| Regulation of the People’s Republic of China on the Administration of Company Registration |
| Issued by Order No. 156 (Amendment 6 February 2016) |
| Chapter 1 – General Principles |
| Article 1 |
| These Regulations are formulated pursuant to the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”) for the purposes of confirmation of enterprise legal person status of companies and standardising company registration. |
| Article 2 |
| Establishment, change and termination of limited liability companies and companies limited by shares (hereinafter referred to collectively as the (“Companies”) shall undergo company registration formalities pursuant to these Regulations. |
| Applicants for company registration shall be responsible for the veracity of the application documents and materials. |
| Article 3 |
| A company shall attain enterprise legal person status upon registration with the company registration authorities pursuant to the law and obtaining of an Enterprise Legal Person Business Licence. |
| With effect from the date of implementation of these Regulations, entities which have not been registered with the company registration authorities shall not engage in business activities in the name of a company. |
| Article 4 |
| The administrative agencies for industry and commence shall be the company registration authorities. |
| The company registration authorities at a lower level shall conduct company registration under the leadership of the company registration authorities at a higher level. |
| The company registration authorities shall perform duties in accordance with the law, free from any unlawful interference. |
| Article 5 |
| The State Administration for Industry and Commerce (“SAIC”) shall be responsible for company registration across the country. |
| Chapter 2 – Jurisdiction for Registration |
| Article 6 |
| The SAIC shall be responsible for the registration of the following companies: |
| (1) A company in which the state-owned assets supervision and administration institution of the State Council performs the functions of a capital contributor and any company which is formed by such a company as a shareholder holding more than 50% of the shares thereof. |
| (2) foreign-funded company. |
| (3) A company which shall be registered with the SAIC in accordance with any law, administrative regulation, or decision of the State Council. |
| (4) Any other company which shall be registered with the SAIC in accordance with the rules of the SAIC. |
| Article 7 |
| The administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government shall be responsible for the registration of the following companies within its jurisdiction: |
| (1) A company in which the state-owned assets supervision and administration institution of the people’s government of a province, autonomous region, or municipality directly under the Central Government performs the functions of a capital contributor and any company which is formed by such a company as a shareholder holding more than 50% of the shares thereof. |
| (2) A company formed by a natural person which shall be registered with the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government in accordance with the rules thereof. |
| (3) A company which shall be registered with the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government in accordance with any law, administrative regulation, or decision of the State Council. |
| (4) Any other company which shall be registered as authorized by the SAIC. |
| Article 8 |
| The administrative department for industry and commerce of a district city (or prefecture), the administrative department for industry and commerce of a county, a branch of the administrative department for industry and commerce of a municipality directly under the Central Government, or a district branch of the administrative department for industry and commerce of a district city shall be responsible for the registration of the following companies within its jurisdiction: |
| (1) Companies other than those as set out in Articles 6 and 7 of this Regulation. |
| (2) Companies which shall registered as authorized by the SAIC and the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government. |
| The specific jurisdiction over registration in the preceding paragraph shall be determined by the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government. However, the administrative department for industry and commerce of a districted city (or prefecture) shall be responsible for the registration of joint stock limited companies. |
| Chapter 3 – Registration Requirement |
| Article 9 |
| The contents of company registration shall include: |
| (1) name of the company; |
| (2) domicile of the company; |
| (3) name of the legal representative of the company; |
| (4) registered capital of the company; |
| (5) type of the company; |
| (6) business scope of the company; |
| (7) duration of the company; and |
| (8) names of the shareholders of the company if it is a limited liability company or the promoters of the company if it is a joint stock limited company. |
| Article 10 |
| The contents of company registration shall satisfy the provisions of laws and administrative regulations. The company registration authorities shall not register any content which does not satisfy the provisions of laws and administrative regulations. |
| Article 11 |
| The name of a company shall satisfy the relevant provisions of the state. A company may use one name only. The name of a company shall be protected by the law after it has been approved and registered by the company registration authority. |
| Article 12 |
| The domicile of a company shall be the place of the principal office of the company. There shall be only one domicile registered with the company registration authority. The domicile of a company shall be within the jurisdiction of the company registration authority. |
| Article 13 |
