People's Republic Of China Regulations On Registration Regulations 2014 (Revised)

Original Language Title: 中华人民共和国企业法人登记管理条例施行细则(2014年修正本)

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now

Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201503/20150300398637.shtml

People's Republic of China regulations on registration regulations 2014 (revised)  (November 3, 1988 released 1th of December 25, 1996 66th SAIC SAIC the first amendment on December 1, 2000, commerce made 96th second revised December 12, 2011, the State administration for industry and commerce, the 58th, released by the State administration for industry and commerce in accordance with People's Republic of China administrative enforcement law amending the relevant regulations of the third revision of decision According to February 20, 2014 National Business Administration General makes 63rd, announced, since March 1, 2014 up purposes of national business administration General on modified straddling People's Republic of China corporate registration Management Ordinance purposes rules, and straddling foreign investment partnership enterprise registration management provides, and straddling personal owned enterprise registration management approach, and straddling individual industrial and commercial households registration management approach, regulations of decided fourth times Amendment) first article according to People's Republic of China corporate registration Management Ordinance

    (Hereinafter referred to as the regulations), these regulations have been formulated.

    Scope of registration

    Meet the corporate requirements of article-owned enterprises and collectively-owned enterprises, joint enterprises, foreign-funded enterprises set up in China (including Sino-foreign joint ventures, Chinese-foreign contractual joint ventures, foreign-funded enterprises) and other business enterprises shall, on the relevant provisions of the national laws and regulations and these rules, apply for registration.

    Article III implementation of enterprise management, the State no longer allocate funds of institutions engaged in business activities of science and technology and social groups, meet the corporate requirements shall apply for registration.

Section fourth corporate conditions do not have the following companies and business units, shall apply for business registration:

(A) joint ventures;

(B) If a branch belongs;

(C) foreign-invested enterprises to set up branches;

    (D) operational activities of other units.

    Article fifth foreign-funded enterprises established agencies should apply for registration.

    Sixth of provinces, autonomous regions and municipalities shall be registered provided corporate and business unit, in accordance with the relevant provisions of the Ordinance and these rules, apply for registration.

    Registration authorities Seventh Administration for industry and commerce is the registration and business registration authorities.

The registration authority shall independently exercise their powers graded registration principles.

The registration of foreign-invested enterprises, State administration for industry and commerce administration and authorized registration management principles.

    By the competent registration authority has the right to correct a subordinate registration authority does not comply with national laws, regulations and policy decisions.

Article eighth of the State administration for industry and commerce is responsible for Administration of registration of enterprises:

(A) the State Council approved the establishment of the centralized management of Department for examination and approval by the State Council or industry sectors and community groups to set up national companies and large enterprises of science and technology;

(B) approved the establishment of the State Council or the departments authorized by the State Council examined and approved the establishment of large enterprise groups;

    (C) the Department authorized by the State Council for examination and approval by the departments under the State Council to establish import and export business, Labor export businesses or foreign engineering contracting companies.

Nineth of provinces, autonomous regions and municipalities directly under the administration of industry and commerce is responsible for Administration of registration of enterprises:

(A) approve the establishment of provinces, autonomous regions and municipalities of the centralized management of Department for examination and approval by the respective Government or industry sector, as well as social bodies to establish the companies and enterprises of science and technology;

(Ii) approve the establishment of provinces, autonomous regions and municipalities of the approval or a Government authorized departments to set up enterprise groups;

(C) the provinces, autonomous regions and municipalities directly under the people's Government departments for examination and approval by the respective Government departments engaged in import and export business, Labor export businesses or foreign engineering contracting companies;

    (D) Administration for industry and commerce in accordance with the relevant provisions of the State nuclear company or branch office.

    Tenth of municipal, County and district (of cities above the county level, the same below) Administration for industry and commerce is responsible for the eighth and Nineth registration of other enterprises of the enterprises listed.

