People's Republic Of China Governing The Registration Of Companies Ordinance

Original Language Title: 中华人民共和国公司登记管理条例

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(December 18, 2005 People's Republic of China promulgated by Decree No. 451 release come into force on January 1, 2006) decision of the State Council of the People's Republic of China governing the registration of Companies Ordinance as follows: one, the second one paragraph is added as the second paragraph: "apply for company registration, the applicant shall be responsible for the authenticity of the application documents, materials. "II, and will sixth article modified for:" National Business Administration General is responsible for following company of registration: "(a) State State-owned assets supervision management institutions perform funded people duties of company and the company investment established and holds 50% above shares of company;" (ii) foreign investment of company; "(three) in accordance with legal, and administrative regulations or State decided of provides, should by national business administration general registration of company;" (four) National Business Administration General provides should by its registration of other company. "Three, and will seventh article modified for:" province, and autonomous regions, and municipalities Business Administration Council is responsible for this area within following company of registration: "(a) province, and autonomous regions, and municipalities Government state-owned assets supervision management institutions perform funded people duties of company and the company investment established and holds 50% above shares of company;" (ii) province, and autonomous regions, and municipalities Business Administration Council provides by its registration of natural investment established of company; "(three) in accordance with legal, and administrative regulations or State decided of provides, Should be registered by the provinces, autonomous regions and municipalities directly under the administration of industry and commerce company "(four) registered with the State administration for industry and Commerce authorized other companies.
    "Four, and will VIII article modified for:" set district of city (area) Business Administration Council, and County Business Administration Council, and municipalities of Business Administration Branch, and set district of City Business Administration Council of District Branch, is responsible for this area within following company of registration: "(a) this Ordinance sixth article and seventh article by column company yiwai of other company;" (ii) National Business Administration General and province, and autonomous regions, and municipalities Business Administration Council authorized registration of company. "The specific jurisdiction of registration prescribed in the preceding paragraph by provinces, autonomous regions and municipalities directly under the administration of industry and commerce requirements. However, including limited by the area of the city (region) Administration for industry and commerce is responsible for the registration. "Five, add one, as the 14th:" shareholders ' contribution shall comply with the provisions of the company law article 27th.
    Shareholders in money, kind, intellectual property, financing of property other than land, its registration by the State administration for industry and commerce in collaboration with the relevant departments under the State Council. "Shareholders not to services, credit, the natural person's name, goodwill, franchises or creation of a security property, such as pricing, investment.
    "Six, add one, as the 15th:" company by company regulations, and shall be registered. "The company terms should refer to national industrial classification standard.
    "Seven, add one, as the 16th:" including limited liability companies and joint stock limited company type. "One person natural person indicated in the limited liability company shall be registered in the company-owned or corporate-owned, and set out in the company's business license. "Eight, and will 17th article to 20th article, in second paragraph in the increased a items as fifth items:" shareholders first funded is currency property of, should in company established registration Shi submitted has handle its property transfer procedures of proved file; "increased a paragraph, as third paragraph:" foreign investment of limited responsibility company of shareholders first funded amount should meet legal, and administrative regulations of provides, remaining part should since company established of day up 2 years within paid foot, which, investment company can in 5 years within paid foot. "Article nine, the 18th to 21st, one paragraph is added as the third paragraph:" to raise the establishment of Corporation, meetings should also be submitted to the establishment records established company limited public offering of shares to raise way, should also be submitted to the approval of the securities regulatory authority under the State Council document. "The addition of a paragraph, as a fourth paragraph:" the laws, administrative regulations or the State Council decided to set up a limited liability company must be reported to the approval shall also submit the relevant documents of ratification. "Ten, the 24th to the 27th, one paragraph is added as the third paragraph:" change registration in accordance with the laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of relevant approval documents shall be submitted to the company registration authority. "XI will be the 28th to 31st, the second paragraph is amended as:" increase the registered capital of the company, a limited liability company shareholders contributing additional capital investment and IPO company's shareholders, each Party shall, in accordance with the company law of the establishment of a limited liability company subscribed and the establishment of the Corporation pay a share of the relevant provisions. Limited to public offering of new shares or non-public offering of new shares by listed companies to increase registered capital, should also be submitted to the approval of the securities regulatory authority under the State Council document. "The addition of a paragraph, as the third paragraph:" the legal reserve shall be transferred to the registered capital of the company, capital verification certificate shall include the retention of the Provident Fund of not less than 25% of the registered capital of the company before the transfer. "The addition of a paragraph, as the fifth paragraph:" after the capital reduction of registered capital of the company shall be not less than the statutory minimum limits. "12, the addition of an article, as the 32nd article:" change the paid-up capital of the company, shall be submitted in accordance with established capital verification certificate of capital verification certificate, and shall be in accordance with the articles of incorporation set forth the contribution of time, investment capital contributions. The company shall pay the contribution or shares from the date of application for registration of changes in the 30th. "13, and will 29th article to 33rd article, increased a paragraph as second paragraph:" company of business range in the belongs to legal, and administrative regulations or State decided provides must by approved of project was revoked, and revoked license or other approved file, or license, and other approved file validity expires of, should since revoked, and revoked license, and other approved file or license, and other approved file validity expires of day up 30th within application change registration or in accordance with this Ordinance sixth chapter of provides handle cancellation registration. "Under article 14, the 31st to 35th, one paragraph is added as a second paragraph:" the natural person shareholders limited liability company after the death of its lawful successor inherit eligible, the company shall be registered in accordance with the provisions of the preceding paragraph apply. "XV and the addition of an article, as the 36th:" relates branch change for change of company's registered items shall be within 30th since the date of registration of the company to apply for a branch changes its registered. "16, the addition of an article, as the 41st article:" in accordance with the company law article 22nd registered with the company registration authority for the cancellation of the change, shall submit the following documents: "(a) the application signed by the legal representative of the company" (ii) the judgment of the Court. "17, add one, as the 42nd article:" dissolution of the company, according to law should be liquidated, the liquidation team shall be set up within 10th of the liquidation team members, the head of the liquidation group list to the company registration authority for the record. "Section 18, the 37th to 44th, one paragraph is added as the second paragraph:" State-owned companies to apply for deregistration, shall also submit the decision of the State-owned assets supervision and administration, where important State-owned companies designated by the State Council, shall also submit the approval documents of the people's Governments at the corresponding level.
