Registering a company in China: from May 2026, a translation seal alone is not enough

The document checklist for a foreign investor registering a company in China changed on 1 May 2026. The new Specification for Materials Submitted for Registration of Business Entities (2026 edition) (Guoshijianzhufa [2026] No. 5, issued 6 January 2026, effective 1 May 2026, https://www.samr.gov.cn/zw/zfxxgk/fdzdgknr/djzcj/art/2026/art_3321d681741f48cfa3a8e6ef4b15cccd.html) replaced the 2022 edition.

For translations the change tightened things — and it turns on a single conjunction.

From "or" to "and": a seal is no longer enough

Note 6 of the 2026 edition provides:

Where submitted materials or notarised/authenticated instruments are in a foreign language, a Chinese translation must be submitted together with the foreign-language original. The translating entity shall affix its company seal (or translation-dedicated seal) to the translation, mark it "translation is accurate", and attach a copy of its business licence and other subject-qualification documents, and state the translator's name and contact details; where the translator is a natural person, they shall sign the translation, state contact details, and attach copies of the corresponding translation qualification certificate and identity document. (unofficial translation; the Chinese text is authoritative)

The pivot is that the 2022 edition (Guoshijianzhufa [2022] No. 24, repealed at the same time) used "or" — the seal or the business licence copy sufficed. The 2026 edition says "and attach". (Other versions circulate online; go by the text published by SAMR.)

In other words: on the wording of the current specification, a translation carrying only a translation seal, without the business licence copy, no longer meets the requirement.

The specification also requires the translator's name and contact details on the translation — a seal alone was never the whole of it, and now plainly is not.

The individual route tightened in exactly the same way: the 2022 edition asked for the qualification copy or the identity copy; the 2026 edition asks for the qualification certificate copy and the identity copy. Both routes moved from "or" to "and".

While we are here: a widely repeated miscitation

You will read — including on agency pages — that "Article 68 of the Detailed Rules for the Implementation of the Regulations on the Administration of Registration of Market Entities requires foreign-language materials to carry a Chinese translation, failing which they are deemed not submitted."

That citation is wrong. We searched the full text of the Detailed Rules (SAMR Order No. 52, effective 1 March 2022, 82 articles, https://www.gov.cn/zhengce/zhengceku/2022-03/02/content_5676403.htm): the words 翻译 (translation), 译本 (translated version) and 外文 (foreign language) do not appear once. Article 68 is a penalty provision — about operating without registration — and has nothing to do with translation.

That "Article 68 [translation of foreign-language materials]" text comes from the consultation draft of September 2021 and did not survive into the final rule. The operative basis for the translation requirement is the Submission Specification above, not Article 68.

Something against our own interest, said plainly

We are a translation company, which is exactly why these two points should come from us:

One: there is no list of designated translation agencies. The business Q&A of the Guangming District market regulation bureau in Shenzhen (page dated 8 June 2026) puts it directly: "the translating entity is chosen by the applicant; the registration authority does not designate one" (https://www.szgm.gov.cn/szgm/hdjl/ywzsk/qykb/content/post_12827253.html). If someone tells you that only certain "designated" agencies are accepted, that has no basis.

Two: an individual may do this translation. Under the specification's own wording, where the translator is a natural person they sign the translation, state contact details, and attach copies of their translation qualification certificate and identity document. The specification does not require an agency.

The difference is only in what accompanies it: through an entity, the seal plus a business licence copy plus the translator's name and contact details; as an individual, a signature plus contact details plus qualification and identity copies. Both routes are written into the specification.

One caution, though: the specification does not define what a "translation qualification certificate" is, and counters in practice tend to expect something like a CATTI certificate. Asking an unqualified friend to translate is a risk you carry — ask the receiving counter which certificates it accepts before you file.

Subject-qualification documents: Convention states now use an apostille

Article 24 of the Detailed Rules:

Where a foreign investor establishes a foreign-invested enterprise within China, its subject-qualification document or, for a natural person, identity certificate shall be notarised by a notarial authority of its home country and authenticated by the Chinese embassy or consulate in that country. This does not apply where an international treaty concluded or acceded to by China provides otherwise for authentication. (unofficial translation)

That final carve-out is the doorway for the Apostille Convention, and the 2026 specification makes it concrete in its notes on company establishment registration: where the foreign investor's home state is a party to the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, submit the notarial instrument from the relevant home-state authority together with an apostille issued by the competent local authority (subject to the list of contracting states and their specific requirements published by the Ministry of Foreign Affairs) — excluding states China does not recognise as sovereign and states between which the Convention does not apply.