| The registered capital of a company shall be denominated in RMB, except as otherwise provided for by any law or administrative regulation. |
| Article 14 |
| The shareholders of a company shall contribute capital in a manner as set out in Article 27 of the Company Law, and they may not make capital contribution with labor, credit, the name of a natural person, goodwill, franchise, or property already posted as security. |
| Article 15 |
| The business scope of a company shall be stated in the bylaws of the company and registered in accordance with the law. |
| The business scope of a company shall be described by referring to the industry classification standards of national economy. |
| Article 16 |
| The type of a company shall be either a limited liability company or a joint stock limited company. |
| For a one-person limited liability company, the sole investment from a natural person or a legal person shall be noted in the registration of the company and be stated in the business license of the company. |
| Chapter 4 – Registration |
| Article 17 |
| In the formation of a company, an application for the pre-approval of the name of the company shall be filed. |
| Where the formation of a company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council or any item in the business scope of a company must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the company shall undergo the pre-approval of its name before filing the aforesaid report for approval, and the aforesaid report for approval shall be filed in its name as pre-approved by the company registration authority. |
| Article 18 |
| In the formation of a limited liability company, a representative designated or an agent jointly authorized by all the shareholders shall apply for the pre-approval of the name of the company to the company registration authority. In the formation of a joint stock limited company, a representative designated or an agent jointly authorized by all the promoters shall apply for the pre-approval of the name of the company to the company registration authority. |
| To apply for the pre-approval of the name of a company, the applicant shall submit the following documents: |
| (1) A written application for the pre-approval of the name of the company as signed by all the shareholders of the company if it is a limited liability company or by all the promoters of the company if it is a joint stock limited company. |
| (2) A certificate on the designation of a representative or the joint authorization of an agent by all the shareholders or promoters. |
| (3) Other documents as required by the SAIC. |
| Article 19 |
| The pre-approved name of a company shall be reserved for six months. Within the period of reservation, the pre-approved name shall neither be used for any business activity nor be transferred. |
| Article 20 |
| In the formation of a limited liability company, a representative designated or an agent jointly authorized by all the shareholders shall apply for formation registration to the company registration authority. In the formation of a wholly state-owned company, the state-owned assets supervision and administration institution of the corresponding people’s government as authorized by the State Council or the local people’s government shall act as the applicant to apply for formation registration. Where the formation of a limited liability company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, an application for formation registration shall be filed with the company registration authority within 90 days from the date of approval; and if the application for formation registration is overdue, the applicant shall report to the approving authority for confirmation of the validity of the original approval document or for a separate approval. |
| To apply for the formation of a limited liability company, the applicant shall submit the following documents to the company registration authority: |
| (1) An application form for registration as signed by the legal representative of the company. |
| (2) A certificate on the designation of a representative or the joint authorization of an agent by all the shareholders. |
| (3) The company’s articles of association; |
| (4) An eligibility certificate of each shareholder which is an entity or the identification of each shareholder who is a natural person. |
| (5) Documents stating the names and domiciles of all the directors, supervisors, and managers of the company and certificates on the relevant appointment, election, or employment. |
| (6) The office appointment document and the identification of the legal representative of the company. |
| (7) A notice of pre-approval of enterprise name. |
| (8) A certificate of domicile of the company. |
| (9) Other documents as required by the SAIC. |
| Where the formation of a limited liability company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted. |
| Article 21 |
| In the formation of a joint stock limited company, the board of directors of the company shall apply for formation registration to the company registration authority. Where a joint stock limited company is formed by stock floatation, the board of directors of the company shall apply for formation registration to the company registration authority within 30 days after the end of the foundation meeting. |
| To apply for the formation of a joint stock limited company, the applicant shall submit the following documents to the company registration authority: |
| (1) A written application for formation registration as signed by the legal representative of the company. |
| (2) A certificate on the designation of a representative or the joint authorization of an agent by the board of directors. |
| (3) Bylaws of the company. |
| (4) An eligibility certificate of each promoter which is an entity or the identification of each promoter who is a natural person. |
| (5) Documents stating the names and domiciles of all the directors, supervisors, and managers of the company and certificates on the relevant appointment, election, or employment. |
