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Regulations of the People Republic of China on

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					  Regulations of the People’s Republic of
 China on Administration of Registration of
               Companies
(Promulgated by Decree No. 156 of the Stale Council of the People’s Republic of
China on June 24, 1994, and revised in accordance with the Decision of the State
Council on Amending the Regulations of the People’s Republic of China on
Administration of Registration of Companies made on December 18, 2005)



                        Chapter I General Provisions
     Article 1   These Regulations are formulated in accordance with the Company
Law of the People’s Republic of China (hereinafter referred to as the Company Law)
for the purpose of affirming the status of a company as an enterprise legal person and
standardising the registration of companies.
     Article 2     Incorporation, alteration and termination of limited liability
companies and joint stock limited companies (hereinafter collectively referred to as
companies) shall be registered in accordance with these Regulations.
     In applying for registration of a company, the applicant shall be responsible for
the authenticity of the application documents and materials.
     Article 3   A company may be granted the status of an enterprise legal person
only after it has registered in accordance with law with the company registration
authority and has obtained a Business Licence for an Enterprise Legal Person.
     As of the effective date of these Regulations, no newly incorporated company
that has not registered with the company registration authority shall be allowed to
conduct business activities in the name of a company.
     Article 4   The administrative departments for industry and commerce shall be
the company registration authorities.
     Company registration authorities at lower levels shall carry out registration of
companies under the leadership of company registration authorities at higher levels.


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     Company registration authorities shall perform their duties in accordance with
laws and shall not be subject to any unlawful interference.
     Article 5   The State Administration for Industry and Commerce shall be in
charge of registration of companies throughout the country.



                 Chapter II Jurisdiction over Registration
     Article 6    The State Administration for Industry and Commerce shall be
responsible for registration of the following companies:
     (1) companies in which the State-owned assets supervision and administration
authority of the State Council performs its duties as an investor, and companies
invested in and incorporated by the said companies which hold not less than 50% of
the shares;
     (2) foreign-invested companies;
     (3) companies that shall be registered with the State Administration for Industry
and Commerce as stipulated by laws, administrative regulations or decisions of the
State Council; and
     (4) other companies that shall be registered with the State Administration for
Industry and Commerce as required by it.
     Article 7    The administrations for industry and commerce of provinces,
autonomous regions and municipalities directly under the Central Government shall
be responsible for registration of the following companies within their respective
jurisdictions:
     (1) companies in which the State-owned assets supervision and administration
authority of the people’s government of the province, autonomous region or
municipality directly under the Central Government performs its duties as an investor,
and companies invested in and incorporated by the said companies which hold not
less than 50% of the shares;
     (2) companies invested in and incorporated by natural persons, which shall be
registered with the administration for industry and commerce of the province,


                                           2
autonomous region or municipality directly under the Central Government as required
by it;
      (3) companies that shall be registered with the administrations for industry and
commerce of provinces, autonomous regions and municipalities directly under the
Central Government as stipulated by laws, administrative regulations or decisions of
the State Council; and
      (4) other companies that shall be registered with the administrations as
authorised by the State Administration for Industry and Commerce.
      Article 8   The administrations for industry and commerce of cities divided into
districts, prefectures and counties, the sub-administrations for industry and commerce
of municipalities directly under the Central Government, and the district
sub-administrations of the administrations for industry and commerce of cities divided
into districts shall be responsible for registration of the following companies within
their respective jurisdictions:
      (1) companies other than those listed in Articles 6 and 7 of these Regulations;
and
      (2) companies that shall be registered with the administrations as authorised by
the State Administration for Industry and Commerce or by the administrations for
industry and commerce of provinces, autonomous regions or municipalities directly
under the Central Government.
      Specific jurisdiction over registration specified in the preceding paragraph shall
be formulated by the administrations for industry and commerce of the provinces,
autonomous regions and municipalities directly under the Central Government.
However, in the case of joint stock limited companies, the administrations for industry
and commerce of cities divided into districts and prefectures shall be responsible for
their registration.



                      Chapter III Registration Particulars
      Article 9 The registration particulars of a company shall include:


                                            3
     (1) name;
     (2) domicile;
     (3) name of the legal representative;
     (4) registered capital;
     (5) paid-up capital;
     (6) type of company;
     (7) scope of business;
     (8) duration of operation; and
     (9) names of the shareholders of a limited liability company, or of the promoters
of a joint stock limited company, the amount of capital contributions subscribed and
paid up, and the date and form of the contributions made.
     Article 10      The registration particulars of a company shall be in conformity
with the provisions of laws and administrative regulations. Where registration
particulars are not in conformity with the provisions of laws and administrative
regulations, the company registration authority shall not have the company registered.
     Article 11       A company’s name shall be in conformity with the relevant
provisions of the State. A company may use only one name. A company’s name which
has been registered with the approval of the company registration authority shall be
protected by law.
     Article 12      The domicile of a company shall be the place where its principal
office is located. A company registered with the company registration authority may
have only one domicile. A company’s domicile shall be located within the area which
is under the jurisdiction of the company registration authority with which the
company is registered.
     Article 13      A company’s registered capital and paid-up capital shall be shown
in RMB unless otherwise provided for by laws and administrative regulations.
     Article 14      The form of capital contributions made by a shareholder shall be in
conformity with the provisions of Article 27 of the Company Law. Where a
shareholder makes his capital contributions in the form of other properties than in
currency, in kind, intellectual property rights or land use right, the measures for
                                             4
registration thereof shall be formulated by the State Administration for Industry and
Commerce jointly with the relevant departments of the State Council.
     A shareholder shall not make his capital contributions with labour service, credit,
the name of a natural person, goodwill, franchise right, property placed as security, or
the like, at its appraised value.
     Article 15     The scope of business of a company shall be specified by the
articles of association of the company and registered in accordance with law.
     The terms to be used for the scope of business of a company shall be determined
with reference to the standards for classification of different national economic
sectors.
     Article 16     The company types include limited liability companies and joint
stock limited companies.
     A one-person limited liability company shall, in its registration, indicate whether
it is of the sole proprietorship of a natural person or of a legal person, and shall have it
clearly stated as such in the business licence of the company.



                   Chapter IV Incorporation Registration
     Article 17    Where a company is to be incorporated, an application for name
approval shall be submitted.
     Where the incorporation of a company is subject to approval as stipulated by
laws, administrative regulations or decisions of the State Council, or any of the items
within a company’s scope of business is subject to approval before registration as
stipulated by laws, administrative regulations or decisions of the State Council, the
application shall be submitted for the said approval after an application for name
approval is submitted, and the application for the said approval shall be submitted in
the name of the company approved by the company registration authority.
     Article 18    For incorporation of a limited liability company, an application for
name approval shall be submitted to the company registration authority by a
representative designated, or an agent jointly authorised, by all of the shareholders;


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while for incorporation of a joint stock limited company, an application for name
approval shall be submitted to the company registration authority by a representative
designated, or an agent jointly authorised, by all of the promoters.
     To apply for name approval, the applicant shall submit the following documents:
     (1) a written application for name approval signed by all of the shareholders of a
limited liability company or by all of the promoters of a joint stock limited company;
     (2) the documents on power of attorney for the representative designated, or the
agent jointly authorised, by all of the shareholders or promoters; and
     (3) other documents that shall be submitted as stipulated by the State
Administration for Industry and Commerce.
     Article 19   An approved name shall be reserved for a period of six months.
Within the reservation period, the name shall not be used for business activities, nor
transferred.
     Article 20   For incorporation of a limited liability company, an application for
incorporation registration shall be submitted to the company registration authority by
a representative designated, or an agent jointly authorised, by all of the shareholders.
For incorporation of a wholly State-owned company, the State-owned assets
supervision and administration authority authorised by the State Council or by the
local people’s government to which it belongs shall be the applicant for the
incorporation registration. Where the incorporation of a limited liability company is
subject to approval as stipulated by laws, administrative regulations or decisions of
the State Council, the applicant shall, within 90 days from the date of approval, apply
to the company registration authority for incorporation registration; where the
application is submitted at expiration of the specified time limit, the applicant shall
request the approving authority to confirm the validity of the original document of
approval, or shall submit another application for approval.