11th place authorized by the State administration for industry and Commerce administrative Bureau for industry and commerce is responsible for Administration of registration of enterprises with foreign investment:

(A) provinces, autonomous regions and municipalities or foreign-invested enterprises approved by the Government authorities, authorized by the State administration for industry and Commerce of the province, autonomous region, municipality directly under the administration of industry and commerce registration management;

    (B) municipal people's Government, or foreign-invested enterprises approved by the Government authorities, authorized by the State administration for industry and Commerce of the city administration of industry and commerce registration and management.

    12th the State administration for industry and Commerce and the provincial, autonomous region, municipality directly under the administration of industry and commerce shall be approved and registered by the enterprise's information, copied to the enterprise of the city or County, the District Administration for industry and commerce.

    13th competent registration authorities at all levels can use register archives, statistical data and related information on the basis of registration, to organs, enterprises, institutions, social organizations and other units and individuals to provide various forms of consulting services.

    Conditions for registration

14th applying for registration, subject to the following conditions (foreign invested enterprises):

(A) meet the required name and articles of Association;

(B) authorized by the State all property property or businesses in the management of the enterprise, and the ability to independently assume civil liability with the property;

(C) commensurate with the scale of production and operation management agencies, financial institutions, labor organizations, and other bodies or regulations must be established by law;

(D) where necessary and commensurate with the scope of the business premises and facilities;

(E) fitting in with the production scale and business practitioners, including full-time officers shall not be less than 8 people;

(Vi) have a sound accounting system, to carry out independent, self-financing, independent preparation of the balance sheet or a balance sheet;

(G) up to the required level and commensurate with the scope of the registered capital, the State enterprises registered capital amount according to the provisions of specific regulations;

(VIII) is consistent with the scope of the provisions of national laws, regulations and policies;

    (IX) other conditions stipulated by laws and regulations.

15th foreign-invested enterprise applies for registration, subject to the following conditions:

(A) matches the specified name;

(B) approving authority approval of contract and articles of Association;

(C) have a fixed place of business and necessary facilities and practitioners;

(D) the registered capital in line with national requirements;

(E) is consistent with the scope of the provisions of national laws, regulations and policies;

    (Vi) have a sound accounting system, to carry out independent, self-financing, independent preparation of the balance sheet or a balance sheet.

16th to apply for business registration, subject to the following conditions:

(A) matches the specified name;

(B) a fixed place of business and facilities;

(C) heads and the corresponding management institutions;

(D) the required financial and operating activities in China;

(E) meet the required operating range;

(F) appropriate financial accounting system.

Does not have the conditions of corporate affiliates, and there should be a signed agreement.

    Establishment of foreign invested enterprises engaged in business activities of branches should be introduced for non-independent.

17th foreign-invested enterprises to set up offices to apply for registration, subject to the following conditions:

(A) matches the specified name;

(B) have a fixed place of business and the person responsible.

    Foreign-funded enterprises to set up offices shall not be directly involved in business activities.

18th Statute of the legal person shall be consistent with national laws, regulations and policy provisions, and set forth the following:

(A) purpose;

(B) name and address;

(C) economic in nature;

(D) the registered capital amount and origin;

(E) business scope and mode of operation;

(F) Organization and its terms of reference;

(G) the procedures and terms of reference of the legal representative;

(H) the financial management system and the forms of profit distribution;

(I) the employment system;

(10) Regulations amend;

(11) to end the procedure;

(12) other matters.

Associates or dealing with regulations should also be stated that:

(A) the joint contribution of the parties, the amount and duration of investment;

(B) the uniting of the various rights and obligations of members;

(C) participation in and out of the conditions and procedures;

(D) Organization and management of production, forms, terms of reference and decision-making procedures;

(E) the main heads of terms.

    JV contract and articles of Association of enterprises with foreign investment in accordance with the People's Republic of China Law on Sino-foreign joint ventures and the People's Republic of China Chinese-foreign contractual joint ventures and the People's Republic of China related provisions of the law on foreign-funded enterprises.

    Registered items

19th the main issues a legal person registered in accordance with the Ordinance section Nineth regulations.

    Operating the main issues are: name, address, person in charge and business scope, mode of operation, economic characteristics, affiliations, funding.

    Article 20th foreign-funded enterprises registered the main issues are: names, addresses, business scope, total investment, registered capital, type of business, legal representative, duration of service, branch, limited liability company or share the names of the sponsors or the name.

