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Implementation Measures For The Zhuhai Special Economic Zone And Commercial Registration Ordinance

Original Language Title: 珠海经济特区商事登记条例实施办法

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Modalities for commercial registration regulations in the jewell Sea Economic Zone

(The 21st ordinary meeting of the Government of the 8th People's Republic of 27 May 2013 considered the adoption of Decree No. 95 of 14 June 2013 by the People's Government Order No. 95 of 14 June 2013.

Chapter I General

Article 1 provides for the implementation of the jewell Sea Economic Zone Commercial Registration Regulations, regulating commercial registration, strengthening oversight management, and developing this approach in the context of the jewell Sea Economic Zone.

Article 2, this approach applies to commercial registration and related oversight management activities in the jewelle economic zone.

Article 3. The municipal business administration sector is a commercial registry in this city responsible for the registration of business and the supervision of business registration matters.

Within their respective responsibilities, the relevant administrative licensor is responsible for the administrative licence of the relevant business projects under the law, and the conduct of the operation of administrative licences is not legally granted.

Article IV. The urban development reform sector is an integrated management of information such as commercial registration, licence and credit, which is responsible for integrated, coordinated and monitoring.

The municipal science and technology industry and the information industry are the competent authorities of the registering licence and the credit information platform of the main players of this city responsible for the development, maintenance and management of business registration, licence and credit information platforms.

The municipal inspectorate is responsible for the administrative effectiveness of the business registration, licence and the management of credit information, and oversees the norms and efficiency of business registration, licence and credit information management.

Article 5 Commercial registration authorities, the administrative licensor approval sector and the relevant units should be guided by the principles of the people, the people, the simplification of procedures, the efficiency of the conduct and the provision of quality services.

Article 6. The Commercial Registration Authority, the administrative licence approval sector shall, in accordance with the Business Registration Regulations and this approach, receive applications submitted by the subject matter of the business and, in accordance with the terms, conditions, procedures and time limits of the commercial registration, make commercial registration and administrative licence decisions in a timely manner.

Chapter II Registration

Article 7

(i) The name of the subject matter of the business.

(ii) The establishment, modification and write-off of registration by business actors.

(iii) The Unit has a right to register.

(iv) Resolves.

(v) Removal, releasing and mitigating the licenses of business.

(vi) Other operations to be carried out by law.

The commercial registration authority should clarify the scope of the business registration operation.

Article 8

Specific types of enterprise legal persons, illegal corporate enterprises, corporate branches and individual businesses are determined in accordance with the classification criteria established by the Department of Business Administration.

Article 9 establishes, modifys or terminates the functionality of the business in the jewelling economic area, and the applicant shall apply for the establishment, modification or cancellation of registration in accordance with the law.

Article 10 Matters for registration by a business subject shall include:

(i) Corporate corporate legal persons: name, residence (operational location), type of business subject matter, legal representative, recognition of registered capital, name or name of the shareholders, amount of money from the shareholders, time of funding and modalities of funding.

(ii) Non-commercial legal persons: name, place of residence, type of business subject, legal representative, registered funds, investment.

(iii) Individual sole-source enterprise: name, residence, name of the investor, investigator, fundraising and funding modalities.

(iv) Partnerships: name, main operating space, implementation partner, type of partnership, name or name of the partner and residence, manner of responsibility, contributions or actual contributions, payment period, funding modalities and assessment modalities, agreed duration of partnership, representation.

(v) Corporate branches: name, place of operation and head.

(vi) Individual businesses: name, name and residence of the operator and place of operation.

In the event of changes in the matters listed in the previous paragraph, the subject matter of the business should apply for a change registration under the law.

Article 11. Matters relating to the application of a request by a business subject shall include:

(i) Corporate corporate legal persons: statutes, branch registrations, names of corporate secretaries (name) and directors, treasury, names of senior managers, members of the liquidation group and names of heads.

(ii) Non-commercial legal persons: constitutions, branch registrations, membership of the liquidation group and the name of the head.

(iii) Individual-source enterprise: registration of branches.

(iv) Partnerships: partnership agreements, registration of branches and lists of liquidated members.

In the event of changes in the matters listed in the previous paragraph, the subject matter of the business should apply for a change reserve in accordance with the law.

In applying for registration and filing, the applicant shall submit the relevant material in accordance with the list of material and requests made by the Commercial Registration Agency and sign the “Actual commitment of the request for commercial registration”.

The applicant is responsible for and assumes legal responsibility for the authenticity of the submissions and the content of information.