     To apply for incorporation of a limited liability company, the applicant shall
submit the following documents to the company registration authority:
     (1) a written application for incorporation registration signed by the legal
representative of the company;
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     (2) the documents on power of attorney for the representative designated, or the
agent jointly authorised, by all of the shareholders;
     (3) the company’s articles of association;
     (4) the Capital Verification Report issued by a legally established capital
verification institution, unless otherwise provided for by laws or administrative
regulations;
     (5) if a shareholder makes his initial capital contributions in non-currency
property, the document certifying that he has gone through the procedures for
transferring his property rights shall be submitted at the time when the company
applies for incorporation registration;
     (6) the qualification certificates of the shareholders as to their legal personality,
or the identification certificates if they are natural persons;
     (7) a document specifying the names and domiciles of the company’s directors,
supervisors and managers, and the documents related to their appointment, election or
employment;
     (8) the appointment document and identification certificate of the company’s
legal representative;
     (9) the written notification of name approval;
     (10) the documents on the right use of the company’s domicile;; and
     (11) other documents that shall be submitted as stipulated by the State
Administration for Industry and Commerce.
     The amount of the initial capital contributions made by a shareholder to a
foreign-invested limited liability company shall be in conformity with the provisions
of laws and administrative regulations, and the remainder shall be paid in full within
two years from the date when the company is incorporated or within five years if the
company is an investment company.
     Where the incorporation of a limited liability company is subject to approval as
stipulated by laws, administrative regulations or decisions of the State Council, an
application for approval shall be submitted in addition.
     Article 21    For incorporation of a joint stock limited company, the board of
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directors shall apply to the company registration authority for incorporation
registration. Where a joint stock limited company is to be incorporated by means of
share offer, the application shall be submitted to the company registration authority
within 30 days after the inaugural assembly.
     To apply for incorporation of a joint stock limited company, the applicant shall
submit the following documents to the company registration authority:
     (1) a written application for incorporation registration signed by the legal
representative of the company;
     (2) the documents on power of attorney for the representative designated, or the
agent jointly authorised, by the board of directors;
     (3) the company’s articles of association;
     (4) the Capital Verification Report issued by a legally established capital
verification institution;
     (5) if a promoter makes his initial capital contributions in non-currency property,
the document certifying that he has gone through the procedures for transferring his
property rights shall be submitted at the time when the company applies for
incorporation registration;
     (6) the qualification certificates of the promoters as to their legal personality, or
the identification certificates if they are natural persons;
     (7) a document specifying the names and domiciles of the company’s directors,
supervisors and managers, and the documents related to their appointment, election or
employment;
     (8) the appointment document and identification certificate of the company’s
legal representative;
     (9) the written notification of name approval;
     (10) the documents on the right use of the company’s domicile; and
     (11) other documents that shall be submitted as stipulated by the State
Administration for Industry and Commerce.
     Where a joint stock limited company is to be incorporated by means of share
offer, the minutes of the inaugural assembly shall be submitted in addition; where a
                                             8
joint stock limited company which is incorporated by means of share offer intends to
offer its shares to the public, the document of approval issued by the securities
regulatory authority of the State Council shall be submitted in addition.
     Where the incorporation of a joint stock limited company is subject to approval
as stipulated by laws, administrative regulations or decisions of the State Council, a
document of approval shall be submitted in addition.
     Article 22   Where the items within the scope of business which a company
applies to register are subject to approval before registration as stipulated by laws,
administrative regulations or decisions of the State Council, it shall apply to the
relevant department of the State for approval before the application for registration,
and the document of the said approval shall be submitted to the company registration
authority.
     Article 23   Where a company’s articles of association contain provisions that
are in violation of laws or administrative regulations, the company registration
authority shall have the power to require the company to make the necessary
corrections.
     Article 24   The certificate of a company’s domicile is a document which can
prove that the company enjoys the right to use the domicile.
     Article 25   A company incorporated in accordance with law shall be issued a
Business Licence for Enterprise Legal Person by the company registration authority.
The date of issuance of the company business licence shall be the date of
incorporation of the company. A company shall have its company seals engraved,
open bank accounts and apply for tax registration on the strength of the Business
Licence for Enterprise Legal Person issued by the company registration authority.