| (6) The office appointment document and the identification of the legal representative of the company. |
| (7) A notice of pre-approval of enterprise name. |
| (8) A certificate of domicile of the company. |
| (9) Other documents as required by the SAIC. |
| Where a joint stock limited company is formed by stock floatation, the minutes of the foundation meeting and a capital verification certificate issued by a legally formed capital verification agency shall also be submitted; and if the joint stock limited company formed by stock floatation offers shares to the public, the relevant approval document issued by the securities regulatory authority of the State Council shall also be submitted. |
| Where the formation of a joint stock limited company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted. |
| Article 22 |
| Where any item in the business scope of a company to be registered upon application must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, it shall be reported to the relevant department of the state for approval before the company applies for registration, and the relevant approval document shall be submitted to the company registration authority. |
| Article 23 |
| Where any provision of the bylaws of a company violates any law or administrative regulation, the company registration authority shall have the authority to require the company to amend it. |
| Article 24 |
| The certificate of domicile of a company means a document that can prove that the company has a right to use the domicile. |
| Article 25 |
| The company registration authority shall issue a Business License for an Enterprise Legal Person to a legally formed company. The date of issuance of the business license of the company shall be the date of formation of the company. The company shall have its seals made, open a bank account, and apply for tax registration on the basis of the Business License for an Enterprise Legal Person issued by the company registration authority. |
| Chapter 5 – Change of Registration |
| Article 26 |
| To change any content of registration, a company shall apply for change of registration to the original company registration authority. |
| A company shall not modify any content of registration without undergoing change of registration. |
| Article 27 |
| To apply for modification registration, a company shall submit the following documents to the company registration authority: |
| (1) A written application for modification registration as signed by the legal representative of the company. |
| (2) A modification resolution or decision made under the Company Law. |
| (3) Other documents as required by the SAIC. |
| Where a company’s modification of the contents of registration involves the amendment of the bylaws of the company, the amended bylaws of the company or the amendment(s) to the bylaws of the company as signed by the legal representative of the company shall be submitted. |
| Article 29 |
| For change of company address, an application for change registration shall be made prior to moving into the new address, and the proof of use of the new address shall be submitted. Where the new address is outside the jurisdiction of the company registration authorities, the application for change registration shall be submitted to the company registration authorities at the location of the new address prior to moving into the new address; where the company registration authorities at the location of the new address accept the application, the original company registration authorities shall forward the company registration files to the company registration authorities at the location of the new address. |
| Article 30 |
| For change of legal representative of a company, an application for change registration shall be submitted within 30 days from the date of the resolution or decision on the change. |
| Article 31 |
| For increase in registered capital of a company, an application for change registration shall be submitted within 30 days from the date of the resolution or decision on the change. For reduction of registered capital, an application for change registration shall be submitted 45 days after the date of announcement, the relevant proof of the announcement on reduction of registered capital published by the company on the newspapers and a statement on repayment of the company’s debts or debt guarantee shall be submitted. |
| Article 32 |
| For change of scope of business of a company, an application for change registration shall be submitted within 30 days from the date of the resolution or decision on the change; where the laws and administrative regulations or the decisions of the State Council stipulate that the scope of business is subject to approval prior to registration, the application for change registration shall be submitted within 30 days from the date of approval by the relevant State authorities. Where the permit or approval document of a project in the scope of business of a company for which the laws and administrative regulations or the decisions of the State Council require prior approval is cancelled or revoked, or where the permit or approval document is expired, the application for change registration shall be submitted within 30 days from cancellation or revocation or from expiry of the validity period of the permit or approval document, or shall be undergoing deregistration formalities pursuant to the provisions of Chapter 6 of these Regulations. |
| Article 33 |
| For change of company type, an application for change registration shall be submitted to the company registration authorities within the stipulated period pursuant to the establishment criteria for the new company type, and the relevant documents shall be submitted. |
| Article 34 |
