Source: Ministry of Commerce Website, PRC
Administrative Rules Governing the Registration of Companies
(Promulgated by the State Council of China on June 24, 1994; in effect as of July 1, 1994)
TABLE OF CONTENTS
- CHAPTER I GENERAL PROVISIONS
- CHAPTER II JURISDICTION OF REGISTRATION
- CHAPTER III ITEMS FOR REGISTRATION
- CHAPTER IV REGISTRATION OF ESTABLISHMENT
- CHAPTER V ALTERATION REGISTRATION
- CHAPTER VI CANCELLATION REGISTRATION
- CHAPTER VII REGISTRATION OF BRANCH COMPANIES
- CHAPTER VIII PROCEDURES OF REGISTRATION
- CHAPTER IX ANNUAL CHECKING
- CHAPTER X MANAGEMENT OF LICENSES AND ARCHIVES
- CHAPTER XI LEGAL RESPONSIBILITY
- CHAPTER XII SUPPLEMENTARY PROVISIONS
CHAPTER I
GENERAL PROVISIONS
Article 1
This set of regulations has been formulated in pursuant to the Company Law of the People’s Republic of China (hereinafter referred to as “company law”) in order to confirm the capacity of companies as legal entitles and standardize the behavior of company registration.
Article 2
Limited liability companies and joint stock limited companies (hereinafter referred to as “companies”) shall go through company registration procedures in their establishment, alteration or termination.
Article 3
Only after the registration is approved by a company registration organ and the acquirement of a “Business License of Legal Entity”, a company can acquire the capacity as a legal entity.
A company established after this set or regulations becoming effective shall not engage in any business activities in the name of the company unless its registration has been approved by company registration organ.
Article 4
Administrations for industry and commerce are the company registration organs.
The company registration organs at a lower level shall work under the leadership of company registration organs at a higher level.
Company registration organs shall perform their duties according to law, free from any unlawful interference.
Article 5
The State Administration for Industry and Commerce shall administer the work of company registration in the whole country.
CHAPTER II
JURISDICTION OF REGISTRATION
Article 6
The State Administration for Industry and Commerce is responsible for the registration of the following companies:
(1) joint stock companies approved by departments authorized by the State Council
(2) companies set up with investment authorized by the State Council
(3) limited liability companies established solely or jointly by investment organizations authorized by the State Council
(4) limited liability companies established by foreign investors
(5) other companies that should be registered with the State Administration for Industry and Commerce according to the provisions of relevant laws and regulations or according to the regulations promulgated by the State Council
Article 7
Administrations for industry and commerce of provinces, autonomous regions or centrally administered municipalities are responsible for the registration of the following types of companies within their jurisdiction:
(1) joint stock limited companies established with the approval of the people’s governments of provinces, autonomous regions and centrally administered municipalities
(2) companies established with investment authorized by the people’s governments of provinces, autonomous regions and centrally administered municipalities
(3) limited liability companies established jointly by investment organizations or departments authorized by the State Council in cooperation with other investors
(4) limited liability companies established solely or jointly by investment or investment organizations or departments authorized by the people’s governments of provinces, autonomous regions or centrally administered municipalities
(5) companies whose registration is entrusted by the State Administration for Industry and Commerce
Article 8
Administrations for industry and commerce of cities and counties are responsible for the registration of companies other than those listed in Article 6 and Article 7 within its jurisdiction. Their jurisdiction of registration shall be determined by administrations for industry and commerce of various provinces and autonomous regions.
CHAPTER III
ITEMS FOR REGISTRATION
Article 9
Items for company registration include: name, residence, legal representative, registered capital, type of enterprise, business scope, term of operation and names of the shareholders of limited liability companies or names of promoters of joint stock limited companies.
Article 10
The items for company registration shall conform to the provisions of laws and administrative decrees. Company registration organs shall refuse to register companies whose items for registration do not conform to the provisions of laws and administrative decrees.
Article 11
The naming of a company shall conform to the relevant provision of the State. A Company shall use one name only.
The name of a company whose registration has been approved by a company registration organ shall be protected by law.
Article 12
The residence of a company is the seat of major office of the company. There must be only one residence registered with the company registration organ. The company residence should be within the jurisdiction of the company registration organ.
