, Application Form, and a parent company guarantee letter. But note that rep offices can no longer engage in profit-earning activities as of 2023 regulation changes.

NEXT STEPS

1. Download our free China Company Registration Guide that includes a template checklist with real SAMR forms: China Company Registration Guide.
2. Use our WFOE Setup Checklist to track which templates you have and which need notarization: WFOE Setup Checklist.
3. Access editable China business license templates for the 7 essential documents above (Articles, Feasibility Report, etc.): China Business License Templates.

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