| For change of shareholders of a limited liability company, an application for change registration shall be submitted within 30 days from the date of change, and the proof of entity status or natural person identity document of the new shareholder(s) shall be submitted. Upon the demise of a natural person shareholder of a limited liability company, where his/her legitimate successor inherits the shareholder qualification, the company shall apply for change registration pursuant to the provisions of the preceding paragraph. For change of name of a shareholder of a limited liability company or a promoter of a company limited by shares, an application for change registration shall be submitted within 30 days from change of name. |
| Article 35 |
| Where a change of company registration matter involves a change of branch registration matter, an application for change of branch registration shall be submitted within 30 days from the date of change of company registration. |
| Article 36 |
| Where the amendments to a company’s articles of association do not involve a company registration matter, the company shall file the amended articles of association or the amendments to the articles of association with the original company registration authorities for record. |
| Article 37 |
| For change of director, supervisor or manager of a company, records shall be filed with the original company registration authorities. |
| Article 38 |
| For change of a company registration matter of a company which underwent merger or division, an application for change registration shall be submitted; for dissolution of a company which underwent merger or division, an application for deregistration shall be submitted; for establishment of a new company following merger or division, an application for establishment registration shall be submitted. For merger or division, the application for registration shall be submitted 45 days after the date of announcement, and the merger agreement and the resolution or the decision on merger or division and proof of the announcement on merger or division published by the company on the newspapers and a statement on debt repayment or debt guarantee shall be submitted. Where the laws and administrative regulations or the decisions of the State Council stipulate that merger or division of a company is subject to approval, the relevant approval document shall also be submitted. |
| Article 39 |
| Where the change of a registration matter involves a matter set out in the Enterprise Legal Person Business Licence, the company registration authorities shall reissue a business licence. |
| Article 40 |
| The following documents shall be submitted to the company registration authorities for an application for revocation of change registration pursuant to Article 22 of the Company Law: |
| (1) An application form signed by the company’s legal representative; and |
| (2) The judgment of the People’s Court. |
| Chapter 6 – Deregistration |
| Article 41 |
| In the event of dissolution and liquidation of a company pursuant to the law, the liquidation team shall file the name list of members and the person-in-charge of the liquidation team with the company registration authorities within 10 days from establishment of the liquidation team for record. |
| Article 42 |
| Under any of the following circumstances, the company’s liquidation team shall apply to the original company registration authorities for deregistration within 30 days from completion of the company’s liquidation: |
| (1) The company is declared bankrupt pursuant to the law; |
| (2) The business term stipulated in the company’s articles of association has expired, or any other dissolution event stipulated in the company’s articles of association occurs, except where the company continues to exist through making amendments to its articles of association; |
| (3) A shareholders’ meeting or a shareholders’ general meeting has passed a resolution on dissolution, or the shareholder of a one-person limited liability company or the board of directors of a foreign-funded company has passed a resolution on dissolution; |
| (4) The business licence of the company is cancelled pursuant to the law, or the company is ordered to be closed down or revoked; |
| (5) The company is dissolved by a People’s Court pursuant to the law; and |
| (6) Any other dissolution circumstance stipulated by the laws and administrative regulations. |
| Article 43 |
| The following documents shall be submitted for an application for deregistration: |
| (1) An application form for deregistration signed by the person-in-charge of the company’s liquidation team; |
| (2) The ruling on bankruptcy or dissolution issued by a People’s Court, the resolution or decision of the company made pursuant to the Company Law, or the document issued by the administrative authorities for closure or revocation of the company; |
| (3) The liquidation report filed and confirmed by a shareholders’ meeting or a shareholders’ general meeting, the shareholder of a one-person limited liability company, the board of directors of a foreign-funded company or a People’s Court, or the company approval authorities; |
| 4) The Enterprise Legal Person Business Licence; and |
| (5) Any other document to be submitted as stipulated by the laws and administrative regulations. |
| Wholly State-owned companies applying for deregistration shall also submit the decision of the State-owned assets supervision and administration authorities, among which, those determined by the State Council to be important wholly State-owned companies shall also submit the approval document(s) issued by the counterpart level People’s Government. |
| A company with branches applying for deregistration shall also submit the proof of deregistration of the branches. |
| Article 44 |
| A company shall be terminated upon deregistration by the company registration authorities. |
| Chapter 7 – Registration of Branches |
| Article 45 |
| Branches shall mean organisations set up by a company outside its address to engage in business activities. Branches do not have enterprise legal person status. |