Article 13
The registered capital of a company shall be expressed in Renminbi, except otherwise provided by laws and administrative decrees.
CHAPTER IV
REGISTRATION OF ESTABLISHMENT
Article 14
In establishing a company, an application shall be filed for the pre-approval of its name.
For companies whose establishment is subject to going through examination and approval procedures according to law or administrative decrees, or there are items within their scopes of business are subject to going through examination and approval procedures as required by laws or administrative decrees, an application shall be filed for the pre-approval of their names before they submit for examination and approval in the name of the companies approved by the company registration organs.
Article 15
In establishing a limited liability company, a representative designated by all the shareholders or an agent jointly entrusted shall file an application for the pre-approval of its name with the company registration organ. In establishing a joint in stock limited company, a representative designated by all the promoters or an agent jointly entrusted shall file an application for the pre-approval of its name with the company registration organ.
In applying for the pre-approval of company name, the following documents shall be submitted:
(1) an application for the pre-approval of the name of the company signed by all the shareholders of a limited liability company or by all the promoters of a joint stock limited company
(2) the certificates for the capacities of the shareholders or promoters as legal entitles or their identification certificates as natural persons
(3) other documents as required for submission by the company registration organ
The company registration organ should make the decision of approval or refusal within ten days after the receipt of the above listed documents. After the company registration organ has decided to approve the registration, it shall give a “Notice of Pre-Approval of Company Names” to the company concerned.
Article 16
A reservation period of six months is given to the pre-approved company name, within such a period, the pre-approved name shall not be used for engaging in business operation or transferred.
Article 17
In establishing a limited liability company, a representative designated by all the shareholders or an agent jointly commissioned shall file an application for registration with the company registration organ. In establishing a company wholly owned by the State, the investment organization or department authorized by the State Council shall act as an application and file an application for registration. For limited liability companies which are stipulated by laws or administrative decrees to be subject to examination and approval procedures, an application shall be filed for establishment registration within 90 days starting from the date of approval. If the application for establishment registration is filed after the period expires, the application shall report to the examination and approval organ for confirmation of the validity of the document of approval or submit for approval separately.
In applying for the establishment of a limited liability company, the following documents shall be submitted to the company registration organ:
(1) an application form for the establishment of the company signed by the chairman of the board of directors
(2) the certificate of the representative designated by all the shareholders or an agent jointly entrusted
(3) the articles of association
(4) the certificate of verification of investment produced by an investment verification organization with statutory qualifications
(5) the certificates of the capacities of shareholders as legal persons or certificates of identification of the agent jointly commissioned
(6) the documents specifying the name and residences of the board of directors, supervisors and managers and the certificates for their commission, election or appointment
(7) the document of appointment and certificate of identification of the legal representative of the company
(8) the notice of pre-approval of its name
(9) the certificate of the residence of the company
In cases where the establishment of a limited liability company is subject to examination and approval procedures as required by laws or administrative decrees, the document of approval shall be submitted.
Article 18
In establishing a limited joint stock company, the board of directors shall apply for registration with the company registration organ within 30 days after the end of the inauguration of the board of directors.
In establishing a joint stock limited company, the following documents shall be submitted to the company registration organ:
(1) an application form for the establishment of the company signed by the chairman of the board of directors
(2) the document of approval issued by the department authorized by the State Council or the people’s governments of provinces, autonomous regions or centrally administered municipalities and the document of approval issued by the securities management department of the State Council in the case of a stock limited company established by floating their shares
(3) minutes of the founding meeting
(4) the articles of association
(5) the financial report on the preparation for the establishment of the company
(6) the certificate of investment verification produced by an investment verification organization with the statutory qualifications
(7) the certificates of the capacities of promoters as legal persons or certificates of identification as natural persons
(8) the documents specifying names and residences of the board of directors, supervisors and managers and the certificates for their commission, election or appointment
(9) the document of appointment and certificate of identification of the legal representative of the company
(10) the notice of pre-approval of its name
(11) the certificate of the residence of the company
Article 19
If there are items within its scope of business for which examination and approval are required by the laws or administrative decrees, the items shall be submitted for examination and approval to the relevant departments of the State before applying for registration and the document of approval shall be submitted to the company registration organ.
