Published · Madagascar

China Company Registration: Documents, Steps and Timeline for Founders from Madagascar

A practical guide for founders from Madagascar on registering a company in China: the documents you will need, the steps from name reservation to bank account, realistic timelines, and common pitfalls around notarisation, apostilles and consular legalisation. General information only, not legal or tax advice.

Setting up a company in China is a well-trodden path, but for founders coming from Madagascar the paperwork often causes more delay than the business plan itself. Chinese authorities accept foreign investment in most sectors, and a wholly foreign-owned enterprise (WFOE) is the structure most founders use when they want to control their own entity, invoice customers in renminbi and hire local staff. This guide walks through the documents, the sequence of steps and a realistic timeline. It is general information only — not legal or tax advice — and rules vary by city and by industry, so confirm details with a qualified local adviser before you commit money.

First, decide what you are registering

Before touching paperwork, settle three questions: what the company will do, where it will be registered, and who will be the legal representative.

• Business scope. Chinese business licences list permitted activities in prescribed wording. Some activities require a pre-approval or a post-registration licence (food, education, logistics, certain tech services). Keep the scope narrow and accurate; adding activities later means a change filing.
• Registered address. You need a real address in the city of registration, usually with a lease and the landlord's property certificate. Many founders start with a serviced office or an incubator that provides address documentation.
• Legal representative. This person signs for the company and carries statutory responsibilities. It can be a foreigner, but if the legal representative does not reside in China, practical issues arise with banking and tax registration, so many founders appoint a China-based manager.

Registered capital is a subscribed figure, not money you must wire on day one for most ordinary companies, but it should be realistic: it signals credibility and affects liability. Shareholding can be 100% foreign-owned in most sectors; check the current negative list for your industry.

The documents you will need

Chinese registration authorities want clean, consistent, translated paperwork. Expect to prepare the following.

From the foreign shareholder (you or your Madagascar company)

• Passport copy of each individual shareholder and director, clearly scanned.
• If a Madagascar company is the shareholder: certificate of incorporation, articles or statute, and a register of directors/shareholders, plus a board resolution approving the China investment.
• Proof of address for the shareholder entity, such as a utility bill or bank statement showing the registered office.
• Notarisation and legalisation. Foreign documents generally must be notarised in Madagascar and then legalised for use in China. Madagascar is not a party to the Hague Apostille Convention, so the usual route is consular legalisation by the Chinese embassy in Antananarivo, or notarisation through a Chinese notary public where the local practice allows it. Chinese authorities also require Chinese translations of foreign-language documents, often stamped by a translation agency.

For the China entity itself

• Proposed company names (three to five, in Chinese, with an English version), following the city + trade name + industry + company type format.
• Articles of association (a standard template is usually acceptable for a simple WFOE).
• Lease agreement and property certificate for the registered address.
• Appointment documents for the legal representative, supervisor and directors.
• Application forms, often submitted online through the local Market Supervision Administration portal, then signed in person or with a recognised electronic signature.

A practical tip from founders who have done this: have every foreign document notarised and legalised before you start, and keep names, addresses and shareholding identical across every document. Mismatches are the single most common cause of rejection.

Step-by-step registration

Step 1: Name reservation

Submit proposed names to the Market Supervision Administration (formerly AIC). Approval is usually quick, but names that imitate famous brands or use restricted words are rejected. The reservation is valid for a limited period, so do not apply too early.

Step 2: Prepare and legalise documents

Notarisation in Madagascar and consular legalisation can take several weeks and depends on embassy appointment availability. Do this in parallel with name reservation.

Step 3: Submit the establishment application

File the incorporation package, including articles, address documents and appointment papers. If your business falls into a sector requiring foreign investment filing or approval (the negative list), additional steps apply before or alongside registration.

Step 4: Receive the business licence

The business licence (营业执照) is the company's birth certificate. It carries the unified social credit code, which you will use everywhere afterwards.

Step 5: Register with the Public Security Bureau for seals

Companies need official seals — company seal, legal representative seal, finance seal and sometimes a contract seal. Seals are made by approved vendors after police registration, and they matter: contracts, bank payments and tax filings depend on them. Keep them secure and consider a seal management policy from day one.

Step 6: Bank account opening

Open the basic RMB account (基本户). Banks require the licence, seals, identification documents and often a visit to the registered address. This step can be slow, and banks conduct enhanced due diligence on foreign-owned entities, so bring a clear explanation of your business and expected flows. Once the basic account exists, you can open a foreign currency capital account if needed.

Step 7: Tax and social insurance registration

Register with the tax authority, choose the taxpayer status appropriate to your size and expected revenue, and set up invoicing. Register for social insurance if you will hire employees. Engage a local bookkeeping firm early; monthly filing obligations begin immediately, even before you generate revenue.

Step 8: Foreign exchange and capital contribution

If you will inject capital, follow the foreign exchange registration process through the bank so funds can be converted and used for permitted purposes. Keep documentation of each remittance.

Realistic timeline

• Name reservation: a few working days.
• Notarisation and legalisation in Madagascar: commonly several weeks, depending on appointments and courier time.
• Establishment application to business licence: roughly one to three weeks once documents are complete, longer in cities with heavier review or restricted sectors.
• Seals: a few working days.
• Bank account: one to four weeks in practice; this is often the bottleneck.
• Tax registration and setup: one to two weeks after the licence.

In total, a straightforward WFOE with documents prepared in advance might take six to ten weeks from start to a functioning bank account. Plan for longer if your sector needs licences, if documents need correction, or if you are registering in a city where foreign investment review is more careful. Madagascar-specific legalisation adds time that founders from apostille countries simply do not face — build it into your schedule.

Common pitfalls for Madagascar founders

• Legalisation surprises. Confirm the current requirements with the Chinese embassy before notarising, because procedures and fees change.
• Translation quality. Use a translation agency used to Chinese authorities; amateur translations get returned.
• Address that cannot be verified. A cheap virtual address can fail bank checks. Verify the landlord can supply the property certificate.
• Underestimating compliance. Monthly tax filings, annual reporting and seal discipline are continuous obligations, not one-off steps.

None of the above replaces advice tailored to your business. Before registering, engage a China-based corporate adviser and, ideally, a tax adviser who can review your structure and confirm the current rules for your city and industry.