| Article 46 |
| Branch registration matters shall include: name, business premises, person-in-charge, and scope of business. The name of a branch shall comply with the relevant provisions of the State. The scope of business of a branch shall not exceed the company’s scope of business. |
| Article 47 |
| For establishment of a branch, the company shall apply for registration with the company registration authorities at the location of the branch within 30 days from the date of the decision; where the laws and administrative regulations or the decisions of the State Council stipulate that establishment of the branch is subject to approval by the relevant authorities, the application for registration shall be submitted to the company registration authorities within 30 days from the date of approval. |
| The following documents shall be submitted to the company registration authorities for establishment of a branch: |
| (1) An application form for establishment of a branch signed by the company’s legal representative; |
| (2) The company’s articles of association and photocopy of the Enterprise Legal Person Business Licence affixed with the company seal; |
| (3) Proof of use of business premises; |
| (4) Appointment document and identity document of the person-incharge of the branch; and |
| (5) Any other document to be submitted as required by the State Administration for Industry and Commerce. |
| Where the laws and administrative regulations or the decisions of the State Council stipulate that establishment of branch is subject to approval, or where the scope of business of the branch falls under the scope of projects which require approval prior to registration pursuant to the laws and administrative regulations or the decisions of the State Council, the relevant approval document(s) shall also be submitted. |
| Where the company registration authorities of the branch approve the registration, a business licence shall be issued. The company shall present the branch’s business licence to file record with the company registration authorities within 30 days from registration of the branch. |
| Article 48 |
| Branch which changes its registration matter(s) shall submit an application for change registration to the company registration authorities. |
| An application for change registration signed by the company’s legal representative shall be submitted. For change of name or scope of business, a photocopy of the Enterprise Legal Person Business Licence affixed with the company seal shall be submitted; where the branch’s scope of business falls under the scope of projects which require approval prior to registration pursuant to the laws and administrative regulations or the decisions of the State Council, the relevant approval document(s) shall also be submitted. For change of business premises, the proof of use of the new business premises shall be submitted. For change of personin-charge, the appointment or removal document and his/her identity document shall be submitted. |
| Where the company registration authorities approve the change registration, a new business licence shall be issued. |
| Article 49 |
| Where a branch is revoked by the company, or where a branch is ordered to be closed down pursuant to the law or the business licence of a branch is cancelled, the company shall apply to the company registration authorities of the branch for deregistration within 30 days from the date of the decision. An application form for deregistration signed by the company’s legal representative and the branch’s business licence shall be submitted. Where the company registration authorities approve the deregistration, the branch’s business licence shall be surrendered. |
| Chapter 8 – Registration Procedures |
| Article 50 |
| For company registration and branch registration, the applicant may submit the application to the company registration authorities on-site, or by way of correspondence, telegraph, telex, facsimile, electronic data exchange and email etc. Where the application is submitted by way of telegraph, telex, facsimile, electronic data exchange and email etc, the contact details and correspondence address of the applicant shall be provided. |
| Article 51 |
| The company registration authorities shall decide on acceptance or nonacceptance of an application in accordance with the following circumstances: |
| (1) Where the application documents and materials are complete and comply with the statutory format, or the applicant has supplemented or corrected the application documents and materials as required by the company registration authorities, the company registration authorities shall decide to accept the application. |
| (2) Where the application documents and materials are complete and comply with the statutory format, but the company registration authorities deem that the application documents and materials require verification, the company registration authorities shall decide to accept the application, and notify the applicant in writing simultaneously of the matter(s) which require(s) verification, the reason(s) and time frame. |
| (3) Where the application documents and materials contain an error which can be corrected on the spot, the applicant shall be allowed to make correction on the spot, and the applicant shall sign or affix seal next to the correction and state the date of correction; where the application documents and materials are found to be complete and comply with the statutory format, the application shall be accepted. |
