US citizens and US companies can establish a wholly foreign-owned company in China where the proposed activity permits full foreign ownership. Check the applicable national foreign-investment negative list, or the Hainan Free Trade Port list for a Hainan project, together with sector licensing requirements.
For an American investor, much of the preparation happens before the Chinese application is filed: choosing the actual shareholder, obtaining the right US records and confirming who can sign. A state registry download, a good standing certificate and a notarized authorization serve different purposes. Getting those distinctions right can prevent a second round of document orders and international shipping.
This guide focuses on the US document file. Our general China registration guide covers the broader incorporation process.
Should you invest personally or through your US company?
Settle this before commissioning translations or Apostilles. If your US company will own and fund the Chinese subsidiary, its identity and signing authority need to be clear throughout the file.
| Proposed shareholder | Starting point for review | Main preparation question |
|---|---|---|
| A US individual | Passport and the available identity-verification route | Can the registrar inspect the original, or is a properly certified document required? |
| A US corporation or LLC | Legal-status records from its formation jurisdiction and evidence of signing authority | Which records and authorized signatory will the Chinese recipient accept? |
| Several individuals or entities | A separate file for every shareholder | Do names, ownership percentages and contribution commitments match across the documents? |
Personal ownership may involve fewer corporate records, but document convenience should not decide the ownership structure. A single-member US LLC proposed as the shareholder still needs an entity document review; sending only its owner's passport does not explain the proposed shareholder.
Prepare a simple ownership chart showing the Chinese company, its direct shareholder and the people ultimately owning or controlling that shareholder. Use it to discuss the structure with the registrar, bank and your US tax adviser before signing.
What does a US individual need?
Under China's 2026 registration material specifications, a foreign individual's PRC Foreign Permanent Resident ID Card does not require notarization, consular legalization or an Apostille. A passport with entry formalities confirmed by China's exit-entry authorities also qualifies after its original is checked.
This is a conditional document exception. An emailed US passport scan alone does not establish eligibility. Ask the receiving registrar how the original inspection and identity verification will happen. If you plan to stay in the United States throughout incorporation, confirm the remote route before ordering a notarized passport copy. Hainan has additional options discussed below.
Which US company records should you order?
Ask the Chinese registrar to confirm the proposed evidence of the shareholder's legal status, including document names, certification format and any recency requirement. There is no useful all-state checklist that can replace that review.
Start with the shareholder's state of formation. If a Delaware entity operates from California, California is not the issuing authority for its Delaware formation record. Also flag any name change, conversion, merger or reinstatement that could make an older record inconsistent with the current shareholder name.
Formation records and good standing answer different questions
California's Secretary of State distinguishes a certified copy of a filed document from a Certificate of Status. The first reproduces a filing; the second reports the entity's current status. Free plain copies are another category. These distinctions help you specify what to order, but do not mean China requires every available document. See California's official records guidance.
Delaware likewise separates its incorporation or formation filings from status certificates. Its online status service expressly says the result is not an official good standing certificate; that certificate must be ordered separately.
For the document review, distinguish three functions:
- Existence and formation: Which official record identifies the entity being proposed as shareholder?
- Current status: Is a recent status or good standing certificate requested, and in which form?
- Authority: What shows that the person signing may approve the investment and act for that entity?
A formation document may not answer the last two questions. Conversely, do not assume a good standing certificate substitutes for every underlying filing. Have the Chinese recipient approve the package before paying for expedited processing.
Which authority issues the Apostille?
First establish whether an exemption applies. Where an Apostille is needed, public documents within the Convention's scope issued in the United States can be used in mainland China with a US Apostille, without further Chinese consular authentication. This arrangement has applied since November 7, 2023. The Chinese Consulate General in New York's guidance also explains that state procedures differ.