    "Article 19, delete the 40th. 20, and will 42nd article to 48th article, in second paragraph in the increased a items as fourth items: "branch head served file and identity proved;" increased a paragraph, as third paragraph: "legal, and administrative regulations or State decided provides established branch must reported by approved, or branch business range in the belongs to legal, and administrative regulations or State decided provides in registration Qian must by approved of project of, also should submitted about approved file. "The addition of a paragraph, as a fourth paragraph:" branches of the company registration office to grant registration, issue a business license. Company shall, from the date of registration of branch in the 30th, the branch's business license to the company registration authority for the record.
    "21, an article shall be added, as the 51st:" apply for registration of companies, branches, the applicant may submit an application to the company registration authority, or by letter, telegram, telex, fax, electronic data interchange and e-mail form to apply. "By means of telegram, telex, fax, electronic data interchange and e-mail form to apply, shall provide the applicant contact information and mailing address.
    "22, the addition of an article, as the 52nd:" company registration authority respectively to make admissibility decisions should be based on the following circumstances: "(a) the application documents, materials complete, in compliance with the statutory form, as requested by the company registration authority or the applicant all corrections submitted application documents, materials, it shall decide to accept.
    "(Ii) the application documents, materials complete, in compliance with the statutory form, but considers the application documents and materials needed to verify the company registration authority shall decide to accept, at the same time inform the applicant in writing matters, as well as of the need to verify the time.
    "(C) the application documents, materials, there are errors that can be corrected on the spot, shall permit the applicant to be corrected on the spot, by the correct signature or seal of the applicant, indicate the correct date confirmed the application documents, materials complete, in compliance with the statutory form, it shall decide to accept.
    "(Four) application file, and material not complete or not meet statutory form of, should spot or in 5th within once told applicants need correction of all content; spot told Shi, should will application file, and material returned applicants; belongs to 5th within told of, should charged application file, and material and issued received application file, and material of credentials, late not told of, since received application file, and material of day up that for accepted.
    "(V) do not belong to the company registration areas or outside the jurisdiction of the authorities of the matter shall decide not to accept immediately and inform the applicant to apply to the relevant administrative body. "Company registration authority by letter, telegram, telex, fax, electronic data interchange and e-mail form to apply shall be the receipt of the application documents and materials within 5th of admissibility decisions. "23, and increased a article, as 53rd article:" except in accordance with this Ordinance 54th article first paragraph subsection (a) items made granted registration decided of outside, company registration organ decided be accepted of, should issued accepted notice; decided not accepted of, should issued not accepted notice, description not accepted of reason, and told applicants enjoys law application administrative reconsideration or filed administrative litigation of right.
    "24, the addition of an article, as the 54th:" company registration authorities to decide to accept the application for registration, each Party shall within the period specified in the decision whether or not to grant registration: "(a) the applicant to the company registration authority for an application to be admissible, it should be decided to grant registration on the spot.
    "(Ii) the applicant through correspondence submitted applications to be admissible shall be from the date of acceptance of the 15th in the decision to grant registration. "(Three) through Telegraph, and fax, and fax, and electronic data exchange and e-mail, way submitted application of, applicants should since received accepted notice of day up 15th within, submitted and telegraph, and fax, and fax, and electronic data exchange and e-mail, content consistent and meet statutory form of application file, and material original; applicants to company remarks remember organ submitted application file, and material original of, should spot made granted registration of decided; applicants through letters way submitted application file, and material original of,
    Shall be from the date of acceptance of the 15th in the decision to grant registration.