| (4) Where the application documents and materials are incomplete or do not comply with the statutory format, the applicant shall be notified of all the requisite supplementation and correction in a one-off manner on the spot or within five days; where the applicant is notified on the spot, the application documents and materials shall be returned to the applicant; where the applicant is notified within five days, the application documents and materials shall be collected and an acknowledgement of receipt of the application documents and materials shall be issued; where the applicant is not notified within the stipulated period, the application shall be deemed accepted on the date of receipt of the application documents and materials. |
| (5) Where the application does not fall under the category of company registration or does not fall under the authorities’ jurisdiction for registration, the registration authorities shall forthwith decide not to accept the registration and notify the applicant to submit an application to the relevant administrative authorities. For applications submitted by way of correspondence, telegraph, telex, facsimile, electronic data exchange and email etc, the company registration authorities shall decide on acceptance or non-acceptance of application within five days from receipt of the application documents and materials. |
| Article 52 |
| Except for approval of registration pursuant to item (1) of the first paragraph of Article 54 of these Regulations, where the company registration authorities decide to accept an application, a “Notice of Acceptance” shall be issued; where the company registration authorities decide not to accept an application, a “Notice of Non-acceptance” shall be issued, stating the reason(s) for non-acceptance, and the applicant shall be notified of its right to apply for administrative review or file an administrative lawsuit pursuant to the law. |
| Article 53 |
| The company registration authorities shall decide on approval or nonapproval of registration of an accepted application within the stipulated period in accordance with the respective circumstances: |
| (1) Where an application submitted to the company registration authorities on-site by an applicant is accepted, the company registration authorities shall approve the registration on the spot. |
| (2) Where an application submitted by an applicant by way of correspondence is accepted, the company registration authorities shall approve the registration within 15 days from the date of acceptance. |
| (3) Where an application is submitted by way of telegraph, telex, facsimile, electronic data exchange or email etc, the applicant shall submit the original copies of the application documents and materials which are consistent to the contents submitted by way of telegraph, telex, facsimile, electronic data exchange or email within 15 days from receipt of the “Notice of Acceptance”; where the applicant submits the original copies of the application documents and materials to the company registration authorities on-site, the company registration authorities shall approve the registration on the spot; where the applicant submits the original copies of the application documents and materials by way of correspondence, the company registration authorities shall approve the registration within 15 days from the date of acceptance. |
| (4) Where the company registration authorities do not receive the original copies of the application documents and materials within 60 days from issuance of the “Notice of Acceptance”, or the original copies of application documents and materials are inconsistent with the application documents and materials accepted by the company registration authorities, the company registration authorities shall decide on nonregistration on the spot. Where the company registration authorities need to verify the application documents and materials, the company registration authorities shall decide on registration or non-registration within 15 days from the date of acceptance. |
| Article 54 |
| Where the company registration authorities approve a reservation of company name, a “Notice on Approval of Reservation of Enterprise Name” shall be issued; where the company registration authorities approve an application for registration of company establishment, a “Notice on Approval of Establishment Registration” shall be issued, and the applicant shall be notified to collect its business licence within 10 days from the date of decision; where the company registration authorities approve an application for change of company registration, a “Notice of Approval of Change Registration” shall be issued, and the applicant shall be notified to obtain a new business licence within 10 days from the date of decision; where the company registration authorities approve an application for deregistration, a “Notice on Approval of Deregistration” shall be issued, and the business licence shall be taken back. |
| Where the company registration authorities decide on non-approval of reservation of name or non-registration, a “Notice on Rejection of Reservation of Name” or a “Notice on Rejection of Registration” shall be issued, stating the reason(s) for non-approval or non-registration, and the applicant shall be notified of its right to apply for administrative review or filing of administrative lawsuit pursuant to the law. |
| Article 55 |
| The company registration authorities shall announce company registration and filing information to the public through the enterprise credit information announcement system. |
| Article 56 |
| Announcement on cancellation of an Enterprise Legal Person Business Licence and a business licence shall be made by the company registration authorities. |
| Chapter 9 – Announcement of Annual Reports, Administration of Licences and Files |
| Article 57 |
| Companies shall submit their annual report for the preceding year to the company registration authorities through the enterprise credit information announcement system during the period from 1 January to 30 June every year, and shall announce to the public. The contents of announcement of annual reports and the supervision and inspection methods shall be formulated by the State Council. |
| Article 58 |