The route depends on the document and the signature being certified:
| Document category | Route to confirm before submission |
|---|---|
| A certified state registry record | The competent authority in the state that issued the record |
| A private authorization or declaration bearing a notarial act | The state procedure applicable to that notary's signature, including any preliminary steps |
| A federal public document | The federal authentication route applicable to that document |
For example, California's Apostille instructions cover California public-official signatures and specify the accepted original document format. The office does not accept a photocopy in place of the required document. Federal documents follow separate US Department of State instructions; the Department cautions against notarizing an original federal document.
Delaware's rules add practical details: filed documents need separate certifications for Apostille purposes, official public-record copies should come from the issuing authority, and Delaware does not accept remotely or electronically notarized documents for Apostilles. These are Delaware rules, so check another state's instructions rather than assuming they are identical.
For a passport copy or privately signed corporate document, confirm the accepted preparatory form before choosing an Apostille service. An Apostille cannot resolve a mismatch between the document ordered in the US and the evidence requested in China.
Confirm signing authority and Chinese translations
Check each signature block against the proposed shareholder's governing documents and approvals. Do not assume that the founder, registered agent and authorized corporate signatory are interchangeable.
The national material specifications recognize an organization's legal representative, responsible person or authorized signatory, with sealing requirements depending on the document. Foreign-language materials and certification papers must be accompanied by Chinese translations. A translation company must stamp and confirm accuracy, provide its legal-status evidence and identify the translator and contact details; an individual translator must provide the prescribed signature, contact, qualification and identity evidence.
Ask separately about any corporate resolution, signatory evidence or power of attorney. Confirm its wording and whether certification is required before execution. Also distinguish filing-agent authority from the foreign investor's authorization of a domestic recipient for service of legal documents, which is addressed in SAMR's foreign-investment registration guidance.
Can Hainan simplify the document file?
Potentially. Under Hainan's 2025 registration measures, investors establishing foreign-invested enterprises outside the applicable negative list may use a conditional exemption for specified shareholder evidence. An individual supplies an identity-document copy. An overseas enterprise supplies legal-status evidence plus a recommendation from the Hainan International Economic Development Bureau or a city or county government.
The authenticity undertaking and the designated representative or agent's real-name verification must be completed. Serious adverse-credit records or previous false undertakings can prevent use until credit repair. Where the conditions are met, the specified evidence does not need notarization, consular legalization or an Apostille. The measures remain effective through June 8, 2030.
Hainan's second set of measures, effective June 30, 2026, also provides online identity verification and electronic signatures using a UnionPay card and its reserved mobile number. Confirm the applicant can complete this route before planning a fully online filing.
For a US corporate shareholder, the recommendation condition deserves an early check. A Hainan address alone does not establish eligibility, and the registrar's exemption should not be assumed to satisfy a bank's separate review.
Prepare for the bank and US review before funding
China's customer due-diligence rules effective January 1, 2026 require financial institutions to identify customers and beneficial owners and understand the purpose and nature of the relationship. The depth of inquiry depends on risk, with source and use of funds relevant to enhanced checks.
Ask the proposed bank about its ownership-chart evidence, identity verification, business explanation, capital-remittance documents and attendance arrangements. These are bank-preparation questions, not a universal incorporation attachment list. Review China's separate beneficial-owner filing rules, including any applicable exemption, and set contribution commitments with the five-year registered-capital rules in mind.
On the US side, obtain a targeted review if the project involves semiconductors and microelectronics, quantum information technologies or certain AI activities. Treasury's Outbound Investment Security Program prohibits some covered transactions and requires notification of others. Its current FAQ says 31 CFR Part 850 remains effective pending implementing regulations under the COINS Act. Chinese registration approval does not resolve those US obligations.
Discuss the proposed ownership and capital contributions with your US tax adviser as well. Our US–China tax treaty guide addresses treaty questions separately.
Start with a document review
For a Hainan project, send the proposed shareholder's exact name and formation state, intended activities, ownership chart, proposed signer and whether anyone can attend in China. We can use those details to review the registration route and identify the documents to confirm before certification. See our company registration service or contact our team.
Official sources checked: October 17, 2026. Confirm the receiving registrar's and bank's requirements before ordering or signing documents.
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