Article 20
If there are provisions in the article of association that violate the laws or administrative decrees, the company registration organ has the right to demand correction.
Article 21
The certificate of residence refers to the document that can certify the right of the company to use the residence.
Article 22
A Company is declared established after the company registration organ has approved the registration of establishment and issued the “business license of legal entity”. The company shall have its seal made, open a bank account and apply for the registration of tax payment by producing the business license of legal entity issued by the company registration organ.
CHAPTER V
ALTERATION REGISTRATION
Article 23
In changing the entries of register, a company shall apply for registering the changes with the original company registration organ.
A Company shall not alter the entries of register without approval.
Article 24
In applying for registering alterations, a company shall submit the following documents to the company registration organ:
(1) an application form for registering changes signed by the legal representative of the company
(2) the resolution or decision on the changes in compliance with its articles of association
(3) other documents as required by the company registration organ
If the changes of registration concern the revision of the articles of association, the revised version of the articles of association or the amendment bill for the revision of the articles of association shall be submitted.
Article 25
In altering the name of a company, an application for registering the change shall be filed within 30 days starting from the date when the resolution or decision on the change is taken.
Article 26
In altering the company residence, an application for registering the change shall be filed before it moves into the new residence and submit the certificate for the use of the new residence.
If the change of residence concerns the jurisdiction of the company registration organs, the company shall file an application of registering the change in residence with the company registration organ at its new place of residence. If the company registration organ of the new place of residence accept the application, the original company registration organ shall transfer the files of company registration to the company registration organ of the new place of residence.
Article 27
If the legal representative of a company is changed, an application for registering the change shall be filed within 30 days starting from the date when the resolution or decision on the change is made.
Article 28
If a company changes its registered capital, it shall present the certification of capital verification produced by a capital verification organization with the statutory qualifications.
If a company increases its registered capital, it shall apply for registering the change within 30 days starting from the date when the additional capital is paid in full. If a joint stock limited company increases its registered capital, it shall present the document of the people’s governments of provinces, autonomous regions or centrally administered municipalities. If the registered capital is increased by way of floating shares, it should submit the document of approval issued by the securities management department under the State Council.
In reducing registered capital, a company shall apply for registering the change within 90 days when the resolution or decision on the change is taken, together with the certificate to certify that the company has published for at least three times the announcement of the company on the reduction of its registered capital and an explanation on debt clearance or debt guarantee of the company.
Article 29
In altering the scope of business, a company shall file an application for registering the change within 30 days starting from the date when the resolution or decision on the change is taken. If the change in business scope concerns items that are required by laws or administrative decrees for examination and approval, the application for registering the change shall be filed within 30 days starting from the date of approval by relevant State departments.
Article 30
In altering the type of company, an application for registering the change shall be filed with the company registration organ within the prescribed time limit according to the requirements of the type of company to be changed into and by presenting the documents required.
Article 31
If a limited liability company changes its shareholders, it shall file an application for registering the change within 30 days starting from the date when the change took place and present the certifications for the capacities of the new shareholder as legal persons or certificates of their capacities as natural persons.
If a limited liability company changes the personal names of shareholders or a joint stock limited company changes the names of its promoters, it shall file an application for registering the change within 30 days starting from the date when the name or names are changed.
Article 32
If the articles of association of a company have been revised but the revision or revisions do not concern the entries of register, the company shall submit the revised articles of association or the amendment bill for revising the articles of association to the original company registration organ for the record.
Article 33
If there are changes in directors, supervisors or managers of a company, the company shall submit the changes to the original company registration organ for the record.
Article 34
If the entries of register have been changed after a company continues to exist despite merger or separation, the company shall file an application for registering the changes; for a company that is dissolved after merger or separation, it shall file an application for cancellation. For a company established anew after merger or separation, it shall file an application for registration.
In the case of merger or separation concerning a company, the company shall file an application for registration within 90 days starting from the date when the resolution or decision concerning the merger or separation is taken, submitting the merger agreement or the resolution or decision concerning the merger or separation and the certificate to certify that the company has published in the press for at least three times its announcement on merger or separation and an explanation of its debt clearance or debt guarantee. In the case of a joint stock limited company, which is involved in the merger or separation, the document of approval issued by the department authorized by the State Council or by the people’s government of a province, an autonomous region or a centrally administered municipality shall be submitted.