    "(D) since the issuance of the company registration authority within 60 days from the date of the notification of acceptance of, do not receive the original of the application documents, materials, or the application documents, materials original and accepted by the company registration authority the application documents and materials are not the same, it shall make a registration decision. "Company registration office need to be verified by the application documents and materials shall be from the date of acceptance of the decision whether or not to grant registration in the 15th. "25, and increased a article, as 55th article:" company registration organ made granted company name advance approved decided of, should issued Enterprise name advance approved notice; made granted company established registration decided of, should issued granted established registration notice, told applicants since decided of day up 10th within, received license; made granted company change registration decided of, should issued granted change registration notice, told applicants since decided of day up 10th within, renewal license
    ; To approve the cancellation of registration of the company decided, shall issue a notice of admission cancellation of registration, collection of business license. "Company registration authority decision on no name pre-approval, registration is made shall issue a registration of the business name a notification of refusal, the notification of refusal, explanation of reasons for not authorizing, registering, and inform the applicant of the right to apply for administrative reconsideration or bring an administrative lawsuit in accordance with law. "Under article 26, the 46th to 56th, the second paragraph is amended as:" receive the business license, set up payment of registration fees by 0.8 per thousand of the total registered capital registered capital over 10 million Yuan, the portion according to 0.4 ¡ë pay; registered capital over 100 million Yuan, the portion not paid. "Article 27, the 49th to 59th, and be amended as:" from March 1 to June 30 each year, annual inspection of the company the company registration authority. "Under article 28, the 54th to 64th, the third paragraph is amended as:" the company registration authority in accordance with law changes to registration, cancellation of registration, revocation of registration decisions, refusing to return or not return the business license of the company by the company registration office notice business license void. "Article 29, the 63rd to 73rd, one paragraph is added as the second paragraph:" the company is not in accordance with the provisions of this Ordinance relating to filing, handled by the company registration office ordered; fails to go through, a 30,000 yuan fine. "30, and will 64th article to 74th article, increased a paragraph as second paragraph:" company in for liquidation Shi, hidden property, on balance sheet or property listing for false records or in not settlement debt Qian distribution company property of, by company registration organ ordered corrected, on company sentenced hidden property or not settlement debt Qian distribution company property amount 5% above 10% following of fine; on directly is responsible for of competent personnel and other directly responsibility personnel sentenced 10,000 yuan above 100,000 yuan following of fine. "The addition of a paragraph, as paragraph:" in the course of liquidation of the company and the liquidation of the business activities carried out, be warned by the company registration office, confiscate the illegal income. "Article 31, the 65th to 75th, one paragraph is added as the second paragraph:" members of the liquidating Committee terms of reference of favoritism, seeking illegal income or seize property of the company, the company registration office ordered return of company property, confiscate the illegal income, and may impose a fine following the illegal gains more than 1 time 5 times times.
    "Article 32, removing the 66th.
    67th article 33, deleted.
    34, the addition of an article, as the 79th: "bear assets assessment, verification or validation of the provision of false information by the company registration authority to confiscate the illegal income, illegal proceeds more than 1 time 5 times less fine and can be ordered by the competent authorities according to law the Agency closed, revoked the qualifications of the persons directly responsible, revoke their business licenses. "The bear assets assessment, verification or validation provided there are major omissions in the report of the Agency as a result of negligence, the company registration office ordered corrective action and plot heavy, sentenced to between 1 time more than 5 times the proceeds of fines and can be ordered by the competent authorities according to law the Agency closed, revoked the qualifications of the persons directly responsible, revoke their business licenses.
    "35, delete article 71st. 36 and the addition of an article, as the 83rd "foreign companies in violation of the provisions of the companies Act, arbitrarily set up branches in China, the company registration office ordered corrective action or close, may be less than 50,000 yuan and 200,000 yuan in fines. "37, add one, as the 84th section:" on behalf of the company against the State security and social and public interests of serious violations, revoke their business licenses. "38, the addition of an article, as the 85th:" branch there are violations of the provisions of this chapter shall apply the provisions of this chapter. "39, add one, as the 86th said:" violation of the provisions of this regulation, constitutes a crime, criminal responsibility shall be investigated according to law.
    "40, delete article 74th. 41, the addition of an article, as the 88th section: "laws, administrative regulations or the State Council decided to set up a company must be reported to the approval, or the company's business scope of laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of the project by the State administration for industry and commerce in accordance with the laws, administrative regulations or the State Council decided to set up the registration front-list of administrative license and published.
    "In addition, made to order, and part of the text of the provisions corresponding adjustments and modifications.
    This decision shall enter into force on January 1, 2006.

    People's Republic of China governing the registration of Companies Ordinance be amended accordingly pursuant to this decision, republished.
    Attachment: People's Republic of China governing the registration of Companies Ordinance (amended 2005) (June 24, 1994, People's Republic of China promulgated by Decree the 156th, released on December 18, 2005 the State Council on changes of People's Republic of China governing the registration of Companies Ordinance decision Amendment) Chapter I General provisions article in order to affirm the qualifications of enterprise legal persons of companies, standardize the registration activities of companies, according to the People's Republic of China Act (hereinafter the Act), this Ordinance is enacted.
    Article limited liability companies and joint stock limited (hereinafter referred to as company) establish, change or terminate, shall be registered in accordance with these regulations for company.
    Apply for company registration, the applicant shall be responsible for the authenticity of the application documents, materials.
    Companies registered with the company registration authority in accordance with article III, received the business license, obtained status of enterprise legal persons.
    From the date of enforcement of this Act to establish a company registered with the company registration authority shall not engage in business activities in the name of the company.
    Fourth Administration for industry and commerce is the company registration authority.
    Subordinate company registration authority at a higher level under the leadership of the company registration office for company registration.
    The company registration authority shall perform their duties, free from unlawful interference.
    Fifth State administration for industry and commerce shall charge for company registration throughout the country.
    Second chapter registration jurisdiction sixth article National Business Administration General is responsible for following company of registration: (a) State State-owned assets supervision management institutions perform funded people duties of company and the company investment established and holds 50% above shares of company; (ii) foreign investment of company; (three) in accordance with legal, and administrative regulations or State decided of provides, should by national business administration general registration of company; (four) National Business Administration General provides should by its registration of other company. Seventh article province, and autonomous regions, and municipalities Business Administration Council is responsible for this area within following company of registration: (a) province, and autonomous regions, and municipalities Government state-owned assets supervision management institutions perform funded people duties of company and the company investment established and holds 50% above shares of company; (ii) province, and autonomous regions, and municipalities Business Administration Council provides by its registration of natural investment established of company; (three) in accordance with legal, and administrative regulations or State decided of provides, should by province, and autonomous regions, and
    Companies registered with the municipal industrial and commercial Administration Bureau; (d) the State administration for industry and Commerce authorized the registration of other companies.
