What China business templates should I have before registering a company?

Before registering a company in China, foreign investors must prepare at least 7 essential business templates — from the Articles of Association (公司章程 gōngsī zhāngchéng) and Feasibility Study Report to the Power of Attorney (授权委托书 shòuquán wěituō shū) and Employment Contracts (劳动合同 láodòng hétóng). Without these documents properly drafted in bilingual Chinese-English versions, the State Administration for Market Regulation (SAMR) will reject the application, and post-registration compliance gaps can lead to penalties, labor disputes, or even revocation of the business license.

What Are the Core China Business Templates?

China’s company registration process is one of the most documentation-intensive in Asia. The Company Law of the People’s Republic of China (中华人民共和国公司法, Zhōnghuá Rénmín Gònghéguó Gōngsī Fǎ), as amended effective July 1, 2024, together with the Regulations on the Registration and Administration of Market Entities, defines a clear set of filing documents. Based on these legal requirements and practical experience across hundreds of foreign-invested enterprise (FIE) registrations, the following templates should be prepared before submitting the application to SAMR:

1. Articles of Association (公司章程 gōngsī zhāngchéng) — the foundational governance document.
2. Feasibility Study Report (可行性研究报告 kěxíngxìng yánjiū bàogào) — required by the Ministry of Commerce for certain industries.
3. Board Resolution (董事会决议 dǒngshìhuì juéyì) — authorizing the registration and capital contribution.
4. Shareholder Resolution (股东决议 gǔdōng juéyì) — for multi-shareholder structures.
5. Power of Attorney (授权委托书 shòuquán wěituō shū) — appointing the local representative or agent.
6. Lease Agreement (租赁合同 zūlìn hétóng) — proving the registered address.
7. Capital Contribution Commitment Letter (出资承诺书 chūzī chéngnuò shū) — confirming the subscribed capital.
8. Employment Contract Template (劳动合同模板 láodòng hétóng múbǎn) — compliant with the PRC Labor Contract Law.

Several of these documents — particularly the Articles of Association, the Lease Agreement, and the Employment Contract — should be finalized in template form before the company is formally registered, not rushed through in the chaotic post-incorporation period.

Articles of Association — The Constitutional Document

The Articles of Association (AoA) is the single most important template you will prepare. Under the 2024 Company Law, Articles 9 through 12 specify the mandatory content:

• Article 9: The company name,住所 (zhùsuǒ, registered address), and business scope.
• Article 10: The registered capital (注册资本 zhùcè zīběn), the names of shareholders, and the amount of capital each contributes.
• Article 11: The organizational structure — board of directors (董事会 dǒngshìhuì), board of supervisors (监事会 jiānshìhuì), or a single supervisor for smaller companies.
• Article 12: The term of operation and liquidation procedures.

Foreign investors must provide a bilingual version (Chinese and English). The Chinese version is the legally binding one — discrepancies between the two can result in disputes during SAMR review or later during tax audits. Key clauses that deserve special attention in the template include:

• Minority protection clauses: Pre-emptive rights on share transfers, veto rights on major decisions (e.g., amending the AoA, increasing registered capital, mergers and acquisitions), and tag-along or drag-along provisions. Under the 2024 Company Law, certain minority protections are statutory, but additional contractual protections should still be baked into the template.
• Capital contribution timeline: The 2024 Company Law requires shareholders to pay subscribed capital within five years of incorporation, unless a shorter period is specified in the AoA. Your template must define this schedule precisely.
• Quorum and voting thresholds: Specify what constitutes a valid board meeting and the majority required for ordinary and extraordinary resolutions.

A well-drafted AoA template saves weeks of back-and-forth with SAMR and prevents governance deadlocks down the road. Most law firms in China charge between RMB 8,000 and 25,000 for a comprehensive bilingual AoA tailored to a WFOE structure.

Employment Contract Templates & Labor Law Compliance

The PRC Labor Contract Law (劳动合同法 Láodòng Hétóng Fǎ) came into effect on January 1, 2008, and remains the governing statute for all employment relationships. Article 17 lists the mandatory clauses that every labor contract template must include:

1. Employer’s name, 住所 (zhùsuǒ, registered address), and legal representative.
2. Employee’s name, address, and resident identity card number (护照号码 hùzhào hàomǎ for foreign employees).
3. Term of the labor contract (fixed-term, open-ended, or project-based).
4. Job description and work location.
5. Working hours, rest days, and holidays.
6. Remuneration (salary, bonus, allowances, and payment date).
7. Social insurance (社会保险 shèhuì bǎoxiǎn) — mandatory for all employees including foreign nationals.
8. Labor protection, working conditions, and occupational hazard prevention.
9. Any other matters prescribed by law or agreed upon by both parties.