| An Enterprise Legal Person Business Licence and a business licence shall comprise an original copy and a duplicate copy; the original copy and the duplicate copy shall have the same legal effect. |
| The State implements electronic business licences. Electronic business licence and hard copy business licence shall have the same legal effect. The original copy of an Enterprise Legal Person Business Licence or the original copy of a business licence shall be displayed at a prominent location of the company’s premise or the branch’s business premise. A company may apply to the company registration authorities for issuance of several duplicate copies of its business licence based on business requirements. |
| Article 59 |
| No organisation or individual shall forge, alter, lease, lend or transfer a business licence. Where a business licence is lost or mutilated, the company shall declare voidance on the newspapers designated by the company registration authorities, and apply for a replacement. Where the company registration authorities has decided on change registration, deregistration or revocation of change registration pursuant to the law, and the company refuses or is unable to surrender its business licence, the company registration authorities shall announce voidance of the business licence. |
| Article 60 |
| The company registration authorities may temporarily retain a business licence which needs to be authenticated, and the retention period shall not exceed 10 days. |
| Article 61 |
| Inspection, copying, carrying and replication of company registration files and materials shall be handled pursuant to the stipulated powers and procedures. No organisation or individual shall amend, smear, mark or mutilate company registration files and materials. |
| Article 62 |
| The formats of the original copy and duplicate copy of a business licence, the electronic business licence standard and the formats of relevant important documents relating to company registration shall be formulated by the State Administration for Industry and Commerce on a unified basis. |
| Chapter 10 – Legal liability |
| Article 63 |
| Persons who obtain company registration through false declaration of registered capital shall be ordered by the company registration authorities to make correction, and be subject to a fine ranging from 5% to 15% of the falsely declared registered capital amount; where the case is serious, company registration shall be revoked or the business licence shall be cancelled. |
| Article 64 |
| Persons who obtain company registration by submission of false materials or adoption of other fraudulent means to conceal important facts shall be ordered by the company registration authorities to make correction, and be subject to a fine ranging from RMB50,000 to RMB500,000; where the case is serious, company registration shall be revoked or the business licence shall be cancelled. |
| Article 65 |
| Promoters or shareholders of companies guilty of false capital contribution, non-delivery of cash or non-monetary assets for capital contribution, or failure to deliver cash or non-monetary assets for capital contribution within the stipulated period, shall be ordered by the company registration authorities to make correction, and be subject to a fine ranging from 5% to 15% of the false capital contribution amount. |
| Article 66 |
| Promoters or shareholders of companies guilty of capital flight upon incorporation of the company shall be ordered by the company registration authorities to make correction and be subject to a fine ranging from 5% to 15% of the capital flight amount. |
| Article 67 |
| Where a company does not commence business without a proper reason for more than six months following incorporation of the company, or suspends business operation for six months or more upon commencement of business, the company registration authorities may cancel its business licence. |
| Article 68 |
| Where a company failed to complete change registration formalities pursuant to the provisions of these Regulations for change of a company registration matter, the company registration authorities shall order the company to make correction within a stipulated period; where registration formalities are not completed within the stipulated period, a fine ranging from RMB10,000 to RMB100,000 shall be imposed. Where a change in scope of business involves a project which requires prior approval pursuant to the provisions of the laws and administrative regulations or the decisions of the State Council but the company does not apply for approval but arbitrarily engage in the relevant business activities, its business licence shall be revoked where the case is serious. |
| Where a company does not complete the relevant filing formalities pursuant to the provisions of these Regulations, the company registration authorities shall order the company to complete the relevant filing formalities within a stipulated period; where the filing formalities are not completed within the stipulated period, a fine of not more than RMB30,000 shall be imposed. |
| Article 69 |
| Where a company does not notify its creditors or make an announcement to its creditors pursuant to the provisions at the time of merger, division, reduction of registered capital or liquidation, the company registration authorities shall order the company to make correction and impose a fine ranging from RMB10,000 to RMB100,000. |
| Where a company conceals assets during liquidation, includes false entries in the balance sheet or the list of assets, or makes distribution of company assets before repayment of debts, the company registration authorities shall order the company to make correction and impose a fine ranging from 5% to 10% of the amount of concealed assets or the amount of company assets distributed before repayment of debts on the company; the directly accountable person-in-charge and other directly accountable personnel shall be subject to a fine ranging from RMB10,000 to RMB100,000. |