    Eighth article set district of city (area) Business Administration Council, and County Business Administration Council, and municipalities of Business Administration Branch, and set district of City Business Administration Council of District Branch, is responsible for this area within following company of registration: (a) this Ordinance sixth article and seventh article by column company yiwai of other company; (ii) National Business Administration General and province, and autonomous regions, and municipalities Business Administration Council authorized registration of company. Provisions of the preceding paragraph by the registration authority of province, autonomous region, municipality directly under the administration of industry and commerce regulations.
    However, including limited by the area of the city (region) Administration for industry and commerce is responsible for the registration.
    Third chapter registration matters Nineth article company of registration matters including: (a) name; (ii) residence; (three) statutory representative people name; (four) registered capital; (five) real received capital; (six) company type; (seven) business range; (eight) business term; (nine) limited responsibility company shareholders or Corporation sponsors of name or name, and recognize paid and real paid of funded amount, and funded time, and funded way. Article tenth of the company's registered items shall conform to the provisions of laws and administrative regulations.
    Does not meet the provisions of laws and administrative regulations, company registration authorities is not registered. 11th company name should be in line with relevant regulations of the State. Companies can only use one name.
    By the company registration Office approved the registration of company names protected by law. 12th company's domicile is the company's principal place of business. The residence of companies registered with the company registration authority there can be only one.
    The domicile of the company shall, within the jurisdiction of the company registration authority.
    13th registered capital and paid-up capital of the company shall be expressed in Renminbi, except as otherwise provided in laws and administrative regulations. 14th shareholders ' contribution should be in conformity with the law provisions of 27th.
    Shareholders in money, kind, intellectual property, financing of property other than land, its registration by the State administration for industry and commerce in collaboration with the relevant departments under the State Council.
    Shareholders shall not labor, credit, the natural person's name, goodwill, franchises or creation of a security property, such as pricing, investment.
    15th company by company regulations, and shall be registered.
    Company terms should refer to national industrial classification standard.
    16th including limited liability companies and joint stock limited company type.
    One natural person indicated in the limited liability company shall be registered in the company-owned or corporate-owned, and set out in the company's business license.
    Fourth chapter establishment of registration article 17th company shall apply for name pre-approval.
    Laws, administrative regulations or the State Council decided to set up a company must be reported to the approval, or the company's business scope of laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of the project, should be submitted for approval before the company name pre-approval, and submitted to the approval of the company name approved by the company registration authority.
    18th the establishment of a limited liability company shall be designated by all the shareholders of the representative or jointly entrusted agent to the company registration authority for pre-approved name; establishment of the Corporation shall be designated by all the sponsors of the representative or jointly entrusted agent to the company registration authority for pre-approved names.
    Application for name pre-approval, shall submit the following documents: (a) the limited liability company shareholders or joint stock limited company application for name pre-approval signed by all promoters; (b) all shareholders or promoters of appointed representative or jointly entrusted agent certificate, (iii) other documents required by the provisions of the State administration for industry and commerce. 19th pre-approved company name retention period of 6 months.
    Pre-approval of the company name within the retention period, shall not be used to engage in business activities, shall not be transferable. 20th the establishment of a limited liability company shall be designated by all the shareholders of the representative or jointly entrusted agent registered with the company registration authority for the establishment. Establishment of State-owned companies should be handled by State or local governments authorized by the people's Governments at the corresponding level of State-owned assets supervision and administration bodies as applicants applying for establishment registration.
    Laws, administrative regulations or the State Council decided to set up a limited liability company must be reported to the approval shall, within 90 days from the date of approval to the company registration authority for registration who fails to apply for registration of establishment, the applicant shall be submitted to the approval authority confirms the effectiveness of the original file, or prior approval.
    Application established limited responsibility company, should to company registration organ submitted following file: (a) company statutory representative people signed of established registration applications; (ii) all shareholders specified representative or common delegate agent of proved; (three) company articles; (four) law established of inspection funding institutions issued of inspection funding proved, legal, and administrative regulations another has provides of except; (five) shareholders first funded is currency property of, should in company established registration Shi submitted has handle its property transfer procedures of proved file;
    (Six) shareholders of subject qualification proved or natural identity proved; (seven) contains Ming company director, and prison thing, and Manager of name, and residence of file and about delegate, and election or hired of proved; (eight) company statutory representative people served file and identity proved; (nine) Enterprise name advance approved notice; (ten) company residence proved; (11) National Business Administration General provides requirements submitted of other file.
    Shareholders in limited liability companies with foreign investment capital for the first time shall comply with the laws, administrative rules and regulations, the rest should be paid up within 2 years from the date of establishment of the company, in which investment companies can be paid within 5 years.
    Laws, administrative regulations or the State Council decided to set up a limited liability company must be reported to the approval shall also submit the relevant documents of ratification. Article 21st company limited, should be established by the Board of Directors to the company registration authority for registration.
    To raise the establishment of Corporation, founded shall, after the close of the General Assembly to the company registration office within 30th applying for establishment registration.