    21st registration of branches of foreign-invested enterprises to set up the main issues are: name, business premises, person in charge and business scope, under the enterprise.

    22nd registered foreign-funded enterprises to set up offices in major issues are: name, address, person in charge and business scope, duration, attached to the enterprise.

    23rd Enterprise name shall conform to the relevant State laws and regulations and the provisions of the registration authority.

    Article 24th residence, address, locations by city, County, (town) and street number address details registered. 25th article approved and registered by the competent registration authority on behalf of enterprises the main responsible person acting, is the legal representative of the enterprise.

Legal representative is to represent the Corporation exercises its powers according to the regulations of the signatory.
The legal representative of the enterprise must be a person with full civil capacity and shall comply with the provisions of the national laws, regulations and policies.

    Article 26th registration authority submitted in accordance with the applicant's documents and regulations reflected in the forms of property ownership, funding, distribution, approval of enterprises and business units of an economic nature. Approved for ownership by the nature of the economy, and ownership.

    Joint venture combined the economic nature of the parties to be given, and marked "associates".

    27th type of foreign-invested enterprises approved for Sino-foreign joint ventures, Sino-foreign joint ventures and wholly foreign-owned business. 28th the competent registration authority according to the applicant's application and the conditions, in accordance with national laws, regulations and policies and the standardization requirements, approved business scope and mode of operation.

    Enterprises must, in accordance with the registration authority approved and registered scope of business engaged in business activities and operations. Article 29th registered capital amount is the corporate management of the property or an enterprise as a property of all currencies.

Unless otherwise provided by the State, the registered capital of the Enterprise shall be consistent with real money.

    If a register of sources of funding include the financial sector or of establishing a corporate funding and investment.

30th foreign-invested enterprises registered capital of foreign-invested enterprises registered with the registration authority capital total subscribed capital investors.

    Share of total investment and registered capital shall comply with relevant regulations of the State. 31st operating period is joint venture enterprises, enterprises with foreign investment regulations, agreement or contract determining the operating time.

    Operating period of registration date of registration approved by the competent authority.

    Registration

Articles 32nd to apply for registration, shall be governed by section 15th of the regulations (a) to (g) submission of documents and certificates.

Articles should be approved by the competent departments for examination and approval.

Funds credit proved to be financial sector documents to prove enterprise owned by the funds.

Verification proves to be certified public accountants or auditing firms and other institutions with capital verification qualification certificate of authenticity of the money file. Companies serving mainly responsible for the identification, including file and photo resume.

    Resume by the head of employee relations unit or issued by the Township and community.

Article 33rd foreign-invested enterprise applies for the registration should submit the following documents and certificates:

(A) application for registration signed by the Chairman of the foreign-invested enterprises;

(B) the contract, articles of association as well as the approving authority of the approval documents and approval certificates;

(C) the approval document of the concerned project proposal or feasibility study report;

(D) the investor's legal business opening certificate;

(E) the credit certificate of the investor;

(F) list of Board of Directors and Board members ' names, addresses, files and Office documents and proof of identity of the legal representative;

    (G) other relevant documents and certificates.

34th to apply for business registration, depending on the circumstances, submit the following documents and certificates:

(A) the application for registration;

(B) proof of operating funds;

(C) representation of the owner of the file;

(D) premises used;

    (V) other relevant documents and certificates.

35th foreign-invested enterprises apply to set up branches or agencies, shall submit the following documents and certificates:

(A) attached to the application for registration signed by the Chairman;

(B) notification of the original competent registration authority;

(C) under the resolutions of the Board of Directors;

(D) the licensed copy of the enterprise;

(E) the appointment of the head of;

(F) other relevant documents and certificates.

    Laws, regulations, and the State administration for industry and commerce regulations to set up branches or offices subject to approval, should be submitted for approval document.

36th registration authority should be submitted by the applicant files, documents, applications for registration, registration and other relevant documents have been reviewed, approved respectively after the issuance of the following licenses:

(A) to meet the corporate requirements of the enterprise, issued by the business license;

(B) for failure to meet the corporate requirements, but the operating conditions of the enterprise and business unit, issuance of the business license;

(C) for foreign-invested enterprises to set up offices, business registration certificate issued by the foreign investment enterprises.