Article 35
If the changes in the entries of register concern the items specified in the business license, the company registration organ shall replace the original business license.
CHAPTER VI
CANCELLATION REGISTRATION
Article 36
The liquidation organization of a company shall apply for the cancellation of registration with the original company registration organ within 30 days starting from the date when the liquidation ends if it belongs to one of the following cases:
(1) the company is declared bankrupt according to law
(2) the term of operation prescribed in the articles of association has expired or other causes for the dissolution of the company as prescribed in the articles of association have emerged
(3) the company is dissolved by the resolution of the meeting of shareholders
(4) the company is dissolved due to merger or separation
(5) the company is ordered to close according to law
Article 37
In registering cancellation of a company, the following documents shall be submitted.
(1) an application from for cancellation signed by the leading member of the company’s liquidation organization
(2) the ruling of the court on the bankruptcy, the resolution or decision taken by the company according to the articles of association or the document of the administration organ on ordering the closure of the company
(3) the liquidation report acknowledged by the meeting of the shareholders or by relevant organs
(4) the business license of legal entity of the company
(5) other documents as required by laws or administrative decrees
Article 38
A Company shall terminate its operation after the company registration organ approves the registration of cancellation.
CHAPTER VII
REGISTRATION OF BRANCH COMPANIES
Article 39
A branch company refers to an organization established by a company to engage in business operations outside its place of residence. A branch company shall not enjoy the status as a legal entity.
Article 40
In establishing a branch or branches, a company shall apply for registration with the company registration organ(s) of the city (cities) or county (counties) of the place of residence of the branch or branches. If the registration is approved, business license shall be issued.
Article 41
The items for registration of a branch or branches of a company shall include the name, business site, leading member and business scope.
The naming of a branch company shall conform to the relevant provisions of the State.
The business scope of a branch company shall not exceed that of the mother company.
Article 42
In establishing a branch, a company shall apply for registration with the company registration organ within 30 days starting from the date when the decision is taken. If the examination and approval of relevant departments are required by laws or administrative decrees, the application for registration shall be filed with the company registration organ within 30 days starting from the date with the document of approval is received.
In applying for the establishment of a branch company, the following documents shall be presented:
(1) an application form for the registration of a branch signed by the legal representative of the company
(2) the articles of association and a copy of the business license of legal entity affixed with the seal of the company registration organ
(3) the certificate for the use of the business site
(4) other documents as required by the company registration organ
Article 43
If a branch of a company changes the entries of register, it shall apply for registering the changes with the company registration organ.
In applying for registering changes, a branch company shall submit an application form for registering the changes signed by the legal representative of the company. If the company has become a branch due to the change in its name, it shall submit copy of the business license of legal entity. If the changes concern items that required by laws or administrative decrees for examination and approval, the document of approval by the relevant department is required. If the business site is changed, a certificate for the use of the new site is required.
If the company registration organ approves the application for registering changes, the business license shall be replaced.
Article 44
If a company cancels its branch or branches, it shall apply for the registration of cancellation with the company registration organ within 30 days starting from the date when the decision on the cancellation is taken. In applying for the registration of cancellation, the company shall present the application for registering cancellation signed by the legal representative of the company and the business license of the branch of breaches. If the company registration organ has approved the application for cancellation, it shall recover the business license or licenses of the branch or branches.
CHAPTER VIII
PROCEDURES OF REGISTRATION
Article 45
After receiving all the documents required by the provisions of this set of regulations from an applicant, the company registration organ shall issue a “notice of acceptance of the company registration”.
The company registration organ shall make the decision on approval or refusal within 30 days starting from the date when the “notice of acceptance of the company registration” is issued.
If the company registration organ has approved the registration, it shall, within 15 days starting from the date when the approval is given, notify the applicant of the decision, issue, replace or revoke the business license of an enterprise entity or business license.
If a company registration organ refuses registration, it shall notify the application of the decision and issue the “notice of refusal on company registration” within 15 days starting from the date when the decision is taken.
Article 46
In going through the procedures of registering the establishment of a company or registering changes, a company shall pay a registration fee to the company registration organ.