Probation period caps are strictly regulated. Your employment contract template must enforce the following limits:

• Contracts less than 1 year: probation capped at 1 month.
• Contracts 1 to 3 years: probation capped at 2 months.
• Contracts 3 years or more (or open-ended): probation capped at 6 months.

Any probation period exceeding these caps is void by law, and the employee is entitled to demand full salary plus damages. The template must also include a foreign employee clause covering:

• Work visa (Z-visa) and work permit sponsorship obligations.
• Housing allowance, relocation expenses, or home leave entitlements if applicable.
• Termination provisions compliant with the Labor Contract Law Articles 39–44, including the 30-day notice requirement under Article 40.
• Non-compete and confidentiality clauses — these are permissible but must include statutory compensation (no less than 30% of average monthly salary over the prior 12 months, per the 2013 Judicial Interpretation IV).

Failing to have a compliant employment contract template ready before your first employee’s start date exposes the company to double-wage penalties: under Article 82 of the Labor Contract Law, an employer that fails to sign a written labor contract within one month of the start of employment must pay the employee double the monthly salary for each month the contract is absent.

Lease Agreement & SAMR Address Requirements

The Lease Agreement (租赁合同 zūlìn hétóng) serves as proof of the company’s registered address (住所 zhùsuǒ), which is a mandatory prerequisite for SAMR registration. The Regulations on the Registration and Administration of Market Entities require that:

• The lease term must be at least 12 months from the date of registration (local variations apply — some cities require 24 months).
• The property must have a legal use certificate (房产证 fángchǎn zhèng) showing the use classification as “commercial” or “office.” Residential properties are generally not acceptable for company registration.
• The lease must be signed by the legal property owner or their authorized agent, and the owner’s identity document or business license must be attached.
• In most cities, the lease must be filed with SAMR at the time of registration. Some cities (e.g., Shanghai’s Free Trade Zone) allow registered address sharing or virtual offices, but the lease template must still demonstrate legal possession.
• The Rental Invoice (租赁发票 zūlìn fāpiào) issued by the landlord is required for tax bureau registration after incorporation.

Your lease agreement template should include a clause specifying that the landlord consents to the premises being used for company registration and that the landlord will cooperate with SAMR site inspections. Without this clause, landlords may later refuse to provide the required documentation, forcing the company to relocate and amend its business license — a costly administrative process.

Board Resolutions & Shareholder Resolutions

The distinction between a Board Resolution (董事会决议 dǒngshìhuì juéyì) and a Shareholder Resolution (股东决议 gǔdōng juéyì) depends on your company’s shareholding structure:

• Single-shareholder WFOE: The sole shareholder issues a Shareholder Decision (股东决定 gǔdōng juédìng) rather than a resolution. This single document covers all matters: approval of the AoA, appointment of directors and the legal representative, and authorization to apply for registration.
• Multi-shareholder WFOE or JV: A formal Shareholder Resolution is required, passed by the required majority (typically two-thirds or unanimous, depending on the AoA). Additionally, the Board of Directors must pass a separate Board Resolution to approve operational matters such as bank account opening, seal carving (刻章 kèzhāng), and hiring the first employees.
• Joint Venture (JV): Chinese law requires that any amendment to the AoA, increase or decrease of registered capital, merger, division, dissolution, or change of company form must be approved by unanimous vote of all shareholders. Your resolution templates must reflect this higher threshold.
• Representative Office (Rep Office): The parent company passes a Board Resolution to establish the Rep Office, appoint the Chief Representative (首席代表 shǒuxí dàibiǎo), and allocate the operating funds. No shareholder resolution is needed.

All resolutions must be notarized and (if executed outside China) apostilled to be accepted by SAMR. This leads directly to the next critical template.

Power of Attorney & the Hague Apostille Convention

The Power of Attorney (授权委托书 shòuquán wěituō shū) authorizes a designated person — typically a local legal representative or a third-party agency — to handle the registration process on behalf of the foreign company. Since November 7, 2023, China has been a full member of the Hague Apostille Convention (海牙 Apostille 公约 Hǎiyá Apostille Gōngyuē, formally the Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents).

This is a transformative change. Before November 2023, all foreign-issued documents (board resolutions, powers of attorney, certificates of good standing) had to go through a two-step legalization process: first notarization in the home country, then certification by the Chinese embassy or consulate. This process typically took 4–8 weeks. Under the Apostille Convention, the Chinese embassy step is eliminated — a simple Apostille certificate issued by the competent authority in the home country suffices. Processing time has been reduced to approximately 5–12 business days.

