Source: Ministry of Commerce Website, PRC
REGULATIONS ON THE ADMINISTRATION OF REGISTRATION OF PARTNERSHIP BUSINESSES
Wednesday, November 19, 1997 Posted: 10:54 BJT(0254 GMT) (Valid From:1997.11.19)
(Promulgated on November 19, 1997 by the State Council and be effective on the same day)
- CHAPTER ONE GENERAL PROVISIONS
- CHAPTER TWO REGISTRATION OF ESTABLISHMENT
- CHAPTER THREE REGISTRATION OF ALTERATION
- CHAPTER FOUR REGISTRATION OF CANCELLATION
- CHAPTER FIVE REGISTRATION OF BRANCHES
- CHAPTER SIX ANNUAL CHECKINGS AND ADMINISTRATION OF CERTIFICATES AND LICENSES
- CHAPTER SEVEN LEGAL RESPONSIBILITY
- CHAPTER EIGHT SUPPLEMENTARY PROVISIONS
CHAPTER ONE GENERAL PROVISIONS
Article 1 The regulations have been formulated in compliance with the Partnership Business Law of the People’s Republic of China (please refer to CEN Nos. 13 and 14 ’97) with a view to verifying the qualifications and standardizing the registration of partnership businesses.
Article 2 A partnership business shall go through registration procedures according to the Partnership Business Law and this set of regulations upon its establishment, alteration or cancellation.
Article 3 A partnership business shall start operation only after going through the required registration and approval procedures and obtaining the business license.
A partnership business shall operate within the scope of operation registered and approved by the registration organization.
Article 4 Administrative departments for industry and commerce shall be the organs of registration for partnership businesses. The administrative department of the State Council in charge of industry and commerce shall be responsible for the registration of partnership businesses in the whole country.
Administrations for industry and commerce of cities and counties shall be responsible for the registration of partnership businesses in the areas of their respective jurisdiction.
CHAPTER TWO REGISTRATION OF ESTABLISHMENT
Article 5 The establishment of a partnership business shall be provided for with the requirements as prescribed in Article 8 of the Partnership Business Law.
Article 6 In establishing a partnership business, a representative or a proxy shall be designated by all partners to file an application and go through the registration procedures with the business registration organization.
Article 7 In registration for a partnership business, title, operational site, line of business, way of operation and the names and domiciles of partners, size of investment and mode of investment of the business should be recorded.
When a partnership business is to designate an executive partner or open subsidiary or subsidiaries, information about the executive partner and the subsidiary or subsidiaries should also be recorded in registration.
Article 8 In applying for the establishment of a partnership business, the following documents should be submitted to the registration organization:
1. Registration application signed by all partners;
2. Identification cards of all partners;
3. Power of attorney for the representative or the proxy designated by all partners;
4. The partnership agreement;
5. Certificates of investment proprietorship;
6. Certificate of site of operation; and
7. Other documents as required by the administrative department of the State Council in charge of industry and commerce.
For cases that the establishment of the partnership business has to go over the examination and approval procedures according to laws and administrative decrees, relevant documents of approval should be submitted during the registration. For cases in which one or several executive partners are designated according to the partnership agreement or the unanimous decision by all partners, the power of attorney should also be presented.
Article 9 Registration organizations shall take the decision of accepting or refusing registrations within 30 days starting from the date of receipt of all of the documents that should be submitted according to the provisions of Article 8 of this set of regulations.
Article 10 The date of the issue of the business license is also the date of the establishment of a partnership business.
CHAPTER THREE REGISTRATION OF ALTERATION
Article 11 For changes in the items of the registration, a partnership business should go through the alteration registration procedures with the original organ of registration within 15 days starting from the date when the decision of alteration is made or the alteration occurs.
Article 12 In applying for alteration of the items of registration, a partnership business shall submit the following documents to the original organ of registration:
1. Application for registration alteration;
2. The decision signed by all partners or the certificate of alteration;
3. Other documents as required by the administrative department of the State Council in charge of industry and commerce.
For alterations of the registrations of a partnership business that require examination and approval by law or administrative decrees, the related documents of examination and approval should also be submitted.
Article 13 Registration organizations shall take the decision of accepting or refusing the alteration registration within 30 days starting from the date of receipt of all the documents that conform to the provisions of Article 12 of this set of regulations.
Should the alteration involve the changes of business license, the organ of registration shall issue new business license.
CHAPTER FOUR REGISTRATION OF CANCELLATION
Article 14 If a partnership business is dissolved according to the provisions of Article 57 of the Partnership Business Law, it should go through the cancellation registration procedures with the original organ of registration within 15 days started from the day of the end of liquidation.
Article 15 In going through the procedures for cancellation of a registration, the following documents should be presented by a partnership business;
1. Application for cancellation of registration signed by all partners;
2. Liquidation report signed by all partners;
3. Other documents required by the administrative department of the State Council in charge of industry and commerce.
After going through the cancellation procedures, a partnership business shall return its business license.