    Application established Corporation, should to company registration organ submitted following file: (a) company statutory representative people signed of established registration applications; (ii) Board specified representative or common delegate agent of proved; (three) company articles; (four) law established of inspection funding institutions issued of inspection funding proved; (five) sponsors first funded is currency property of, should in company established registration Shi submitted has handle its property transfer procedures of proved file;
    (Six) sponsors of subject qualification proved or natural identity proved; (seven) contains Ming company director, and prison thing, and manager name, and residence of file and about delegate, and election or hired of proved; (eight) company statutory representative people served file and identity proved; (nine) Enterprise name advance approved notice; (ten) company residence proved; (11) National Business Administration General provides requirements submitted of other file.
    To raise the establishment of Corporation, shall also submit the establishment meeting minutes; to raise the establishment of limited public offering of shares, should also be submitted to the approval of the securities regulatory authority under the State Council document.
    Laws, administrative regulations or the State Council decided to set up a limited liability company must be reported to the approval shall also submit the relevant documents of ratification.
    22nd companies to apply for registration in the scope of laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of the project, before applying for registration should be submitted to the approval of relevant State departments, and submitted to the company registration authority the relevant documents of ratification.
    23rd articles in violation of the law, administrative law, company registration authority has the right to require the company to make the appropriate changes.
    24th company domicile certificate refers to the ability to demonstrate their residence access files. 25th lawfully established firms, Enterprise license will be issued by the company registration authority. Date of issuance of the business license of the company for the company to set up dates.
    Companies relying on the business license issued by the company registration authority carved seals, open bank accounts, apply for tax registration.
    Fifth chapter change of registration article 26th the company changes its registered items, registration of alternation shall be applied to the original company registration authority.
    Without registration, the company shall not be allowed to change registration.
    27th company to apply for registration of change shall be submitted to the company registration authority the following documents: (a) the application for registration of change signed by the legal representative of the company, (ii) the resolution or decisions made pursuant to the Act, and (iii) other documents required by the provisions of the State administration for industry and commerce.
    Company changes its registered items related to amend the company's articles of Association, shall be submitted signed by the legal representative of the company's amended articles of or amendment to the Constitution of the company. Change registration in accordance with the laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of relevant approval documents shall be submitted to the company registration authority.
    28th company changes its name, you should change the resolution or decision from the date of application for registration of changes in the 30th.
    29th company changes its domicile, should apply for registration of change before moving into the new homes, new residential certificate and submit.
    Companies change domicile company registration authority area, before moving into the new homes should be relocated to the company registration authority for registration; moved to the company registration authority accepted by the original company registration authority will be transferred to the new company registration files the company registration authority.
    30th company change of legal representative, shall change the resolution or decision from the date of application for registration of changes in the 30th.
    31st company changes its registered capital shall submit the legally established verification certificate of capital verification certificate. Increase the registered capital of the company, a limited liability company shareholders contributing additional capital investment and IPO company's shareholders, each Party shall, in accordance with the company law of the establishment of a limited liability company subscribed and the establishment of the Corporation pay a share of the relevant provisions.
    Limited to public offering of new shares or non-public offering of new shares by listed companies to increase registered capital, should also be submitted to the approval of the securities regulatory authority under the State Council document.
    Statutory provident funds transferred to the registered capital of the company, capital verification certificate shall include the retention of the Provident Fund of not less than 25% of the registered capital of the company before the transfer.
    Reduction of the registered capital of the company shall be from the date of notice 45 days after the application for registration of changes, and should be submitted to the company in a newspaper announcement of reduction of registered capital of the company concerned identification and description of company's debt settlement or debt guarantees.
    After reduction of the company's registered capital shall not be less than the statutory minimum. The 32nd company which changes its paid-up capital, shall be submitted in accordance with established capital verification certificate of capital verification certificate, and shall be in accordance with the articles of incorporation set forth the contribution of time, investment capital contributions.
    The company shall pay the contribution or shares from the date of application for registration of changes in the 30th.
    Article 33rd changed its scope of business of the company shall change the resolution or decision from the date of application for registration of changes in the 30th; change covering the operation of laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of the project, from the approval of the relevant departments of the State from the date of application for registration of changes in the 30th.
    Company of business range in the belongs to legal, and administrative regulations or State decided provides must by approved of project was revoked, and revoked license or other approved file, or license, and other approved file validity expires of, should since revoked, and revoked license, and other approved file or license, and other approved file validity expires of day up 30th within application change registration or in accordance with this Ordinance sixth chapter of provides handle cancellation registration.
    34th company which changes its type, should be set up in accordance with the type of company that intends to change the conditions, to the company registration authority within the period specified in the application for registration of changes, and submit the relevant documents.
    35th shareholders to transfer their ownership of a limited liability company shall transfer of shares from the date of application for registration of changes in the 30th, and should be submitted to the new subject qualifications of the shareholders or identity certificates of natural persons.
    Natural person shareholders limited liability company after the death of its lawful successor inherit eligible, the company shall be registered in accordance with the provisions of the preceding paragraph apply.
    Shareholders of the limited liability company or limited company sponsors changing names or names, you should change name and the date of application for registration of changes in the 30th.
    Article 36th relates branch change for change of company's registered items shall be within 30th since the date of registration of the company to apply for a branch changes its registered.
    37th registration of modifications not covered in the articles, the company modified the company should be regulation or the articles of amendment to the original company registration authority for the record.
    Article 38th of the company directors, supervisors, managers, changes shall be made to the original company registration authority for the record.