Your Power of Attorney template should:

1. Explicitly state the scope of authority (e.g., signing documents, opening bank accounts, receiving the business license).
2. Name the authorized person with their passport number and address.
3. Include a clause confirming the PoA remains valid until the registration is complete or until revoked in writing.
4. Be prepared in both Chinese and English, with the Chinese version prevailing.
5. Be notarized and apostilled in the home country before submission to SAMR.

Template Comparison by Company Type

The templates you need vary significantly depending on the type of China entity you are forming. The table below summarizes the requirements for the four most common structures:

Note: ✅ = mandatory; ⚠️ = conditional; ❌ = not required. “Restricted industries” for the Feasibility Study Report refers to sectors on the Negative List (外商投资准入负面清单 Wàishāng Tóuzī Zhǔnrù Fùmiàn Qīngdān), which as of 2026 contains 30 restricted items.

Timing: Pre-Order vs. Post-Registration Filing

A common question is whether all templates must be physically ready at the moment of application, or whether some can be prepared within a grace period after registration. The answer depends on the template:

• Must be ready at application: Articles of Association, Board/Shareholder Resolutions, Power of Attorney, Lease Agreement, and the Capital Contribution Commitment Letter are all required at the time of the SAMR submission. Without these, the system will not accept the application.
• Can be filed within 30 days of registration: Employment contracts must be signed with each employee within one month of the employee’s start date, but having a template ready at incorporation is strongly recommended. Additionally, the social insurance registration (社保登记 shèbǎo dēngjì) must be completed within 30 days of the business license issue date. The Employment Contract template is needed for this step.
• Post-registration filings: Tax registration (税务登记 shuìwù dēngjì), company seal carving (刻章 kèzhāng), and bank account opening all occur after the business license is issued. However, the resolutions and PoA needed for the seal and bank applications should be prepared in advance as part of your template package.

The prudent approach is to have all eight core templates finalized, translated, notarized, and apostilled before lodging the SAMR application. Rushing any single template has cascading consequences: for example, a poorly drafted Lease Agreement can delay tax registration, which in turn delays the issuance of the General Taxpayer qualification (一般纳税人资格 yībān nàshuìrén zīgé), which impacts your ability to issue fapiaos (发票) to customers.

Frequently Asked Questions

Can I use a template from another country for my China company?

No. China’s legal system is civil-law based, not common-law. Templates from the US, UK, or Hong Kong are generally incompatible with SAMR requirements and the 2024 Company Law. You must use templates drafted specifically for the Chinese regulatory environment, in bilingual Chinese-English format.

Do I need a lawyer to draft my templates, or can I use online samples?

Online samples can be a starting point, but they often omit industry-specific clauses and fail to account for local city-level variations in SAMR requirements. For example, Shanghai’s SAMR requires specific wording on the registered capital contribution schedule, while Beijing requires additional clauses on technology import if the WFOE involves software. A local law firm with FIE experience is strongly recommended for the AoA, Employment Contract, and Lease Agreement templates.

What if my home country has not joined the Hague Apostille Convention?

If your home country is not a member of the Apostille Convention (e.g., Vietnam, Nigeria, some Middle Eastern states), you must still follow the older legalization chain: notarization in the home country → certification by the Ministry of Foreign Affairs in the home country → certification by the Chinese embassy or consulate. This takes significantly longer and should be factored into your registration timeline.

Can I change the templates after the company is registered?

Yes, with limitations. The AoA can be amended by a special shareholder resolution (typically a two-thirds or unanimous vote, depending on your existing AoA), and the amendment must be filed with SAMR. Employment contracts can be amended by mutual agreement with each employee — unilateral changes are not permitted. Lease agreements can be terminated or reassigned with landlord consent. However, every amendment incurs administrative fees, notarization costs, and processing delays, so getting the templates right the first time saves significant expense.

Does the Capital Contribution Commitment Letter need to be notarized?

Yes, in most cases. If the shareholder is a foreign entity, the Commitment Letter and the associated Board Resolution authorizing the capital contribution must be notarized in the home country and apostilled (or legalized, as applicable). This requirement is strictly enforced by SAMR and the local branches of the State Administration of Foreign Exchange (SAFE, 国家外汇管理局 Guójiā Wàihuì Guǎnlǐ Jú) for capital verification purposes.

Where to Go From Here

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What China business templates should I have before registering a company? — first published on China Gateway 360. Last updated: July 2026.