In applying for business registration and clearance, the applicant may be placed on the site of the commercial registry or through the jewell City Commercial Registration Operations Platform website.

Article 14. Commercial registration authorities are registered within a working day on the date of receipt of the eligible application.

The registration cannot be completed within one working day, with approval by the head of the business registration authority, three working days may be extended.

Article 15. The applicant's application for commercial registration may not pre-approve the name.

The applicant did not apply for pre-approved name and the name of the business subject matter was determined by the applicant in accordance with the relevant provisions of the registration management of the enterprise name.

The right not to be registered by the commercial registration body in accordance with the law.

The name of the subject matter of business should reflect its industrial or operational characteristics.

The scope of business is involved in a variety of industries, and the main business project should be recorded as the first of the scope of operation and as an industrial or operational feature of the name.

The operational scope of the business subject covered more than three major categories of national economic industries, and the name could not use the terms of the national economic industry of the industries or the characteristics of the operation, or the term “development”, “development”, “development”, “removal industry” as an industrial or operational feature.

Article 17 The Commercial Registration Body shall, in accordance with the industrial categories set out in the National Economic Zone, register operational platforms for commercial registration in the jewell City commercial registry and the jewell City business subject to the registration of licences and credit information platforms for the classification of the national economy and guide the applicant's choice of the scope of operation and the type of industry.

The applicant shall determine the scope of the operation in accordance with the classification of the national economic industry and document the scope of the operation in documents such as its constitution, agreement, application. Its scope of operation belongs to a licence operation project and shall be subject to a licence approval by law.

Chapter III

Article 19 places of residence or operation registered by the business subject shall be fixed.

The residence is a statutory address of the subject matter of business and is the basis for the instrument's address and the determination of judicial, administrative and territorial jurisdiction.

The place of operation is the place where the business agent engages in business activities.

Article 20 may establish a number of business sites.

The place of residence and operation is inconsistent, but it is in the same jurisdiction of the commercial registry that the subject of the business may apply to the commercial registry for the operation or establish branches.

The place of residence and operation does not fall within the jurisdiction of the same commercial registry, and the subject matter shall apply to the commercial registration body at the location of the operation.

Article 21, the subject matter of the business shall apply for the operation of the place of operation, and shall be submitted to the certificate of use of the operation. In accordance with conditions, the notice of the business registry should be given by the business registration authority.

Business registration authorities should make an indication of the operating space that has been submitted.

Article 22, in the office area of the jewella economic zone, the same address could be a residence of the various business actors.

The office area referred to in the previous paragraph should be a centralized office area endorsed by the City, the People's Government or the Economic Functioning Zone, the Industrial Parks Committee.

The city, the Government of the District or the economic functional areas, the Industrial Parking Commission should develop a centralized regional planning management system that clearly focuses on the scope of the office's business subject matter and the areas of centralized office.

At the same address, the applicant shall have the right to use the residence.

Article 23. When a business subject requests a residence, a place of operation or a place of operation, the following certificate shall be submitted:

(i) It is owned and submitted home property certificates.

(ii) A lease (in borrowing) property and a lease agreement and a housing property certificate.

It is not possible to provide housing property certificates, which are owned by the individual business occupants should be provided with the relevant documentation from the House of Commons (Ministry of Village), community work stations, market start-up units, material management companies, indicating the attributes of the property and indicating the reasons for the inability to provide a housing property certificate; other business actors should submit certified documents that are used by the host Government, the street offices to agree to use as a place of operation, indicating the origin of the property and the reasons for the inability to provide the property.

Article 24 requests for the registration of the same address as a subject of multiple business residences are required to submit the following documents:

(i) The residence of the city's Government or the economic functional area of the city's investment promotion department or place of residence, the Industrial Parking Zone Commission, which is located in the office area and agrees to use as the applicant's residence.

(ii) Specific number of applicant's residence at that address.

Article 25 addresses of the places of operation that apply for registration of residences, operating sites or reserves shall be specific to the gates, slots, units and brands. When the same address is registered as a subject of multiple business, specific numbers of the subject matter of the business in the household name should be specified and the “concentration of the office area”.

Chapter IV Capital registration

Article 26 Limited liability companies have introduced a registration capital recognition registration system, which only registers registered registered registered capitals for all shareholders and does not register capital.

Article 27 limits the amount of contributions to shareholders of companies with limited responsibilities, the modalities of funding and the time to be funded by the statute. The funding agreed upon in the Constitution should be the currency or in kind, intellectual property, land use rights, etc., which can be evaluated in monetary terms and may be transferred in accordance with the law, and non-monetary property shall be assessed by an assessed asset assessment body.