    39th surviving company due to merger, Division, change of registered particulars, shall apply for registration of change because of the merger, Division, dissolution of the company, shall apply for cancellation of registration of new company due to merger, Division, should be applying for establishment registration. Merger or Division of the company, shall from the date of notice 45 days after the application for registration, submit merger agreement and merger and Division of resolutions or decisions, as well as the company in a newspaper merger, Division notice of the certifications and description of debt settlement or debt guarantees.
    Laws, administrative regulations or the State Council decided that the company merger or Division must be reported to the approval shall also submit the relevant documents of ratification.
    40th changes its registered items relating to the business license matters set forth, the company registration authority shall issue a license.
    41st company in accordance with the company law article 22nd registered with the company registration authority for the cancellation of the change, shall submit the following documents: (a) the application signed by the legal representative of the company, (ii) the judgment of the Court.
    Chapter Sixth cancellation of registration article 42nd dissolution according to law should be liquidated, the liquidation team shall be set up within 10th of the liquidation team members, the head of the liquidation group list to the company registration authority for the record.
    43rd article has following case one of of, company liquidation group should since company liquidation end of day up 30th within to original company registration organ application cancellation registration: (a) company was law declared bankruptcy; (ii) company articles provides of business term expires or company articles provides of other dissolved causes appeared, but company through modified company articles and acquired of except; (three) shareholders will, and shareholders Assembly resolution dissolved or a people limited responsibility company of shareholders, and foreign investment of company Board resolution dissolved;
    (D) the business license has been revoked, is ordered to close or is revoked in accordance with law; (e) the Court be disbanded; (vi) dissolution of the provisions of other laws and administrative regulations. 44th article company application cancellation registration, should submitted following file: (a) company liquidation group head signed of cancellation registration applications; (ii) Court of bankruptcy ruled, and dissolved referee instruments, company in accordance with company law made of resolution or decided, administrative organ ordered close or company was revoked of file; (three) shareholders will, and shareholders Assembly, and a people limited responsibility company of shareholders, and foreign investment of company board or court, and company approved organ record, and confirmed of liquidation report; (four)
    Business license of enterprise legal person; (e) laws and administrative rules and regulations shall be submitted to the other file.
    State-owned companies to apply for deregistration, shall also submit the decision of the State-owned assets supervision and administration, where important State-owned companies designated by the State Council, shall also submit the approval documents of the people's Governments at the corresponding level.
    The company apply for cancellation of the registration of a branch, should also be submitted to the branch deregistration certificates.
    The 45th by the company registration authority to cancel the registration, the company terminated. Seventh chapter registration 46th branch a branch refers to the company established outside their home institutions engaging in business activities.
    Which do not have the status of enterprise legal persons.
    47th branch registration includes: name, place of business, in charge and business scope.
    Name for the branch Corporation shall comply with the relevant provisions of the State.
    Scope of operation shall not exceed the scope of business of the branch.
    48th company establishes a branch, shall from the date of decision of the branch is located in the 30th company registration authority for registration laws, administrative regulations or the State Council decided that must be reported to the relevant authorities, shall from the date of approval in the 30th to the company registration authority for registration.
    Established branch, should to company registration organ submitted following file: (a) company statutory representative people signed of established branch of registration applications; (ii) company articles and stamped company seal of enterprise corporate license copies; (three) business places using proved; (four) branch head served file and identity proved; (five) National Business Administration General provides requirements submitted of other file.
    Laws, administrative regulations or the State Council decided to set up a branch office must be reported to the approval, or branch in the scope of laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of the project, shall also submit the relevant documents of ratification. Branches of the company registration office to grant registration, issue a business license.
    Company shall, from the date of registration of branch in the 30th, the branch's business license to the company registration authority for the record.
    49th a branch changes its registered items shall be registered with the company registration authority for change. Application for registration of changes, shall submit an application for registration of change signed by the legal representative of the company. Change name, scope, and stamped with the seal of the company shall be submitted to the business entity business license copy, branch in the scope of laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of the project, shall also submit the relevant documents of ratification. Change of business premises, shall submit a new business site certificate.
    Change heads shall be submitted to the appointment and removal of files, as well as the identity of the company.
    Company registration authority granted registration, issue a business license. 50th branch is revoked, is ordered to close down in accordance with law, revoked the business license of the company, the company shall within 30th since the date of the decision to the company registration authority for the cancellation of registration of the branch. Application for cancellation of registration should be submitted signed by the legal representative of the company application for deregistration and the branch's business license.
    Company registration authority granted after deregistration, shall take over the branch's business license.
    The eighth chapter 51st registration procedures apply for registration of companies, branches, the applicant may submit an application to the company registration authority, or by letter, telegram, telex, fax, electronic data interchange and e-mail form to apply.
    By telegram, telex, fax, electronic data interchange and e-mail form to apply, shall provide the applicant contact information and mailing address.
    52nd company registration authority respectively to make admissibility decisions should be based on the following circumstances: (a) the application documents, materials complete, in compliance with the statutory form, as requested by the company registration authority or the applicant all corrections submitted application documents, materials, it shall decide to accept.
    (B) the application documents, materials complete, in compliance with the statutory form, but considers the application documents and materials needed to verify the company registration authority shall decide to accept, at the same time inform the applicant in writing matters, as well as of the need to verify the time.
    (C) the application documents, materials, there are errors that can be corrected on the spot, shall permit the applicant to be corrected on the spot, by the correct signature or seal of the applicant, indicate the correct date confirmed the application documents, materials complete, in compliance with the statutory form, it shall decide to accept.