    The registration authority shall be fixed for each registered, be indicated on the certificate issued and recorded in the registration files. 37th registration issued by the competent authorities of the business license of the enterprise legal person qualifications and credentials to legally operate. A business license issued by the competent registration authority is the right to the legal code of the business certificate.

Seal of the credentials of the business license of the code of the business can be engraved, open bank accounts, production and operation activities carried out within the approved scope of business. Registration issued by the competent authority of the foreign investment enterprise registration certificate of business are foreign-invested enterprises to set up offices in the business activities of legitimate credentials.

    Office Office registration certificate credentials for foreign-invested enterprises, and engraved seals, open a bank account, engage in business activities.

    Change of registration

38th article 17th of an enterprise as legal person in accordance with the Ordinance, when the application for registration of changes, should submit the following documents and certificates:

(A) the application for registration of change signed by the legal representative;

(B) file of the original approval authority;

    (C) other relevant documents and certificates.

39th an enterprise as real money compared with the original amount of registered capital increase or reduction exceeds 20%, should hold the funds to credit or capital verification certificate, apply to the competent registration organ for change registration.

    The registration authority at the time of application for approval of enterprise reduce its registered capital, should re-examine the scope and mode of operation. 40th corporate offsite (across the original competent registration authority jurisdiction) introduce or withdraw branch, shall apply to the competent registration organ for change registration.

After it has been approved, the branch is located applies for registration or to cancel the registration of the registration authorities.

    If a branch to start a business in a foreign country or additional, should be made to the competent registration authorities for the record.

    Enterprises retained article 41st Division or merger shall apply for registration of change new enterprise because of separation or merger shall apply for registration; after the merger and termination of the Enterprise shall apply for cancellation of registration. 42nd enterprise migrations (cross-jurisdiction of the original competent registration authority), shall apply to the competent registration authorities complete removal formalities; original competent registration authority according to the views of the local registration authorities agreed to move into the new premises, withdraw the business license revoked registration number, open migration proved, and seat of the new enterprise file transfer enterprise registration authority.

    Enterprise Migration certificates and related approval documents, to the new seat of the competent registration organ for change registration, receive the business license. 43rd competent Department of an enterprise as legal person changes, involving mainly the registration of, respectively, the related documents to apply for change, business, cancellation of registration.

    Does not involve main registration changes, Enterprise legal person shall have the authority to change the relevant documents, to the competent registration authorities for the record in a timely manner. 44th foreign-invested enterprises change registered items shall apply for registration of change.

When the application for registration of changes, should submit the following documents and certificates:

(A) the application for registration of change signed by the Chairman of;

(B) resolution of the Board;

(C) shareholders, registered capital, business scope, operating period shall be submitted to the original examination and approval authority files.

Laws, regulations, and the State administration for industry and commerce regulations to set up branches or offices subject to approval, the approval documents to be submitted to the original examination and approval organ.

Foreign investment enterprise change residence, also should submitted residence using proved; increased registered capital involved change original contract of, also should submitted added agreement; change enterprise type, also should submitted modified contract, and articles of added agreement; change statutory representative people, also should submitted delegate party of delegate proved and was delegate personnel of identity proved; transfer equity, also should submitted transfer contract and modified original contract, and articles of added agreement, and by let party of legal opened proved and funding letter proved.

    Foreign-invested enterprises Board of Directors changes, should be made to the competent registration authorities for the record. Article 45th operating unit change the main business registration matters, should apply for registration of change.

    Change of registration procedures and shall submit the documents and certificates, light of the relevant provisions of enterprise alteration registration. Article 46th foreign-funded enterprises to set up branches and offices change registration shall apply for registration of change.

    Change of registration procedures and shall submit the documents and certificates, reference to registration of enterprises with foreign investment-related provisions.

    47th registration authority shall apply for registration of change of submitting relevant documents and certificates are available in the 30th after make a Reregistration decision to or not to grant approval for registration of change.