The shareholders must fulfil their financial obligations in accordance with the agreement of the Constitution, and the authenticity of the registration of capital payments lies with companies and their shareholders and assume legal responsibility.

After the establishment of the company, the shareholders shall not be able to borrow funds.

The second article holder of a limited liability company shall make a financial certificate to the shareholders after the payment is made in accordance with the statute.

The financial statements should document the name or name of the fund, the amount and proportion of funds, the manner of funding and the time of funding.

A limited liability company may apply to the commercial registration authority for the receipt of the capital reserve for the actual contributions of the shareholders.

When a limited liability company applies for the receipt of a capital reserve, it should be submitted to the test certificate that the reality of the asset-recovery capital for the shareholders should be responsible for and assume legal responsibility.

In accordance with the terms of the request, the commercial registration authority should send a letter of credit for the receipt of the capital reserve.

The registered capital recognition registration system, as set out in Article 31 of the jewell Sea Economic Zone Commercial Registration Regulations, does not apply to commercial investment enterprises and equity companies in limited liability companies. Foreigner investment enterprises and equity companies in a limited liability company should apply to the commercial registration authorities for the collection of capital reserves.

Chapter V

Article 31 licenses of the business of the subject matter of a trader registered under the law. The license of business subject matter is divided into the licence of business legal persons, the licence of business of the illegal owner, the licence of the branch's business and the licence of the owner's business.

The licence of corporate legal persons applies to corporate and non-commercial corporate legal persons.

The Procedural Licence of an Illicit Business is applicable to an individual's sole-source enterprise, a partnership and agribusiness.

The subsidiaries' licenses apply to subsidiaries and non-commercial corporate corporate corporate branches, personal exclusive corporate branches, partner business branches, foreign (zone) enterprises operating in China, and foreign (zone) companies.

The Licence of Individuals and Business Employers is applicable to individual businesses.

In accordance with the application of the business subject matter, a copy of the business licence may be issued by the commercial registry.

The license of the business subject matter is composed of a number of registered, documenting, tabling and registration authorities. The type and specific format of the business licence is developed by the commercial registry and published upon ratification.

Article 33: The business licence documents the following matters:

(i) The name of the subject matter of the business.

(ii) Type of subjects of business.

(iii) The owner of the business.

(iv) The main residence of the business (the place of operation).

(v) The date on which the business subject was established.

Article 34, according to the different types of business licence, matters of the licence of the business are recorded.

The licence of corporate legal persons documentes the name, type of subject matter of business, residence, statutory representative and date of establishment.

The licence of the illegal business of the owner, the type of business subject matter, the place of operation, the investor or the implementing partner (personal sole-source enterprise or the medium-term cooperation of an illegal business as an investmenter, the partner company for the implementation of affairs), the date of its establishment.

The licence of the branch documentes the name, the type of business subject matter, the place of operation, the head and the date of its establishment.

The Licence of Individuals and Business Devices document names, form, place of operation, operator and date of establishment.

Article 33 fifteenth notices of business licences should contain references to the extent of registration of capital and operation by the subject matter of the business, as well as relevant matters such as the scope of the operation of the business subject, the funding situation, the duration of the operation and the licence project, as well as the method of reference to annual information and other regulatory information.

Article 36 The business subject may apply to the commercial registry for a licence or electronic business licence if required.

The relevant administrative licence approval authorities should pursue electronic notices.

Article 37

The licenses of business of the business subject matter, the organization of agency codes, the tax registry online, are specifically implemented by the business, quality, national taxes and local taxes.

Chapter VI

Article 338 The Commercial Registration Agency should harmonize the commercial registers and the operation of an unusual directory, register and update relevant information in a timely manner and make public statements for access, reproduction.

Article 39 Commercial registers should document matters such as the registration of the subject matter of the business, the merits, the date of establishment, the registry, the submission of annual reports and the status of registration.

Article 40

Article 40. The business subject shall submit an annual report within two months of the date of the annual establishment of the business registration platform of the jewell City commercial registry.

The contents of the annual report should include business registration matters, reserve matters, registered capital payments, major operating projects and asset liabilities, losses.

The contents of the annual report of the foreign-investment enterprise are completed in accordance with the provisions set out in existing legislation on the annual report of the foreign-investment enterprise.

The business subject is responsible for the authenticity of the contents of the annual report and assumes legal responsibility.

Following the annual report submitted by the business subject of article 43 to the business registration operation platform of the jewell City Commercial Registration Agency, the Commercial Registration Agency shall make a presentation on the jewelling of the licence and the credit information platform.