In obtaining the “business license of legal entity”, the registration fee shall be one per thousand of the total registered capital. If the registered capital has exceeded RMB 10 million, a payment of 0.5 per thousand of the part in excess of RMB 10 million shall be paid; if the registered capital has exceeded RMB 100 million, no more fees shall be collected on the part in excess of the RMB 100 million.
In obtaining a business license, the fees for registering the establishment shall be RMB 300.
In applying for registering changes, the registration fee is RMB 100.
Article 47
The company registration organ shall record the registered items approved on the company registration book for the public to check and copy. In checking or copying the registered items, a fee shall be paid.
Article 48
A joint stock limited company shall announce its establishment, alteration or cancellation within 30 days starting from the date when the establishment, alteration or cancellation is approved and submit the announcement to the company registration organ for the record within 30 days starting from the date when the announcement is made. The contents of the announcement concerning the establishment, alteration or cancellation shall be the same as those approved by the company registration organ. If unconformity is found, the company registration organ has the right to demand correction.
The announcement of revoking the “business license of legal entity” or “business license” shall be issued by the company registration organ.
CHAPTER IX
ANNUAL CHECKING
Article 49
The company registration organ shall carry out annual checking of the companies registered during the period from January 1 to April 30, every year.
Article 50
A company shall accept annual checking within the prescribed period of time according to the requirements raised by the company registration organ and submit an annual checking report, its annual statement of assets and liabilities and balance sheet and the copy of the “business license of legal entity”.
If a company has a branch or branches, it should reflect the information about the branch or branches in the annual checkup materials submitted and submit the copy of the “business license” of the branch or branches.
Article 51
The company registration again shall cross-check the relevant information on the items registered contained in the annual check-up report submitted by the company so as to conform the qualifications for continuing its operation.
Article 52
A Company shall pay a fee for annual checking to the company registration organ. The annual check-up fee is RMB 50.
CHAPTER X
MANAGEMENT OF LICENSES AND ARCHIVES
Article 53
The “Business License of Legal Entity” and “Business License” are the original and copies, which have equal binding force.
The original of the “Business License of Legal Entity” or the original “Business License” should be placed on an eye-catching position of the residence of a company or its branch.
A Company may, according to operational needs, apply for a number of copies of the business license with the company registration organ.
Article 54
No unit or individual is allowed to forge, alter, lease, lend or transfer business licenses.
If a business license is lost, the company shall declare its invalidity on the newspaper designated by the company registration organ and apply for a reissue.
If a company needs to have the seal of the company registration organ affixed on the duplicates of its business license to be submitted to relevant units according to relevant regulations of the State, the company registration organ may affix seal on the duplicates.
Article 55
A Company registration organ may hold the business licenses of a company if it deems it necessary to be authenticated and the period of retention shall not exceed ten days.
Article 56
The borrowing, copying, carrying or duplicating of the archived materials of a company shall be carried out within the prescribed term of reference and procedures.
No unit or individual is allowed to modify, alter, adding notes to or damage the archive materials of a company.
Article 57
The style of the original and copies of business license and the format or tables concerning the company registration shall be determined by the State Administration for Industry and Commerce in an unified manner.
CHAPTER XI
LEGAL RESPONSIBILITY
Article 58
If the registration of a company is acquired through falsification of the registered capital, the company registration organ shall order it to correct and impose a fine of anywhere from more than five percent to less than 10 percent of the registered capital falsified. If the case is very serious, the company registration organ shall cancel the registration and revoke its business license. If the case constitutes a crime, criminal responsibility shall be affixed.
Article 59
If registration of a company is acquired through a false certificate or other deceptive means, the company registration organ shall order it to correct and impose a fine of anywhere between more than RMB 10,000 and less than RMB 100,000. If the case is very serious, it shall cancel its registration and revoke its business license. If the case constitutes a crime, criminal responsibility shall be affixed.
Article 60
If a promoter or shareholder of a company is found to have make phony capital-failing to pay up the capital in cash or in kind or by transfer of property, the company registration organ shall order him/her to correct and impose a fine of anywhere from more than five percent to less than 10 percent of the amount of phony capital. If a criminal act is committed, criminal responsibility shall be affixed.