                   Chapter V Modification Registration
     Article 26   Where a company intends to alter its registration particulars, it shall
apply to the original company registration authority for modification registration.
     A company shall not alter its registration particulars before modification


                                           9
registration.
     Article 27   To apply for modification registration, a company shall submit to
the company registration authority the following documents:
     (1) a written application for modification registration signed by the legal
representative of the company;
     (2) the resolution or decision on the alteration made in accordance with the
Company Law; and
     (3) other documents that shall be submitted as stipulated by the State
Administration for Industry and Commerce.
     Where the registration particulars of a company to be altered involve amending
the company’s articles of association, the amended version of its articles of
association or the amendment to its articles of association signed by the legal
representative of the company shall be submitted.
     Where, in accordance with laws, administrative regulations or decisions of the
State Council, the alteration of certain registration particulars is subject to approval
before registration, a document of the said approval shall, in addition, be submitted to
the company registration authority.
     Article 28   Where a company intends to change its name, it shall, within 30
days from the date when the resolution or decision on such change is made, apply for
modification registration.
     Article 29   Where a company intends to change its domicile, it shall apply for
modification registration before moving to the new domicile and shall submit
documents on the right       use of the new domicile.
     Where the change of a company’s domicile involves registration at a place under
the jurisdiction of another company registration authority, the company shall apply to
the company registration authority at the place of the new domicile for modification
registration before moving to the new domicile; where the application is accepted by
the company registration authority at the place of the new domicile, the original
company registration authority shall transfer the registration files of the company to
the company registration authority at the place of the new domicile.
                                             10
     Article 30    Where a company intends to replace its legal representative, it shall,
within 30 days from the date when the resolution or decision on the replacement is
made, apply for modification registration.
     Article 31     Where a company intends to alter its registered capital, it shall
submit the capital verification report issued by a legally established capital
verification institution.
     Where a company intends to increase its registered capital, the shareholders of a
limited liability company shall subscribe for new capital contributions and the
shareholders of a joint stock limited company shall subscribe for new shares
respectively in accordance with the relevant provisions of the Company Law on
capital contributions made in connection with incorporation of a limited liability
company and on subscriptions paid in connection with incorporation of a joint stock
limited company. Where a joint stock limited company intends to increase its
registered capital by means of initial public offering of new shares or a listed
company intends to do so by means of non-public offering, it shall, in addition,
submit the document of approval issued by the securities regulatory authority of the
State Council.
     Where a company intends to use its legal reserved fund to increase its registered
capital, in the capital verification report shall be stated clearly that the remainder of
the reserved fund is not less than 25% of the registered capital of the company before
the fund is used for the purpose.
     Where a company intends to reduce its registered capital, it shall apply for
modification registration 45 days after the date when it makes the announcement, and
submit the document certifying that it has announced in the newspaper the intended
reduction of its registered capital and a statement on its debt clearance or debt
repayment guarantee.
     The registered capital of a company after the reduction shall be not less than the
statutory minimum amount.
     Article 32    Where a company intends to alter its paid-up capital, it shall submit
the capital verification report issued by a legally established capital verification
                                             11
institution, and the capital contributions shall be made according to the date and form
of the contributions as specified in the company’s articles of association. The
company shall apply for modification registration within 30 days from the date when
the contributions are made or the subscriptions are paid in full.
     Article 33   Where a company intends to change its scope of business, it shall
apply for modification registration within 30 days from the date when the resolution
or decision on the change is made; where the change involves items subject to
approval before registration as stipulated by laws, administrative regulations or
decisions of the State Council, it shall apply for modification registration within 30
days from the date of approval by the relevant department of the State.
     Where the permits or other documents of approval for the items within a
company’s scope of business that are subject to approval as stipulated by laws,
administrative regulations or decisions of the State Council are revoked or cancelled,
or the permits or other documents of approval expire, the company shall apply for
modification registration within 30 days from the date of the revocation, cancellation
or expiration of the permits or other documents of approval, or apply for
deregistration in accordance with the provisions of Chapter VI of these Regulations.
     Article 34   Where a company intends to change its type, it shall, in accordance
with the requirements for incorporating the company of intended type, apply to the
company registration authority for modification registration within the specified time
limit and submit the relevant documents.
     Article 35   Where the shareholders of a limited liability company transfer their
shares, the company shall apply for modification registration within 30 days from the
date when the shares are transferred, and shall submit the qualification certificates of
the new shareholders as to their legal personality or their identification certificates if
they are natural persons.
     Where, after the death of a shareholder of a limited liability company in the case
he is a natural person, his legal successor inherits his qualification as a shareholder,
the company shall apply for modification registration in accordance with the
provisions of the preceding paragraph.
                                            12
     Where a shareholder of a limited liability company or a promoter of a joint stock
limited company changes its name, the company shall apply for modification
registration within 30 days from the date of such change.
     Article 36     Where the alteration of registration particulars of a company
involves the alteration of registration particulars of any of its branches, it shall, within
30 days from the date of modification registration, apply for modification registration
of the branches.
     Article 37    Where amending the articles of association of a company does not
involve its registration particulars, the company shall submit the amended version of
its articles of association or the amendment to its articles of association to the original
company registration authority for the record.
     Article 38    Where a director, supervisor or manager of a company is replaced,
the replacement shall be reported to the original company registration authority for the
record.
     Article 39    Where a company continues to exist after merger or division and
any change occurs in its registration particulars, it shall apply for modification
registration; where a company dissolves due to merger or division, it shall apply for
deregistration; where a new company is incorporated due to merger or division, it
shall apply for incorporation registration.
     Where a company merges with another one or divides, it shall apply for
registration 45 days after the date when the announcement is made, and submit the
merger agreement, the resolution or decision on the merger or division, the document
certifying that it has announced in the newspaper the merger or division of the
company and a statement on its debt clearance or debt repayment guarantee. Where
the merger or division of a company is subject to approval as stipulated by laws,
administrative regulations or decisions of the State Council, a document of the said
approval shall be submitted in addition.
     Article 40    Where the alteration of registration particulars involves the items
specified in the Business Licence for Enterprise Legal Person, the company
registration authority shall renew the business licence.
                                              13
     Article 41    Where, in accordance with the provisions of Article 22 of the
Company Law, a company applies to the company registration authority for
cancelling its modification registration, it shall submit the following documents:
     (1) a written application signed by the legal representative of the company; and
     (2) the judgment document made by the people’s court.



                           Chapter VI Deregistration
     Article 42    Where a company shall be liquidated in accordance with law upon
its dissolution, the liquidation team shall, within 10 days from the date when it is
formed, submit the name list of its members and the person in charge to the company
registration authority for the record.
     Article 43    In any of the following circumstances, the liquidation team of a
company shall, within 30 days from the date of conclusion of liquidation, apply to the
original company registration authority for deregistration:
     (1) the company is declared bankrupt in accordance with law;
     (2) the period of operation specified in the company’s articles of association
expires, or other reasons for dissolution of the company specified in the company’s
articles of association come into existence, unless the company continues to exist by
amending its articles of association;
     (3) the shareholders’ meeting or shareholders’assembly resolves to dissolve the
company, or the shareholder of a one-person limited liability company, or the board of
directors of a foreign-invested company resolves to dissolve the company;
     (4) the business licence is revoked, or the company is ordered to close down or is
cancelled in accordance with laws;
     (5) the company is dissolved by the people’s court in accordance with laws; or
     (6) the company is dissolved under other circumstances as stipulated by laws or
administrative regulations.
     Article 44    Where a company applies for deregistration, it shall submit the
following documents:


                                           14
     (1) a written application for deregistration signed by the person in charge of the
company’s liquidation team;
     (2) the order on its bankruptcy or the judgment document on its dissolution made
by the people’s court, the resolution or decision made by the company in accordance
with the Company Law, or the document issued by an administrative organ ordering it
to close down or to be cancelled;
     (3) the liquidation report recorded and confirmed by the shareholders’meeting
or shareholders’ assembly ,the shareholder of a one-person limited liability company,
the board of directors of a foreign-invested company, the people’s court or the
authority approving the incorporation of the company;
     (4) the Business Licence for Enterprise Legal Person; and
     (5) other documents that shall be submitted as stipulated by laws or
administrative regulations.
     Where a wholly State-owned company applies for deregistration, it shall, in
addition, submit the decision of the State-owned assets supervision and administration
authority, and in the case of an important wholly State-owned company determined as
such by the State Council, it shall, in addition, submit the document of approval of the
people’s government at the corresponding level.
     Where a company with branches applies for deregistration, it shall, in addition,
submit the certificate of deregistration of the branches.
     Article 45    A company terminates upon the decision of deregistration by
company registration authority.



                   Chapter VII Registration of Branches
     Article 46   A branch means an institution established by a company to engage
in business operations at a place other than the company’s domicile. A branch shall
not have the status of an enterprise legal person.
     Article 47    Registration particulars of a branch include its name, business
domicile, the person in charge and the scope of business.


                                            15
     The name of a branch shall be in conformity with the relevant provisions of the
State.
     The scope of business of a branch shall not go beyond the scope of business of
the company.
     Article 48   Where a company decides to establish a branch, it shall, within 30
days from the date when the decision is made, apply for registration to the company
registration authority at the place where the branch is to be located; if the
establishment is subject to approval by the relevant department as stipulated by laws,
administrative regulations or decisions of the State Council, the company shall, within
30 days from the date of approval, apply for registration to the company registration
authority.
     To establish a branch, the company shall submit the following documents to the
company registration authority:
     (1) a written application for registration of the establishment of a branch signed
by the legal representative of the company;
     (2) the company’s articles of association and a copy of the Business Licence for
an Enterprise Legal Person affixed with the seal of the company;
     (3) the documents on the right use of the business domicile;
     *(4) the appointment document and identification certificate of the person in
charge; and
     (5) other documents that shall be submitted as stipulated by the State
Administration for Industry and Commerce.
     Where the establishment of a branch is subject to approval as stipulated by laws,
administrative regulations or decisions of the State Council, or certain items within
the scope of business of a branch are subject to approval before registration as
stipulated by laws, administrative regulations or decisions of the State Council, a
document of the said approval shall be submitted in addition.
     Where the company registration authority approves the registration of a branch,
it shall issue to it a Business Licence. The company shall, within 30 days from the
date of registration of the branch, report to the company registration authority for the
                                           16
record of the branch.
     Article 49    Where a branch intends to alter its registration particulars, it shall
apply for modification registration to the company registration authority.
     To apply for modification registration, the branch shall submit a written
application for modification registration which is signed by the legal representative of
the company. To change its name or scope of business, it shall submit a copy of the
Business Licence for Enterprise Legal Person affixed with the seal of the company,
and shall, in addition, submit a document of approval if certain items within the scope
of business of the branch are subject to approval before registration as stipulated by
laws, administrative regulations or decisions of the State Council. To change its
business domicile, it shall submit documents on the right use of the new business
domicile. To replace the person in charge, it shall submit the appointment and removal
documents issued by the company and the identification certificate of the person.
     Where the company registration authority approves the modification registration,
it shall renew the Business Licence.
     Article 50    Where a branch is cancelled by the company, or is ordered to close
down or its business licence is revoked in accordance with laws, the company shall,
within 30 days from the date when the decision is made, apply for deregistration of
the branch to the company registration authority with which the branch is registered.
In applying for deregistration a branch, the company shall submit a written
application for deregistration signed by the legal representative of the company, as
well as the Business Licence of the branch. After approving deregistration, the
company registration authority shall withdraw the Business Licence of the branch.



                  Chapter VIII Procedures for Registration
     Article 51    To apply for registration of a company or a branch, the applicant
may either go to the company registration authority to submit the application, or
submit the application through mail, telegraph, telex, fax, electronic data interchange
or e-mail.