Article 44 transposes that do not submit annual reports or are unable to communicate through the residence, the Commercial Registration Agency shall make a decision to be included in the omnibus of the operation, which is transferred from the Commercial Registration Book and is included in the omnibus.

In cases where the residence is unable to link the subject matter of the business, it is the case that the commercial registry is not able to deliver or, on-site inspection, to confirm that it is not operating in the original registered residence or operating place.

Article 42 of the commercial subject was included in the operation of an unusual name for up to three consecutive years, and the commercial registration authority should make a decision to remove the name of the business subject and remove its name from the omnibus.

Before making a decision on the designation of the subject matter of the operation of a omnibus or removal of the business, article 46 should be communicated to the business subject in accordance with the law the facts, grounds, the basis and the rights to be decided.

Article 47 is included in the business subject of the operation of the omnibus and the information of investors with personal responsibility, heads, directors, directors, heads of affairs and senior management, and should be incorporated into poor credit regulation.

The subject matter of a named business and its investigator, heads, directors, directors, heads of affairs and senior management should be subject to the corresponding legal responsibility under the law.

The name of the subject matter of business was dismissed after article 48, which was not protected, and the subject matter of the business was not subject to a request for registration or change to replace the name of the registration number.

The names of the subject matter of the disbanded business are three years from the date of removal and others may apply for registration of the name.

Investments, heads, directors, directors, heads of directors, heads of directors, heads of directors, senior managers who are excluded from business are not allowed to serve as heads, directors, heads of directors, directors, heads of affairs and senior management for three years.

Article 49 was included in the business subject of the operation of a omnibus under three years of age, which could be re-documented in the commercial register after the dismissal of the annual report that was not submitted by the provision of the provision of the provision or the irrelevant link.

Article 50 of the Commercial Registration Agency's application for the restatement of the record of the commercial registers, which is reviewed and consistent with the conditions for the recovery of the record, shall make a decision to reproduce it from the omnibus of the operation, re-documenting the commercial register and indicating in the commercial register that the annual report was not submitted on time or that it had been unable to communicate.

Chapter VII

Article 50 of the Commercial Registration Agency, the administrative licence approval sector and the relevant units shall communicate information in a timely manner through the registration of licences and credit information announcements, portals, office rooms, etc., by the subject matter of business in the jewell City.

The commercial registry, the administrative licence approval sector and the relevant units perform the relevant functions of the commercial registration licence and the management of the credit information.

Public and public information should include the basis, conditions, procedures, time frames and the various instruments to be submitted, the list of materials and the norms.

Article 52, the notice of a commercial registration licence and credit information should be guided by objective, fair and prudent principles that involve information about the secret, commercial secret and personal privacy of the State without external disclosure.

Article 53 Changes in the municipal administration approval system should organize the clearance, harmonization of the following administrative licence clearance checklists:

(i) The law, administrative regulations stipulate that the subject matter of the business should be presented by law to the authorized trade catalogue.

(ii) The operation of the subject matter of business under the law, administrative regulations shall be subject to a catalogue of operational projects such as planning, environmental protection, fire, culture or health.

(iii) The law, administrative regulations stipulate that a list of operational projects that may be carried out by the parties involved in the approval of the relevant sector may be required.

The licence approval matters referred to in the previous paragraph include matters relating to approval by the State, the province, the municipality and the territorial administrative licence authority.

Article 54 states that the commercial registration body shall register the licence and the credit message platform by the subject matter of business in the jewell City:

(i) Scope of business registration operations, instruments, lists of materials and norms.

(ii) National economic industry classification criteria.

(iii) Deficit registration matters and back-up information.

(iv) Submission of the annual report of the business subject.

(v) The subject matter of the business is carrying out an unusual directory.

(vi) The subject matter of business is subject to administrative penalties.

(vii) Other information that should be disclosed.

Individual-owned enterprises or individual business-owners should be presented to their record-keeping applications.

Article 55 shall submit information, regulatory information and other information that shall be communicated to the administrative licence approval information, and shall be disclosed in the jewell City business subject to a licence and a credit information demonstration platform.

The subject matter of business should be submitted in a timely manner, through the Business Registration Operations Platform of the jewell City, information such as the scope of operation, registration of capital payments and operating places, and their changes and annual reports.

The commercial registration body shall submit the information of the former paragraph to the jewell City's subject matter for the registration of a licence and a demonstration of credit information.