| Where a company engages in non-liquidation related business activities during the liquidation period, the company registration authorities shall issue a warning and confiscate the illegal income. |
| Article 70 |
| Where the liquidation team does not submit the liquidation report to company registration authorities pursuant to the provisions, or the liquidation report submitted conceals important facts or there is a major omission in the liquidation report, the company registration authorities shall order the liquidation team to make correction. |
| Where a liquidation team member abuses official powers to seek personal gains or illegal income or embezzle the company’s assets, the company registration authorities shall order the liquidation team member to return the company’s assets, and confiscate the illegal income, and may impose a fine ranging from one to five times the amount of the illegal income. |
| Article 71 |
| Persons guilty of forgery, alteration, lease, lending or transfer of a business licence shall be subject to a fine ranging from RMB10,000 to RMB100,000 imposed by the company registration authorities; where the case is serious, the business licence shall be revoked. |
| Article 72 |
| A company which does not display its business licence at a prominent location of its address or business premises shall be ordered by the company registration authorities to make correction; companies which refuse to make correction shall be subject to a fine ranging from RMB1,000 to RMB5,000. |
| Article 73 |
| The company registration authorities shall confiscate the illegal income of an asset valuation or capital verification organisation which provides false materials, and shall impose a fine ranging from one to five times the amount of the illegal income, and the relevant authorities may order the said organisation to suspend business operation, revoke the qualification certificate of their directly accountable personnel, and revoke the organisation’s business licence. |
| Where there is a major omission in the report issued by an asset valuation or capital verification organisation due to negligence of the organisation, the company registration authorities shall order the organisation to make correction; where the case is serious, a fine ranging from one to five times the amount of the income shall be imposed, and the relevant authorities may order the said organisation to suspend business operation, revoke the qualification certificate of their directly accountable personnel, and revoke the organisation’s business licence. |
| Article 74 |
| An entity which is not registered as a limited liability company or a company limited by shares pursuant to the law but makes fraudulent use of the name of a limited liability company or a company limited by shares, or an entity which is not registered as a branch of a limited liability company or a company limited by shares pursuant to the law but uses the name of a branch of a limited liability company or a company limited by shares, shall be ordered by the company registration authorities to make correction or shall be banned, and may be subject to a fine of not more than RMB100,000. |
| Article 75 |
| Where the company registration authorities approve an application for company registration which does not comply with the stipulated criteria, or do not approve an application for registration which complies with the stipulated criteria, the directly accountable person-in-charge and other directly accountable personnel shall be subject to administrative punishment pursuant to the law. |
| Article 76 |
| Where the higher-level authorities of the company registration authorities order the company registration authorities to approve an application for registration which does not comply with the stipulated criteria, or not to approve an application for registration which complies with the stipulated criteria, or cover up illegal registration, the directly accountable personin- charge and other directly accountable personnel shall be subject to administrative punishment pursuant to the law. |
| Article 77 |
| Foreign companies which violate the provisions of the Company Law in arbitrarily setting up a branch in China shall be ordered by the company registration authorities to make correction or to close down, and may be subject to a fine ranging from RMB50,000 to RMB200,000. |
| Article 78 |
| Companies which undertake serious illegal acts to harm national security or public interest in the name of a company shall have their business licence revoked. |
| Article 79 |
| The provisions of this Chapter shall apply for branches which commit illegal acts stipulated in this Chapter. |
| Article 80 |
| For violation of the provisions of these Regulations which constitute acriminal offence, criminal liability shall be pursued in accordance with the law. |
| Chapter 11 – Supplementary Provisions |
| Article 81 |
| These Regulations shall apply to registration of foreign-funded companies. Where the laws on foreign investment enterprises stipulate otherwise on registration, such provisions shall apply. |
| Article 82 |
| Where the laws and administrative regulations or the decisions of the State Council stipulate that establishment of a company is subject to approval, or where the scope of business of a company falls under the scope of projects which require approval prior to registration pursuant to the provisions of laws and administrative regulations or decisions of the State Council, the State Administration for Industry and Commerce shall formulate and announce the list of pre-enterprise registration administrative licences pursuant to the laws and administrative regulations or the decisions of the State Council. |
| Article 83 |
| These Regulations shall be effective 1 July 1994. |
| Disclaimer: This administration regulations of PRC is translated from Chinese Ordinance for reference only. There may be different interpretation as to the Chinese version. |