    Cancellation of registration

48th article 20th of an enterprise as legal person in accordance with the regulations, apply for cancellation of registration, should submit the following documents and certificates:

(A) the application for deregistration signed by legal representative;

(B) file of the original approval authority;

    (C) issued by the competent authorities or clearing organization is responsible for cleaning up creditor's rights and liabilities of files proved the end of or dealing with the debt.

Enterprises with foreign investment of 49th article be since the expiration date terminates its business operations or the date, certificate automatic expiration date, the original approval authority within three months from the date of termination of the contract, an application to the competent registration authority to cancel the registration, and submit the following documents and certificates:

(A) application for cancellation of registration signed by the Chairman;

(B) resolution of the Board;

(C) the end of clearing debts report or liquidation organization to clean up the files of the credit and debt;

(Iv) clearance certificate issued by the tax authority or customs.

Laws and regulations must be approved by the original approval authority, the approval documents should also be submitted to the original examination and approval organ.

    Cannot submit the resolutions of the Board and otherwise provided by States for write-off of foreign-funded enterprises, according to the relevant State provisions. 50th termination of activities of business units, shall apply for cancellation of registration.
Cancellation of registration procedures and shall submit the documents and certificates, reference to enterprise to cancel the registration of the relevant provisions.

    51st revocation of its branches and offices of foreign invested enterprises shall apply for cancellation of registration, and submit the following documents and certificates:

(A) attached to the application for cancellation of registration signed by the Chairman;

    (B) attached to the resolution of the Board of Directors.

    52nd registration authority approved the cancellation of registration or to revoke the driving licences should be repealed at the registration number collection license, copy and official seals, and notifies the depositary bank.

    Registration and approval procedures

53rd registration authority registration of auditing procedures are accepted, review, approval, licensing, announcement.

(A) acceptance: units of application for registration shall be submitted to the files and documents and reported after the registration is complete, admissible or inadmissible.

(B) review: review of submitted documents, documents and completing the registration if they meet the relevant provisions on administration of registration.

(C) approval: after review and verification, approved or not approved and registered by the decision, and promptly notify the register unit.

    (D) licensing: the approved and registered by the applicant, each Party shall issue the license, inform the legal representative (head) receive a license, and go through the formalities of signature of the legal representative.

    Public notification and control

    54th registration authorities shall be registration, public record information through the enterprise credit information system to the public.

55th an enterprise as legal person shall be from January 1 to June 30 of each year, through the business credit information disclosure system to competent registration authority annual report, and to the public.

    Contents of the publication of the annual report and the supervision and inspection in accordance with regulations of the State Council. 56th article of the business license, and includes an original and a copy of the business license, as has the force of law. Originals should be hung in the main office or the principal place establishments.

Registration authority according to the needs of enterprise applications and business activities, licensed copies number of copies. National e-business license.

    Electronic business licenses and paper license shall have the same legal effect.

    57th registration authorities to apply for registration of construction business, approved and registered after the issuance of the construction permit.

    Article 58th original and duplicate licenses, construction permits, foreign-invested enterprises Office registration certificate, Enterprise legal person applying for registration book, opened enterprises to apply for business registration, businesses apply for registration of change, businesses apply for cancellation of registration, enterprise application for establishment registration and other important instruments related to registration and Administration form, formulated by the State administration of industry and commerce.

    Supervision and penalties

59th registration authority to supervise management of enterprise content is:

(A) supervision of enterprises in accordance with the Ordinance and these rules and regulations registration change of registration and cancellation of registration;

(B) the supervision of enterprises in accordance with the approved and registered, as well as statutes, contracts or agreements and activities;

(C) supervision of enterprises annual reports submitted in accordance with regulations, publicity;

    (Iv) supervision and legal representative of the enterprise's compliance with the relevant national laws, regulations and policies. 60th levels of registration authorities, within a jurisdiction has the right to supervise and inspect the enterprise.

    Enterprises shall be subject to inspection, required to check the documents, books, reports and other relevant information. 61st registration authority within the jurisdiction of the enterprises when conducting supervision and inspection, in accordance with relevant regulations will be punished.