                                           17
     When submitting the application through telegraph, telex, fax, electronic data
interchange or e-mail, the applicant shall provide ways of contact and his mail address
for communication.
     Article 52    The company registration authority shall decide whether or not to
accept an application on the basis of the following circumstances:
     (1) if the application documents and materials are complete and conform to the
legal formalities, or the applicant has submitted all the supplementary and corrected
application documents and materials as required by the company registration authority,
it shall decide to accept the application;
     (2) if the application documents and materials are complete and conform to the
legal formalities, but the company registration authority deems that the application
documents and materials need to be verified, it shall decide to accept the application
and, at the same time, inform the applicant in writing of the items that need to be
verified, and the reasons and time for verification;
     (3) if there are mistakes in the application documents and materials that can be
corrected on the spot, it shall allow the applicant to correct them on the spot with the
signature or seal of the applicant affixed at the place corrected and the date of
correction stated clearly; if the completeness of the application documents and
materials and their conformity to the legal formalities are confirmed, it shall decide to
accept the application;
     (4) if the application documents and materials are not complete or do not
conform to the legal formalities, it shall inform the applicant on the spot or within five
days of what needs to be supplemented or corrected once and for all; if it does so on
the spot, it shall return the application documents and materials to the applicant; if it
does so within five days, it shall accept the application documents and materials and
give a receipt thereof, and if it fails to inform the applicant at the expiration of the
time limit, the application shall be considered accepted from the date of receipt of the
application documents and materials; or
     (5) if an application goes out of the range of company registration or out of the
jurisdiction of the authority, it shall immediately decide not to accept the application
                                             18
and inform the applicant of the administrative organ to which he shall apply.
     Where an application is submitted through mail, telegraph, telex, fax, electronic
data interchange or e-mail, the company registration authority shall decide whether or
not to accept the application within five days from the date of receipt of the
application documents and materials.
     Article 53    Except where it makes a decision to approve the registration in
accordance with Subparagraph (1) of the first paragraph of Article 54 of these
Regulations, the company registration authority shall issue a Notice of Acceptance if
it decides to accept an application; if it decides not to accept an application, it shall
issue a Notice of Rejection with the reasons therefor stated, and inform the applicant
of the right he enjoys to apply for administrative reconsideration or bring
administrative suit in accordance with law.
     Article 54   As to the applications it decides to accept, the company registration
authority shall, within the specified time limit, decide whether or not to approve the
registration, as the case may be:
     (1) if it accepts an application submitted by the applicant who goes to the
company registration authority, it shall make a decision to approve the registration on
the spot;
     (2) if it accepts an application submitted by the applicant through mail, it shall,
within 15 days from the date of acceptance, make a decision to approve the
registration;
     (3) if an application is submitted through telegraph, telex, fax, electronic data
interchange or e-mail, the applicant shall, within 15 days from the date of receipt of
the Notice of Acceptance, submit the original application documents and materials
that are consistent with the contents of the telegraph, telex, fax, electronic data
interchange or e-mail and conform to the statutory form; if the applicant goes to the
company registration authority to submit the original application documents and
materials, a decision to approve the registration shall be made on the spot; if the
applicant submits the original application documents and materials through mail, a
decision to approve the registration shall be made within 15 days from the date of
                                           19
acceptance of the application documents and materials; or
     (4) if, within 60 days from the date when it issues the Notice of Acceptance, the
company registration authority receives no original application documents and
materials, or if the original application documents and materials are not consistent
with the ones accepted by the company registration authority, it shall make a decision
not to approve the registration.
     If the company registration authority needs to verify the application documents
and materials, it shall decide whether or not to approve the registration within 15 days
from the date of acceptance.
     Article 55    Where the company registration authority makes a decision on
name approval of a company, it shall issue a Notice of Name Approval ; if it makes a
decision to approve the registration of a company’s incorporation, it shall issue a
Notice of Approval of Incorporation Registration and inform the applicant to get the
business licence within 10 days from the date when the decision is made; if it makes a
decision to approve the modification registration , it shall issue a Notice of Approval
of Modification Registration and inform the applicant to renew its business licence
within 10 days from the date when the decision is made; if it makes a decision to
approve the deregistration of a company, it shall issue a Notice of Approval of
Deregistration and withdraw its business licence.
     Where the company registration authority makes a decision not to approve a
company’s name or not to approve the registration, it shall issue a Notice of Rejection
of Enterprise Name or a Notice of Rejection of Application for Registration with the
reasons therefor stated, and inform the applicant of the right he enjoys to apply for
administrative reconsideration or bring administrative suit in accordance with law.
     Article 56   For incorporation or modification registration, a company shall pay
registration fees to the company registration authority in accordance with the
provisions.
     In the case of an application for a Business Licence for Enterprise Legal Person,
the fees for incorporation registration shall be paid at the rate of 0.08% of the total
amount of the registered capital; if the registered capital exceeds 10 million yuan, the
                                           20
fees for the excess amount shall be paid at the rate of 0.04% of the excess amount; if
the registered capital exceeds 100 million yuan, no further fees shall be required for
the excess amount.
     In the case of an application for a Business Licence, the fees for incorporation
registration shall be 300 yuan.
     In the case of alteration of registration particulars, the fees for modification
registration shall be 100 yuan.
     Article 57      The company registration authority shall record the registered
registration particulars of a company in the company register for the public to consult
and copy.
     Article 58   An announcement on revocation of Business Licence for Enterprise
Legal Person or of Business Licence shall be made by the company registration
authority.