    (Four) application file, and material not complete or not meet statutory form of, should spot or in 5th within once told applicants need correction of all content; spot told Shi, should will application file, and material returned applicants; belongs to 5th within told of, should charged application file, and material and issued received application file, and material of credentials, late not told of, since received application file, and material of day up that for accepted.
    (V) do not belong to the company registration areas or outside the jurisdiction of the authorities of the matter shall decide not to accept immediately and inform the applicant to apply to the relevant administrative body.
    The company registration office by letter, telegram, telex, fax, electronic data interchange and e-mail form to apply shall be the receipt of the application documents and materials within 5th of admissibility decisions.
    53rd, inter alia, in accordance with the first paragraph of section 54th (a) outside the decision to grant registration, company registration authorities decide to accept, shall issue a notification of acceptance; decision inadmissible, shall issue a rejection notice, explanation of reasons for inadmissibility, and inform the applicant of the right to apply for administrative reconsideration or bring an administrative lawsuit in accordance with law.
    54th company registration authorities to decide to accept the application for registration, each Party shall within the period specified in the decision whether or not to grant registration: (a) the applicant to the company registration authority for an application to be admissible, it should be decided to grant registration on the spot.
    (B) the applicant through correspondence submitted applications to be admissible shall be from the date of acceptance of the 15th in the decision to grant registration. (Three) through Telegraph, and fax, and fax, and electronic data exchange and e-mail, way submitted application of, applicants should since received accepted notice of day up 15th within, submitted and telegraph, and fax, and fax, and electronic data exchange and e-mail, content consistent and meet statutory form of application file, and material original; applicants to company registration organ submitted application file, and material original of, should spot made granted registration of decided; applicants through letters way submitted application file, and material original of,
    Shall be from the date of acceptance of the 15th in the decision to grant registration.
    (D) since the issuance of the company registration authority within 60 days from the date of the notification of acceptance of, do not receive the original of the application documents, materials, or the application documents, materials original and accepted by the company registration authority the application documents and materials are not the same, it shall make a registration decision.
    Company registration office need to be verified by the application documents and materials shall be from the date of acceptance of the decision whether or not to grant registration in the 15th. 55th article company registration organ made granted company name advance approved decided of, should issued Enterprise name advance approved notice; made granted company established registration decided of, should issued granted established registration notice, told applicants since decided of day up 10th within, received license; made granted company change registration decided of, should issued granted change registration notice, told applicants since decided of day up 10th within, renewal license; made granted company cancellation registration decided of,
    Granted shall issue a notice of cancellation of registration, collection of business license.
    Company registration authority decision on no name pre-approval, registration is made shall issue a registration of the business name a notification of refusal, the notification of refusal, explanation of reasons for not authorizing, registering, and inform the applicant of the right to apply for administrative reconsideration or bring an administrative lawsuit in accordance with law.
    The 56th company conducts registration of establishment, change of registration shall pay the registration fee to the company registration authority in accordance with regulations.
    Receive the business license, set up payment of registration fees by 0.8 per thousand of the total registered capital registered capital over 10 million Yuan, the portion according to 0.4 ¡ë pay; registered capital over 100 million Yuan, the portion not paid.
    Receiving a business license, registration fee is 300 yuan.
    Change registration, registration fee is 100 Yuan.
    57th company registered with the company registration authority shall on the registered particulars recorded in the register of companies, for the public to read and copy.
    Article 58th revoking the business license and the announcement of the license issued by the company registration authority.
    Nineth annual survey article 59th from March 1 to June 30 each year, annual inspection of the company the company registration authority.
    60th company shall in accordance with the requirements of the company registration office, within the time prescribed in the annual inspection, and submit annual reports and annual balance sheet and profit and loss statement, copy of the business license.
    Establishment of branch companies in its annual inspection of materials, should clearly reflect the branch's situation, and submit a copy of the business license.
    61st company registration authority shall, according to the company's annual test materials, to review the situation and company registration matters. 62nd company shall pay the annual examination fee to the company registration authority.
    Annual inspection fees for 50 Yuan.
    63rd and archives management of certificates of the tenth chapter of the business license, and includes an original and a copy of the business license, copy of the original and has the same legal effect.
    Of the business license of the original or a business license should be placed in the company's domicile or branch premises prominently.
    Companies based on business needs to the copy of the company registration authority for the issuance of business license number.
    The 64th article of any unit and individual shall forge, alter, rent, lend, transfer of business licenses.
    Business license is lost or damaged, the company should the company registration office designated press statement void apply for a replacement.
    Company registration authority in accordance with law changes to registration, cancellation of registration, revocation of registration decisions, refusing to return or not return the business license of the company by the company registration office notice business license void.
    65th company registration authority on the need to identify the business license, you can temporarily detained, the time limit of detention may not exceed 10 days.
    Borrowing, copying, carrying and duplicating the 66th company registration records should be in accordance with the limits of authority and procedures.
    No unit or individual shall not modify, defaced, tagging, damaged company registration files.
    67th business license original and duplicate styles, as well as company-related key document format or form for registration by the State administration for industry and Commerce formulate uniform.
    68th 11th chapter legal responsibility false registered capital, a company registered by the company registration office ordered corrective action, false registered capital amounts to 5% up to 15% the penalty in serious cases, revocation of registration or revoke its business license.
