Starting a Business in

China - Shanghai

Below is a detailed summary of the bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate and register a new firm in China - Shanghai. It examines the procedures, time and cost involved in launching a commercial or industrial firm with between 10 and 50 employees and start-up capital of 10 times the economy's per-capita gross national income.

This information was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 190 economies. The most recent round of data collection was completed in June 2016.

Compare China - Shanghai to 189 other economies.

  • No. Procedure Time to Complete Associated Costs

    Obtain a notice of pre-approval of the company name

    Agency: Administration of Industry and Commerce

    The applicant picks up the application for company name pre-approval from the local Administration of Industry and Commerce (AIC), or otherwise, downloads the form from AIC’s Web site. The applicant can be the representative designated by all the shareholders or the agent entrusted by all the shareholders. The completed application form shall be signed by all shareholders of the company. The application form together with the business licenses or other registration certificates (if the shareholders are companies or other eligible entities) and the photocopy of the identity card of the individual shareholders shall be filed with the AIC. Effective July 1, 2004, enterprise name registration must follow the amended State Administration of Industry and Commerce (SAIC) rules (that is, the new Enterprise Name Registration Administration Implementing Measures, or qi ye ming cheng deng ji guan li shi shi ban fa). According to the new registration rules, if the applicant goes directly to the AIC, a proposed company name is approved or rejected on the spot. This is newly regulated by Article 24 of the aforementioned measures and is implemented in practice. However if the application is made through mail, fax, email, etc, the proposed company name will be approved or rejected within 15 days.

    1 day no charge

    Apply for registration certification "business license of enterprise legal person" with SAIC, the organization code certificate issued by the Quality and Technology Supervision Bureau and registration for both state and local tax with the tax bureau

    Agency: SAIC (Single window)

    Since July 2010, it has been possible to use the "parallel application and review" process in most districts of Shanghai. The entrepreneur can submit the documents for business license, certificate for quality and technology and state and local tax at the same time at one window. All the application forms can be downloaded from SAIC’s website. The agent at the window will scan all the documents and send them electronically to all relevant agencies. The business license is approved first and the two other agencies can give their approval immediately after. They are notified online once the business license has been approved. According to the Notice of the Ministry of Finance and the National Development and Reform Commission on Cancellation, Suspension and Exemption of Certain Administrative Charges issued on December 23, 2014 and effective on January 1, 2015, the registration fee for enterprise establishment has been cancelled since January 1, 2015.

    To obtain registration certification, the company must file a completed application form along with the following documents:
    • Notice of approval of company name
    • Lease or other proof of company office.
    • Articles of association, executed by each shareholder
    • Representation authorization
    • Identity cards of shareholders and identification documents of officers
    • Appointment documents and identification documents (certifying name and address) of the directors, supervisors, and officers.
    • Appointment documents and identification documents of the company’s legal representative
    • Other documents as required by the authorities

    According to the new administrative rules, application forms may be downloaded from the local government authorities’ Web sites. Statutory time limits were introduced for acceptance of application documents and for registration decision making, which differs according to the form of application. Documentation requirements for company registration were standardized. The Registry is now required to publicly display them.

    According to Article 52, if an application is filed (by letter, telegraph, telex, fax, email, or electronic data exchange), the Company Registry must, within 5 days of receiving the relevant application documents and materials, decide whether to accept the application. If the application documents and materials are incomplete or do not meet the statutory requirements, the Registry must inform the applicant, within 5 days, of all contents subject to supplementation and correction.

    According to Article 54, if the organ in charge of company registration must verify the application documents and materials, it shall decide whether to approve the registration within 15 days of acceptance. In other cases, the organ must decide whether to approve the registration on the spot or within 15 days of acceptance.

    According to Article 55, if the organ decides to approve a company registration, it shall issue a “notice on approval for establishment registration” and inform the applicant to collect its business license within 10 days.

    The company must apply for the organization code certificate within 30 days of obtaining the business license, by filing a completed application form with the Shanghai Organization Code Management Center (a branch of the Quality and Technology Supervision Bureau) along with the following documents:
    • Business license (original and one copy)
    • Identity card of the legal representative (one copy)

    The cost for Organization Code Certificate is exempted for micro or a small size companies. For other companies, the cost of CNY 120 shall apply, which includes a technical service fee of CNY 82, a production cost of IC Card of CNY 20 and a production fee for the original and duplicate copy of the certificate of CNY 10 and CNY 8, respectively.

