Apostille or Legalisation? Documents Foreign Shareholders Need to Register a China Company
Quick answer: Foreign shareholders registering a company in China must provide authenticated identity and corporate documents. Since 7 November 2023, when the Apostille Convention took effect in mainland China, documents from other member countries need only notarisation and an apostille (the Apostille China route), without consular legalisation. Documents from non-member countries still require legalisation, and Hong Kong documents follow a separate attestation route.
Document preparation in your home country is often the slowest part of setting up a WFOE, and it is the part a China-based adviser cannot speed up. Knowing exactly what is needed, and in what form, avoids repeat trips to the notary.
Documents foreign shareholders need to apostille for a China company
The exact list depends on the city and the structure, but foreign shareholders typically provide:
If the shareholder is a company
Certificate of incorporation (or commercial register extract)
Certificate of good standing or incumbency, where available
Articles of association or constitutional documents, if requested
Board or shareholder resolution approving the investment and appointing officers
Passport of the shareholder's authorised signatory
If the shareholder is an individual
Passport copy, notarised
Proof of address, if requested by the bank
For the people appointed to the WFOE
Passport copies of the legal representative, director(s) and supervisor (if any)
Contact details and, in some cases, proof of address
Banks may also ask for a bank reference letter or proof of funds for the shareholder.
Apostille China vs consular legalisation
Shareholder from | Authentication route |
A country that is party to the Apostille Convention (most of Europe, the US, the UK, Australia and many others) | Notarisation, then an apostille from the competent authority. No embassy step. |
A country that is not a party | Notarisation, authentication by the home-country foreign ministry, then legalisation by the Chinese embassy or consulate |
Hong Kong | Attestation by a China-Appointed Attesting Officer, with the transfer seal of China Legal Services (HK) |
The apostille removed the embassy stage for most foreign investors, which used to take several weeks. It did not remove the notarisation step, and it does not cover translation.
Translation
Documents must be submitted with a Chinese translation. Translations are normally done in China by a qualified translation agency so that the authorities and banks accept them. Ask your adviser to arrange translation rather than commissioning it abroad.
Common reasons documents are rejected
Inconsistent names. The company name or a person's name is written differently across documents.
Expired documents. Certificates of good standing and similar documents are usually expected to be recent, often within six months.
Missing pages or signatures. Every page that requires a signature must be signed, and the notary certificate must cover the full document.
Wrong signatory. The resolution is signed by someone without authority under the parent's constitution.
Hong Kong documents apostilled instead of attested. Hong Kong shareholders need the China-Appointed Attesting Officer route for mainland use.
Hong Kong holding companies
Many investors hold their WFOE through a Hong Kong company. In that case the Hong Kong company's documents are attested in Hong Kong. Woodburn's Hong Kong team can arrange this alongside the Hong Kong company registration itself. See Owning Your WFOE Through a Hong Kong Company for the pros and cons.
A practical checklist
Confirm the shareholder structure and the people who will hold each role.
Get the exact document list for your chosen city from your adviser before visiting the notary.
Check that names, addresses and passport numbers match across all documents.
Notarise, then apostille (or legalise).
Courier originals to China and arrange certified translation locally.
Frequently asked questions
Do passports always need to be notarised?
Passport copies of shareholders and key officers are usually notarised and apostilled. Requirements differ by city and bank, so confirm before you start.
Can documents be signed electronically?
Notaries generally require wet-ink signatures on documents for use in China. Check with your notary before arranging an e-signature.
How long is an apostilled document valid?
The China apostille itself does not expire. Authorities and banks may still ask for underlying documents, such as a good standing certificate, to be recent.
Related reading
Get your document list right the first time
Before you visit a notary, we will send you a city-specific checklist and review drafts so nothing has to be redone. Book your free 30-minute consultation → Or call Shanghai +86 21 5116 2893 · Hong Kong +852 3978 0300 |
About Woodburn Accountants & Advisors
Woodburn Accountants & Advisors helps international businesses set up and run companies in mainland China and Hong Kong. With more than 30 years' experience and offices in Shanghai and Hong Kong, our team of chartered company secretaries, certified public accountants and tax specialists has guided hundreds of foreign companies, from first-time market entrants to established multinationals, through company registration, accounting, tax, payroll and annual compliance. We combine large-firm expertise with boutique responsiveness.
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