    But order the rectification, withholding or revocation of license, can only be decided by the original licensing authority.

62nd by the competent registration authority to subordinate registration authority not appropriate punishment has the right to redress.

    Penalties for illegal enterprise permissions and procedures by the State administration for industry and Commerce and the provincial, autonomous region, municipality directly under the administration of industry and commerce, respectively provided for.

63rd enterprises and business units for any of the following acts, registration authorities made the following penalties, simply, you can also:

(A) the unauthorized registration of operational activities of unauthorized opening, ordered to stop business activities, confiscation, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine. (B) when applying for the registration of concealing facts, fraud, in addition to ordering to provide the real circumstances, depending on their specific circumstances, with a warning, confiscate, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine. Review does not meet the corporate requirements or operating conditions, revoke their business licenses.

Forgery of obtaining business licenses, confiscate, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine and revoke its business license. (C) changing major registration matters, not in accordance with the provisions for registration of change, with a warning, confiscate, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine, and deadlines apply for registration of change fails to go through, order rectification or withhold business licenses in serious cases, revoke their business licenses.

Engaged in business activities beyond the term of operation, as a business without a license, in accordance with the provisions of this article. (D) beyond the range approved and registered by the engaged in business activities or operations, depending on the circumstances, with a warning, confiscate, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine.

Violation of other relevant regulations of the State, engaged in illegal business operations, to order the rectification, confiscation, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine; the circumstances are serious, revoke their business licenses.

(E) infringing upon the right to exclusive use, in accordance with relevant regulations of Enterprise name registration.

(Vi) forge, alter, lease, lend, transfer, sell a business license, confiscate, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine; the circumstances are serious, revoke their business licenses.

(G) according to the provisions suspended license, with a warning and order them to correct; it refuses, and fined 2000 Yuan fine.

(H) the flight, transfer of funds, hiding property to evade debts, ordered to complement withdrawal or transfer of funds to recover hidden property, confiscation, illicitly acquired 3 times the amount of a fine, but not exceeding 30,000 yuan, no ill-gotten gains, fined 10,000 yuan fine; the circumstances are serious, closed for rectification or revoke its business license. (I) is not required to apply for cancellation of registration, ordered the cancellation of registration.

Who refuse to handle, up to 3000 Yuan fines, revoke its business license, and can be held accountable for the responsibilities of the Department in charge.

(J) the reject supervision and inspection or accept supervision and inspection in the process of being insincere and in addition ordered to accept supervision and inspection, and to provide the real circumstances, be warned, fined 10,000 yuan fine.

    Registration authorities after the company made the decision against such offences, Enterprise fails to lodge complaints without pay and confiscated money, may request the people's Court for compulsory execution.

    64th on units and individuals providing false documents and certificates, in addition ordered to compensate to produce false documents, documents the damage caused to other things, fined 10,000 yuan fine.

    65th registration authorities when investigating and dealing with illegal activities of enterprises, which constitute the crime the person concerned, and handed over to judicial organs for handling.

    66th registration authority for not complying with the provisions of staff procedures for registration, supervision and gross negligence, according to the seriousness of the corresponding administrative sanction, constitute a crime officers and handed over to judicial organs for handling.

    67th enterprises in accordance with the Ordinance article 32nd of higher registration authorities for reconsideration, the registration authority at a higher level should be made within the period specified in the maintenance, cancellation or correction of a reconsideration decision, and notify the application for reconsideration of the enterprise.

    By-laws

    68th in accordance with regulations 36th provision shall apply for registration of establishment of the enterprise, in accordance with the relevant departments of the State Council or provincial, autonomous region, municipality of special regulations establishing registration.

    69th enterprises in Hong Kong, Macao and Taiwan, overseas Chinese and compatriots in Hong Kong, Macao and Taiwan investment held joint venture, joint ventures, sole proprietorship enterprise by reference to relevant provisions of the rules on foreign-funded enterprises.

    70th in China engaged in business activities in the territory of the foreign (area) enterprise registration and management, according to the special regulations. 71st article of the rules come into force on the date of promulgation.