    The tax registration procedures have been simplified since 2004 with the implementation of the Administration Measures of Tax Registration, issued by the State Taxation Bureau. Two separate taxation authorities still exist (the state taxation bureau and local taxation bureau). However, company founders are required to file tax registration only once, to either of these two authorities. The statutory time limit is 30 days from the date of receiving the registration application.

    The company must file the tax registration form and the initial tax reporting forms. Together with those forms, the company submits for review the following documents:
    • Business license certificate (original and one copy)
    • Organization Code Certificate (original and one copy)
    • Articles of Association and Shareholders' Agreement (one copy)
    • ID card, passport or other identification certificate of the legal representative and the head of the financial department (one copy)
    • lease or other proof of company office (original and one copy)
    • ID card or Business Licenses of each shareholder (original and a copy)
    • Tax Registration Form
    • Registration Form for Building, Land, Vehicle and Ship

    11 days no charge

    Obtain the approval to make a company seal from the police department

    Agency: Police Department

    If all the shareholders are individual investors, the registration file will include:

    (1) the original and duplicate of the business license of the company and their photocopies;
    (2) a power of attorney issued by the company;
    (3) a copy of the passport or identity card of the legal representative of the company; and
    (4) the identity card of the person submitting the application documents.

    The Police Department will issue an approval certificate for making company seals to the company after the application is approved.

    1 day no charge

    Make a company seal

    Agency: Seal maker

    To make the company seal, the company shall designate a company possessing a Shanghai Special Industry Permit (company seal carving) (《上海市特种行业许可证》公章刻制业). This process costs CNY 300-1,000 depending on the design and the quality.

    1 day CNY 300

    Open a bank account of the company

    Agency: Bank

    The procedures and required documents for opening a company bank account and transferring the registered capital to it may vary depending on each bank’s practice.

    1 day no charge

    Apply for the authorization to print or purchase financial invoices/receipts

    Agency: Tax Authority

    The Shanghai State Tax Bureau and the Shanghai Local Tax Bureau have co-issued a circular (""Tax Circular"") on February 25, 2013 providing that since January 2012, micro and small size companies no longer need to pay fees in respect of the purchase of invoices. After registering for state or local taxes and obtaining the tax registration certificate, the company must apply separately to the relevant authorities (that is, the state and local taxation offices) for approval to purchase and issue financial invoices/receipts. The taxation authority will issue the invoice purchasing book, if it agrees to grant the company such qualification, upon reviewing the following submitted documents:

    • Tax registration certificate (one copy)
    • Identity card of taxation personnel (one copy)
    • Application forms
    • Models of invoice seal
    • Company seal

    10 days no charge

    Purchase uniform invoices

    Agency: Tax Authority

    The company must obtain and submit an application form to purchase uniform invoices (购用统一发票申请单). The form and the authorization book (from Procedure 8) must be submitted to the Tax Office.

    The VAT and ordinary invoices are published by the tax authority for anti-forgery reasons (with few exceptions). Taxpayers buy VAT and ordinary invoices from the tax authority.

    The Shanghai State Tax Bureau and the Shanghai Local Tax Bureau have co-issued a circular (""Tax Circular"") on February 25, 2013 providing that since January 2012, micro and small size companies no longer need to pay fees in respect of the purchase of invoices.

    1 day no charge

    File for recruitment registration with local career service center

    Agency: Career Service Center

    Within 30 days of recruiting employees, a new company must register with the local career service center, sponsored by the local government. Relevant application forms which can be electronically downloaded or obtained from the local career service center shall be filled and submitted on the following website: www.12333sh.gov.cn . Companies can register online if they have already obtained the code from the local career service center.

    1 day no charge
    * 9

    Register with Social Welfare Insurance Center

    Agency: Social Welfare Insurance Center

    Within 30 days of establishment, the company must register for the payment of employee social insurance with the local social insurance office by submitting a completed social insurance registration form and the following documents:

    - Organization Code Certificate (one copy with company seal)
    - Business License (one copy with company seal)

    To apply for Social Insurance Payment Card, the following documents should be submitted:

    - Application Forms;
    - Business License (one copy);
    - Organization Code Certificate (one copy);
    - Tax Registration Certificate (one copy);
    - ID card of the legal representative;
    - Bank Basic Deposit Account Opening Permit (one copy);"

    After all these documents have been verified, the authorities will issue a notice to open a social insurance account for the company. The company must then apply to open a special account at the designated bank or use the existing one. The local social insurance office will issue the social insurance registration card to the company on receiving bank notification of account opening.

    1 day, simultaneous with previous procedure no charge

    * Takes place simultaneously with previous procedure.