Article 61
If a promoter or a shareholder of a company is found to have spirited his/her capital away after the establishment of the company, the company registration organ shall order him/her to correct and impose a fine of anywhere from over five percent to less than 10 percent of the capital spirited away. If the case is serious enough to constitute a crime, criminal responsibility shall be affixed.
Article 62
If a company fails to open business after six months of its establishment without justifiable reasons or ceases to operate for more than six months in succession after it opens business, the company registration organ shall revoke its business license.
Article 63
If a company fails to go through the prescribed procedures for registering changes, the company registration organ shall other it to go through the procedures within a prescribed limit of time. If it has failed to do so within the prescribed time limit, a fine of anywhere from more than RMB 10,000 to less than RMB 100,000 shall be imposed.
Article 64
If a company is found to have reduced its registered capital in the course of merger or separation or failed to notify its creditors of its liquidation according to relevant provisions, the company registration organ shall order it to correct and imposed a fine of any where from more than RMB 10,000 to less than RMB 100,000.
Article 65
If a liquidation organization fails to submit the liquidation report to the company registration organ or conceals or misses major facts in the liquidation reports submitted, the company registration organ shall order it to correct.
Article 66
If a company fails to apply for registering cancellation at the end of liquidation upon a bankrupt dissolution, the company registration organ shall revoke its business license.
Article 67
If a joint stock limited company fails to make an announcement or the contents of its announcement is not in conformation with what has been approved after its establishment, modification or registration of cancellation, the company registration organ shall order it to correct. If it refuses to correct. a fine of anywhere from more than RMB 10,000 to less than RMB 100,000 shall be imposed. If the case is very serious, the business license shall be revoked.
Article 68
If a company refuses annual checking according to regulations, the company registration organ shall impose a fine of anywhere from more than RMB 10,000 to less RMB 100,000 and order it to accept annual checking within the prescribed time limit. If it still refuses to accept annual checking within the prescribed time limit, its business license shall be revoked. If a company is found to have concealed facts in its annual checking or resorted to deception, the company registration organ shall impose a fine of anywhere from more than RMB 10,000 to less than RMB 100,000 and order it to correct within the prescribed time limit. If the case is very serious, its business license shall be revoked.
Article 69
If a company is found to have forged, altered, rented out, lent or transferred its business license, the company registration organ shall impose a fine of anywhere from more than RMB 10,000 to less than RMB 100,000. If the case is very serious, its business license shall be revoked. If the case is serious enough to constitute a crime, criminal responsibility shall be affixed.
Article 70
If a company is found to have failed to place its business license in an eye-catching position of its business site, the company registration organ shall order it to correct. If it refuses to correct, a fine of anywhere from more than RMB 1,000 to less than RMB 5,000 shall be imposed.
Article 71
If a company is found to have engaged in activities beyond its business scope registered, the company registration organ shall order it to correct and impose a fine of anywhere from more than RMB 10,000 to less than RMB 100,000. If the case is very serious, its business license shall be revoked.
Article 72
If a company which has not registered itself as a limited liability company or a joint stock limited company is found to have used the name of a limited liability or a joint stock limited company, the company registration organ shall order it to correct or ban it and impose a fine of anywhere from more than RMB 10,000 to less than RMB 100,000. If the case is serious enough to constitute a crime, criminal responsibility shall be affixed.
Article 73
If a company registration organ is found to have approved the registration of a company which fails to meet the requirements and if the case is very serious, administrative punishments shall be meted out on the person in charge and other persons directly responsible.
If a company registration organ at a higher level is found to have forced the company registration organ at a lower level to approve the registration of companies not up to the requirements or cover up illegal registration, administrative punishments shall be meted out on the person in change or other persons directly responsible.
If the case if serious enough to constitute a crime, criminal responsibility shall be affixed.
CHAPTER XII
SUPPLEMENTARY PROVISIONS
Article 74
For foreign companies that establish branches within the territory of the People’s Republic of China, the relevant regulations of the State Council shall apply.
Article 75
This set of regulations shall apply to the registration of limited liability companies using foreign investment. If there are separate provisions concerning the registration of such companies in the laws and administrative decrees concerning foreign-funded enterprises, those provisions shall apply.
Article 76
This set of regulations shall come into force as of July 1, 1994.