                        Chapter IX Annual Inspection
     Article 59   Company registration authorities shall conduct annual inspection of
companies during the period from March 1 to June 30 each year.
     Article 60      A company shall, in accordance with the requirements of the
company registration authority, accept annual inspection within the specified period
of time, and submit a written report on annual inspection, an annual balance sheet and
profit and loss statement and duplicates of the Business Licence for Enterprise Legal
Person.
     A company that has established a branch shall, in the materials for annual
inspection it submits, convey clear and definite information about the branch, and
attach therewith a copy of the Business Licence.
     Article 61      The company registration authority shall, on the basis of the
materials for annual inspection submitted by the company, examine the information
related to the registration particulars of the company.
     Article 62      A company shall pay annual inspection fee to the company


                                            21
registration authority. The fee shall be 50 yuan.



             Chapter X Administration of Licences and Files
     Article 63       There shall be the original and duplicates for the Business Licence
for an Enterprise Legal Person or the Business Licence, both of which shall have
equal legal effect.
     The original Business Licence for Enterprise Legal Person or the original
Business Licence shall be placed in a prominent position at the domicile of a company
or the business domicile of a branch.
     A company may, depending on the need of business, apply to the company
registration authority for the issue of more than one duplicate of its business licence.
     Article 64       No unit or individual may forge or alter the business licence, or
lease it out, lend or transfer it to another person.
     Where its business licence is lost or damaged, the company shall declare the
invalidity of the business licence in a newspaper or periodical designated by the
company registration authority, and apply for re-issuance of the licence.
     Where a company refuses to hand back or cannot hand back its business licence
after the company registration authority makes a decision in accordance with law as to
modification registration, deregistration, or cancellation of modification registration,
the company registration authority shall make an announcement nullifying its
business licence.
     Article 65        The company registration authority may temporarily detain a
business licence that needs to be authenticated, and the period of retention shall not
exceed 10 days.
     Article 66         Borrowing, extracting, carrying or copying filed company
registration materials shall be done in compliance with the specified limits of
authority and procedures.
     No unit or individual may modify, scribble on, put marks on or damage filed
company archive.


                                             22
     Article 67   The forms of the original and duplicate of the business licence and
the format of important documents or tables for company registration shall be
uniformly formulated by the State Administration for Industry and Commerce.



                          Chapter XI Legal Liability
     Article 68   Where a company gets registered by providing a false report on its
registered capital, the company registration authority shall order it to rectify and
impose on it a fine of not less than 5% but not more than 15% of the amount of the
falsely reported registered capital, or if the circumstances are serious, shall cancel the
registration of the company or revoke its business licence.
     Article 69   Where a company gets registered by submitting falsified materials
or by adopting other fraudulent means to conceal important facts, the company
registration authority shall order it to rectify and impose on it a fine of not less than
50,000 yuan but not more than 500,000 yuan, or if the circumstances are serious, shall
revoke the registration of the company or revoke its business licence.
     Article 70    Where a promoter or a shareholder of a company makes false
capital contributions, thus failing to deliver or failing to deliver on schedule, the
currency or the non-currency property as capital contributions, the company
registration authority shall order it to rectify and impose on it a fine of not less than
5% but not more than 15% of the amount of the false capital contributions.
     Article 71     Where a promoter or a shareholder of a company secretly
withdraws its capital contributions after incorporation of the company, the company
registration authority shall order it to rectify and impose on it a fine of not less than
5% but not more than 15% of the amount of the capital contributions secretly
withdrawn.
     Article 72    Where a company, without justifiable reasons, fails to commence
business operations for more than six months after its incorporation or, after
commencement of business operations, suspends business of its own accord for more
than six consecutive months, the company registration authority may revoke its