    69th submitted false materials or other fraudulent means to hide important facts, a company registered by the company registration office ordered corrective action and fined 50,000 yuan and 500,000 yuan fine in serious cases, revocation of registration or revoke its business license.
    70th to sponsors, shareholders false funded, is not delivered or not delivered as capital of monetary or non-monetary assets, the company registration office ordered corrective action and imposed false funded amount of fine of up to 15% the 5%.
    71st promoter or shareholder in the company after the establishment of the company, flight of capital contribution, the company registration office ordered corrective action and sentenced to between 15% 5% over the flight of capital contribution amount of fines.
    72nd without valid reason for more than 6 months after the establishment of the company was not opened, or ceases for more than 6 months in a row after opening can be revoked by the company registration authority. 73rd change company registration matters, in accordance with the provisions of this Ordinance relating to change of registration, registered by the company registration office ordered; fails to register is punishable by fines of less than 10,000 yuan and 100,000 yuan.
    Among them, the changes covering the operation of laws, administrative regulations or the State Council decided that subject to the approval of projects without approval, arbitrarily engaged in related business activities, if the circumstances are serious, revoke their business licenses.
    Company in accordance with the provisions of this Ordinance relating to filing, handled by the company registration office ordered; fails to go through, a 30,000 yuan fine.
    The 74th company merger, Division and reduce the registered capital or liquidation, in accordance with the provisions of notifying creditors through notice or public announcement, the company registration office ordered corrective action and fined 10,000 yuan and 100,000 yuan fine.
    Company in for liquidation Shi, hidden property, on balance sheet or property listing for false records or in not settlement debt Qian distribution company property of, by company registration organ ordered corrected, on company sentenced hidden property or not settlement debt Qian distribution company property amount 5% above 10% following of fine; on directly is responsible for of competent personnel and other directly responsibility personnel sentenced 10,000 yuan above 100,000 yuan following of fine.
    In the course of liquidation of the company and the liquidation of the business activities carried out, be warned by the company registration office, confiscate the illegal income.
    75th liquidation group not liquidation report submitted to the company registration authority in accordance with regulations, or liquidation report hiding important facts or significant omissions, the company registration office ordered corrective action.
    Members of the liquidating Committee terms of reference of the favoritism, seeking illegal income or seize property of the company, the company registration office ordered return of company property, confiscate the illegal income, and may impose a fine following the illegal gains more than 1 time 5 times times. 76th company is not subject to annual testing pursuant to the provisions of section, the company registered more than 10,000 yuan authorities imposed a fine of 100,000 yuan fine, and deadlines for annual inspection late is not subject to annual inspection, revoke their business licenses.
    Annual inspection of concealing facts, fraud, the company registered more than 10,000 yuan authorities imposed a fine of up to 50,000 yuan fine, and rectify serious cases, revoke their business licenses.
    77th forge, alter, lease, lend, transfer of business licenses, the company registered more than 10,000 yuan authorities imposed a fine of 100,000 yuan fine; the circumstances are serious, revoke their business licenses.
    78th license at the residence or place of business is not prominently, by the company registration office ordered corrective action; it refuses, and fined 1000 Yuan more than 5000 Yuan fine.
    79th bear assets assessment, verification or validation of the provision of false information by the company registration authority to confiscate the illegal income, illegal proceeds more than 1 time 5 times less fine and can be ordered by the competent authorities according to law the Agency closed, revoked the qualifications of the persons directly responsible, revoke their business licenses.
    Bear assets assessment, verification or validation provided there are major omissions in the report of the Agency as a result of negligence, the company registration office ordered corrective action and plot heavy, sentenced to between 1 time more than 5 times the proceeds of fines and can be ordered by the competent authorities according to law the Agency closed, revoked the qualifications of the persons directly responsible, revoke their business licenses.
    80th was not legally registered as a limited liability company, or Corporation, and used on behalf of the limited liability company or joint stock, or have not been registered as a limited liability company or a joint stock limited company branch, and fraudulent use of a limited liability company or Corporation on behalf of the branch, the company registration office ordered corrective action or be banned and may be fined not more than 100,000 yuan.
    81st company registration authority does not meet the requirements of the registration be registered or the registration application is not registered to meet the required conditions, managers directly responsible and other persons directly responsible shall be given administrative sanctions.
    82nd company registration office of the higher authorities forced the company registration authority does not meet the requirements of registration applications for registration, or to meet the required conditions of registration applications for registration, or to shield illegal registration, directly responsible and other persons directly responsible shall be given administrative sanctions.
    83rd foreign companies in violation of the provisions of the companies Act, arbitrarily set up branches in China, the company registration office ordered corrective action or close, may be less than 50,000 yuan and 200,000 yuan in fines.
    84th on behalf of the company against the State security and social and public interests of serious violations, revoke their business licenses.
    85th company violations of the provisions of this chapter shall apply the provisions of this chapter.
    86th article violates the provisions of this Ordinance as to constitute a crime, criminal responsibility shall be investigated according to law. 12th chapter supplementary articles article 87th foreign investment company registration of the application of this Ordinance.
    Relevant laws on the registration of enterprises with foreign investment as otherwise provided, apply its provisions.
    88th laws, administrative regulations or the State Council decided to set up a company must be reported to the approval or the company's business scope of laws, administrative regulations or the State Council decided that the pre-registration subject to the approval of the project by the State administration for industry and commerce in accordance with the laws, administrative regulations or the State Council decided to set up the registration front-list of administrative license and published.
              89th these regulations come into force on July 1, 1994.

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