That carve-out matters: it is not simply "if your country is a party, an apostille works". States falling within the exclusion, and non-Convention states, keep the original chain — home-country notarisation plus authentication by the Chinese embassy or consulate. If you are unsure which bucket you are in, ask the receiving authority before filing.

The specification also lists cases needing no authentication, including: a Foreign Permanent Resident ID Card; a passport bearing a verifiable Chinese entry record (after the original is checked); and overseas Chinese holding a PRC passport with proof of overseas residence. Notarial documents from Hong Kong and Macao must be transmitted through the Ministry of Justice's designated body rather than submitted directly — though the specification also provides that documents transmitted electronically through that body need not be submitted, and that where a Hong Kong or Macao residence permit or travel permit copy is submitted, no notarisation or transmission is required.

It is registration plus information reporting now, not approval

Since the Foreign Investment Law took effect on 1 January 2020, establishing a foreign-invested enterprise no longer goes through the former approval or filing regime.

Under the Measures for Foreign Investment Information Reporting (MOFCOM and SAMR Order No. 2 of 2019, effective 1 January 2020, https://www.mofcom.gov.cn/zcfb/zgdwjjmywg/art/2020/art_ce7026087eb84c218daa60268988c244.html): the initial report is filed together with the establishment registration (Article 9); change reports go with the change registration, or within 20 working days where the matter is outside registered particulars (Article 11); annual reports are filed between 1 January and 30 June each year (Article 14). Reporting runs through the enterprise registration system, and market regulation departments push the data to commerce authorities (Article 4).

Two dates that older guides will get wrong

One: the transition period for restructuring legacy foreign-invested enterprises has closed. The Foreign Investment Law's five-year transition ended on 31 December 2024. Guangzhou's market regulation bureau stated in a notice of 29 April 2024 that from 1 January 2025, existing foreign-invested enterprises that have not adjusted their organisational form and governance will have other registration applications refused, and the circumstances publicly disclosed. Not a fine — other filings simply stop, and the situation is published.

Two: the capital contribution deadline. The Company Law revised on 29 December 2023 and effective 1 July 2024 requires limited liability company shareholders to pay in within five years; under State Council Order No. 784 (1 July 2024), limited liability companies registered before 30 June 2024 whose remaining contribution period, counted from 1 July 2027, exceeds five years must adjust that period to within five years by 30 June 2027. This reaches foreign-invested companies through Article 28 of the Implementing Measures for Company Registration (SAMR Order No. 95, published 20 December 2024, effective 10 February 2025, https://www.gov.cn/gongbao/2025/issue_11826/202501/content_7001287.html): "The registration administration of foreign-invested companies shall apply these Measures. Where laws, administrative regulations or departmental rules on foreign investment provide otherwise for their registration, those provisions apply."

In Guangzhou

The Guangzhou market regulation bureau's page of foreign-investment registration forms and material specifications (https://scjgj.gz.gov.cn/zwfw/fwxz/bgxz/wzdjbgjclgf/) reproduces the national 2026 specification; there is no separate local checklist. Prepare to the national version.

One caution: Guangzhou's 2020 Opinions on Facilitating the Registration of Foreign-Invested Enterprises (Suishijianguizi [2020] No. 3) expired on 16 June 2025, and guides still cite it.

In short

• The operative checklist is the 2026 edition of the Submission Specification, effective 1 May 2026; the 2022 edition is repealed.
• Translations moved from "seal or licence copy" to "seal and licence copy", plus the translator's name and contact details.
• "Article 68 of the Detailed Rules requires translation" is a miscitation — that article is a penalty provision, and the translation text comes from a draft that was never adopted.
• No designated-agency list exists, and an individual may translate (signature, contact details, qualification and identity copies).
• Convention states: notarisation plus apostille (excluding states China does not recognise as sovereign and those where the Convention does not apply); everyone else: notarisation plus Chinese consular authentication; Hong Kong and Macao go through the Ministry of Justice's designated body, with no notarisation or transmission needed where a HK/Macao residence or travel permit copy is submitted.
• The restructuring transition for legacy FIEs ended on 31 December 2024; unadjusted companies cannot process other registrations.

Requirements differ between registration authorities — confirm with the authority handling your filing before you submit.