                                            23
business licence.
     Article 73     Where a company fails to apply for modification registration in
accordance with the provisions of these Regulations when any change occurs in its
registration particulars, the company registration authority shall order it to take
modification registration within a specified time limit; if the company fails to do so at
the expiration of the time limit, it shall be fined not less than 10,000 yuan but not
more than 100,000 yuan. In this respect, if any change in its scope of business
involves items which are subject to approval as stipulated by laws, administrative
regulations or decisions of the State Council, but the approval is not obtained, and the
company has, regardless, been engaged in related business operations to a serious
extent, its business licence shall be revoked.
     Where a company fails to report the specified matters for the record in
accordance with the provisions of these Regulations, the company registration
authority shall order it to complete the procedures within a specified time limit; if it
fails to do so at the expiration of the time limit, it shall be fined not more than 30,000
yuan.
     Article 74      Where a company fails to notify its creditors or make an
announcement in accordance with the provisions when it is to merge with another
company, to divide, to reduce its registered capital, or to go into liquidation, the
company registration authority shall order it to rectify and impose on it a fine of not
less than 10,000 yuan but not more than 100,000 yuan.
     Where, in the course of liquidation, a company conceals its property, makes false
records on the balance sheet or the inventory of its property, or distributes its property
before paying off its debts, the company registration authority shall order it to rectify,,
impose on it a fine of not less than 5% but not more than 10% of the amount of the
concealed property or of the amount of the property distributed before paying off its
debts, and impose on the persons in charge with competent accountability and other
persons with competent accountability a fine of not less than 10,000 yuan but not
more than 100,000 yuan.
     Where, during the period of liquidation, a company carries out business
                                            24
operations irrelevant to liquidation, the company registration authority shall give it a
warning and confiscate its illegal gains.
     Article 75   Where a liquidation team fails to submit its liquidation report to the
company registration authority in accordance with the provisions, or conceals or omits
important facts in the liquidation report submitted, the company registration authority
shall order it to make corrections.
     Where a member of the liquidation team commits illegalities for personal gain,
seeks illegal income or takes illegal possession of the property of the company by
taking advantage of his position, the company registration authority shall order him to
return the property to the company, confiscate his illegal gains and may, in addition,
impose on him a fine of not less than the amount of the illegal gains but not more than
five times that amount.
     Article 76   Where a company refuses to accept annual inspection in accordance
with the provisions, the company registration authority shall impose on it a fine of not
less than 10,000 yuan but not more than 100,000 yuan and order it to accept annual
inspection within a specified time limit; if it continues to refuse to accept annual
inspection at the expiration of the time limit, its business licence shall be revoked.
Where a company conceals facts or practices fraud when undergoing annual
inspection, the company registration authority shall impose on it a fine of not less than
10,000 yuan but not more than 50,000 yuan and order it to rectify within a specified
time limit, or if the circumstances are serious, shall revoke its business licence.
     Article 77    Where anyone forges or alters a business licence, or leases it out,
lends or transfers it to another person, the company registration authority shall impose
on it a fine of not less than 10,000 yuan but not more than 100,000 yuan, or if the
circumstances are serious, shall revoke the business licence.
     Article 78    Where the business licence fails to be placed in a prominent
position at the domicile or business premises, the company registration authority shall
order corrections to be made; if no corrections are made, a fine of not less than 1,000
yuan but not more than 5,000 yuan shall be imposed.
     Article 79       Where an institution undertaking assets appraisal, capital
                                            25
verification or certificate verification provides false documents, the company
registration authority shall confiscate its illegal gains and impose on it a fine of not
less than the amount of the illegal gains but not more than five times that amount, and
the competent authority may, in accordance with law, order the said institution to
suspend business, revoke the qualification certificates of the persons with competent
accountability, or revoke its business licence.
     Where an institution undertaking assets appraisal, capital verification or
certificate verification provides a report with major omissions due to negligence, the
company registration authority shall order it to make corrections; if the circumstances
are relatively serious, a fine of not less than the amount of its gains derived therefrom
but not more than five times that amount shall be imposed, and the competent
authority may, in accordance with law, order the institution to suspend business,
revoke the qualification certificates of the persons with competent accountability, or
revoke its business licence.
     Article 80   Where an entity that has not registered in accordance with law as a
limited liability company or a joint stock limited company assumes the name of such
company, or where an entity that has not registered in accordance with law as the
branch of a limited liability company or of a joint stock limited company assumes the
name of such branch, the company registration authority shall order it to rectify or
have it revoked, and may, in addition, impose on it a fine of not more than 100,000
yuan.
     Article 81   Where the company registration authority has registered with it a
company whose application for registration does not meet the stipulated requirements,
or does not have registered with it a company whose application for registration meets
the stipulated requirements, the persons in charge with competent accountability and
other persons with competent accountability shall be given administrative sanctions in
accordance with law.
     Article 82     Where a department at a higher level peremptorily orders a
company registration authority to have registered with it a company whose
application for registration does not meet the stipulated requirements, or not to have
                                           26
registered with it a company whose application for registration meets the stipulated
requirements, or covers up an illegal registration, the persons in charge with
competent accountability and other persons with competent accountability shall be
given administrative sanctions in accordance with law.
     Article 83     Where a foreign company, in violation of the provisions of the
Company Law, establishes a branch within the territory of China, the company
registration authority shall order it to rectify or close the branch and may, in addition,
impose on it a fine of not less than 50,000 yuan but not more than 200,000 yuan.
     Article 84      Where anyone commits serious illegal acts in the name of a
company, which endanger State security or harm public interest, its business licence
shall be revoked.
     Article 85     The provisions of this Chapter apply to a branch which commits an
illegal act specified in this Chapter.
     Article 86     Where a violation of the provisions of these Regulations constitutes
a crime, criminal liability shall be investigated for in accordance with law.



                     Chapter XII Supplementary Provisions
     Article 87     These Regulations apply to the registration of foreign-invested
companies. Where the registration of such companies is otherwise provided for by
laws on enterprises with foreign investment, the provisions of such laws shall apply.
     Article 88     Where the incorporation of a company is subject to approval as
stipulated by laws, administrative regulations or decisions of the State Council, or
certain items within a company’s scope of business are subject to approval before
registration as stipulated by laws, administrative regulations or decisions of the State
Council, the State Administration for Industry and Commerce shall, in accordance
with the provisions of the laws, administrative regulations or decisions of the State
Council, prepare a catalogue of administrative permission before registration of
enterprises and make it known to the public.
     Article 89     These Regulations shall be effective as of July 1, 1994.


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