Article 16 A partnership business shall be terminated after going through the procedures of cancellation of registration.
CHAPTER FIVE REGISTRATION OF BRANCHES
Article 17 In establishing a subsidiary or subsidiaries, a partnership business should file an application for establishment with the organ of registration at the place or places where the subsidiary or subsidiaries are established.
Article 18 In registration of the establishment of subsidiaries of partnership businesses, names, sites of operation, lines of business, methods of operation of the subsidiaries and the names and residences of persons responsible for the subsidiaries shall be recorded.
The line of business and method of operation of a subsidiary or subsidiaries must not go beyond those of the parent partnership business.
Article 19 In establishment of a subsidiary or subsidiaries of a partnership business, the following documents should be submitted to the organ responsible for the registration:
1. Application for opening a subsidiary or subsidiaries;
2. Decision signed by all partners on the opening of the subsidiary or subsidiaries;
3. Copy of the business license affixed with the seal of the organ of registration;
4. The power of attorney and identification cards for the person or persons designated by all partners to be responsible for the subsidiary or subsidiaries;
5. Certificate(s) of the site(s) of operation;
6. Other documents as required by the administrative department of the State Council for industry and commerce.
For cases in which an examination approval is required according to law or administrative decrees, the documents of approval should be submitted.
Article 20 For registration of alteration or cancellation registration with regard to subsidiary or subsidiaries of a partnership business, the provisions for alteration registration or cancellation registration for partnership business shall apply.
CHAPTER SIX ANNUAL CHECKINGS AND ADMINISTRATION OF CERTIFICATES AND LICENSES
Article 21 A partnership business should submit information for annual checkings within the prescribed time limit and accept the checkings according to the requirements of the organ of registration.
Article 22 Organs responsible for registrations shall carefully examine the information submitted by partnership businesses for annual checkings as to ascertain qualifications for the continuing operation of the businesses.
Article 23 The business license of a partnership business should have an original and copies both with equal legal bindings.
A partnership business may apply for a number of copies of business license with the organ of registration to meet its needs of operation.
A partnership business should place the original of the business license in a place in sight in the operation site.
Article 24 No unit or individual is allowed to forge, alter, sell, lease or lend its business license or transfer it by any other means.
In case that a business license is lost or damaged, a partnership business should make an announcement in newspapers or magazines designated by the organ of registration and apply for re-issuing or replacement with the organ of registration.
Article 25 The format of the original and copy of business license for a partnership business shall be determined by the administrative department of the State Council for industry and commerce.
CHAPTER SEVEN LEGAL RESPONSIBILITY
Article 26 Whereas an enterprise operates in the name of a partnership business without going through the approval and registration procedures and obtaining business license, the organ of approval shall order it to stop operation and a fine of less than RMB5,000 may also be imposed.
Article 27 Whereas a partnership business submits false documents or engages in other deceptive means in registration, the organ of registration shall order it to stop operation and a fine of less than RMB5,000 may also be imposed. For a more serious case, the registration shall be canceled and the business license shall be revoked.
Article 28 Whereas a partnership business has failed to go through proper registration procedure for changes made in the items of registration, the organ of registration shall order it to correct within a prescribed time limit and whereas the correction has failed to be done within the prescribed time limit, a fine of less than RMB2,000 shall be imposed.
Article 29 Whereas a liquidating agent for a partnership business fails to submit liquidation report with the organ of registration or, though the report has been submitted but with some facts concealed or missed, the organ of registration shall order it to correct.
Article 30 Whereas a partnership business fails to go through cancellation procedure after a liquidation, the organ of registration shall revoke its business license.
Article 31 Whereas a partnership business fails to accept annual checking according to the provisions of this set of regulations, the organ of registration shall order it to accept the checking within a prescribed time limit and a fine of less than RMB3,000 may also be imposed. Whereas the business still fails to accept the annual checking within the prescribed time limit, the organ of registration shall cancel its registration and revoke its license.
Article 32 Whereas a partnership business conceals facts and resorts to deception in an annual checking, the organ of registration shall order it to correct and a fine of less than RMB3,000 may also be imposed.
Article 33 Whereas a partnership business fails to put its business license in a place in sight in the operational site, the organ of registration shall order it to correct.
Article 34 Whereas a partnership business leases or lends out its business license or transfers its business license by other means, the organ of registration shall order it to correct and a fine of less than RMB5,000 may also be imposed. For more serious cases, the enterprise registration shall be canceled and business license revoked.
For the part the enterprises that acquire the business license through renting or borrowing or other illegal means, the organ of registration shall order it to correct and a fine of less than RMB5,000 may also be imposed.
Article 35 Whereas personnel of organs of registration abuse their power, resort to deception for personal gains, accept bribes or encroach upon the lawful rights of partnership businesses, criminal responsibilities shall be affixed if the case is serious enough to constitute a crime and administrative punishments shall be meted out if a case does not constitute a crime.
CHAPTER EIGHT SUPPLEMENTARY PROVISIONS
Article 36 This set of regulations shall be put on force as of the date [………..]