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China Company Incorpby Choi & Partners
Setting up a company

Certificate of incumbency: what it is and when China asks for one

A certificate of incumbency is an official document confirming a company's current directors, officers and shareholders. Chinese banks and authorities often ask for one, or an equivalent extract, when an offshore company invests in China or opens an account, usually with an apostille.

What it shows

A certificate of incumbency confirms who currently runs and owns a company. It typically lists:

  • the company’s name, number and registered office
  • current directors and officers
  • shareholders and their holdings
  • sometimes authorised signatories

It is common for companies incorporated in offshore jurisdictions such as the BVI or Cayman Islands, where public registers show limited information. Some countries issue an equivalent, such as an extract from the commercial register or a certificate of good standing with director details.

Who issues it

Usually the company’s registered agent or company secretary. In some jurisdictions the registry itself issues an equivalent document.

When China asks for it

  • Setting up a WFOE with an offshore parent, to prove who controls the investor
  • Bank account opening, as part of beneficial-ownership checks
  • Beneficial ownership filings, to trace control through the group

Apostille

For use in mainland China, the document normally needs an apostille (or consular legalisation if the issuing country isn’t in the Apostille Convention). Check that the certificate is recent: banks and registries often want one issued within the last few months.

We tell you exactly which corporate documents your structure needs as part of remote company registration.

Reviewed by Choi & Partners · 3 October 2026. This page is general information, not legal advice.
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