Article 57 may apply to the commercial registry. The applicant shall submit a request for information to the Commercial Registration Body when applying for information. In accordance with the conditions, the commercial registration authority is made public.

The applicant's application to the commercial registry should be the information contained in the effective legal instruments, such as the notice of the prosecution, the judgement, the judgement, the arbitration decision.

Chapter VIII Secretary of Companies

A limited liability company should establish a company secretary. The Secretary of the company may be appointed by a natural person or by a secretary established by law.

Article 59 shall not serve as Secretary of the company:

(i) Corporate shareholders, statutory representatives, treasury and other persons provided for in the corporate charter.

(ii) There is no civilian capacity to act or to limit civilian capacity.

(iii) The imposition of sentences for corruption, bribery, confiscation of property, misappropriation of property or damage to the economic order of the socialist market has not been carried out for more than five years.

(iv) The execution expires for more than five years owing to the denial of political rights by the offence.

The Secretary of the company had a case referred to in paragraphs 2, 3 and 4 of the previous paragraph, and the company should be removed from its functions.

Article sixtieth limited liability companies hire secretaries and shall apply to commercial registration authorities within thirty days of the date of the establishment of the company.

Matters relating to the request of the Secretary of Companies include the name or name of the Secretary, the status of identity, the address of contact, the manner of communication and the duties of the corporate secretary under the corporate statute.

The company secretarial change in the matter should apply to the commercial registry within thirty days of the change decision.

The company secretary's matters are presented by the commercial registry.

The Secretary of the limited liability company shall perform the following duties:

(i) The information to be submitted to companies on the business registration platform of the jewell City Commercial Registration Agency.

(ii) Access to legal inquiries in the relevant sectors.

(iii) Preparation of corporate shareholders' conferences and directors' meetings.

(iv) Management of shareholders materials and corporate documents, archives.

Regulation

Article 62 does not obtain a licence to operate in accordance with the following provisions:

(i) The operation of a general operation project, which is sanctioned by the Commercial Registration Agency in accordance with article 47 of the jewell Sea Economics Registration Regulations.

(ii) Only in the licence approval project, which is sanctioned by the relevant administrative licence approval authorities in accordance with article 48 of the jewell Sea Economic Zone Commercial Registration Regulations.

(iii) In parallel with the general operation project and the licence approval project, the commercial registry and the relevant administrative licence approval units are punishable by law.

A licence of business has been obtained by law and the operation shall be granted without administrative permission to operate and shall be punished by the relevant administrative licensor approval services in accordance with article 48 of the jewell Sea Economic Register Regulation.

Article 63 should be strengthened by the administrative licensorship, regulate the work process, improve the system of work, and carry out the operation of the administrative licence of the operation under the law.

Article 63 quater registration authorities, when carrying out their business without reference, shall notify or transfer the relevant administrative licence approval services in a timely manner of their unauthorized conduct.

In the event of an undocumented operation of the administrative licence approval branch, the conduct of the party's unauthorized operation shall be communicated in a timely manner or transferred to the commercial registry.

Article 68 15, in violation of the jewell Sea Economic Zone Commercial Registration Regulations and this approach, shall be filed without application, with the time limit being converted by the Commercial Registration Agency; and the penalties imposed by law by law.

Article 16, in violation of the jewell Sea Economic Zone Commercial Registration Regulations and this approach, submits false material or other fraudulent means of concealing the facts of the business file, which is revoked by the commercial registry and punished by law.

Chapter X

Article 67, by 1 March 2013, is subject to a licence of business in the jewelle economic zone, which shall apply to the original registration authority for the licence of the owner of the business subject, in accordance with the provisions of the jewell City Commercial Registration Regulations and this scheme.

Specific approaches to the licenses of the business agent are developed and published by the Commercial Registration Agency.

Article 68, subsidiaries or individual businessmen registered in this city by 31 December 2012 are subject to an annual inspection of enterprises or individual business inspectors, in accordance with the terms of the enterprise annual test methodology, the self-employed and business survey scheme.

Article 69, which entered into a business from the city as of 1 March 2013, shall apply for a licence of business of the owner in accordance with the provisions of the scheme when the relocation is registered.

Article 76 of the various instruments, lists of materials and norms registered by the commercial registry body.

Article 76 of the jewell New Zone Commercial Registration Management Scheme provides for inconsistencies with this approach.

Article 72: Chinese citizens of the Hong Kong Special Administrative Region and permanent residents of the Macao Special Administrative Region, whose inhabitants apply for the registration of their personal business and businessmen, are executed in accordance with the relevant provisions of the State.

The application of Article 73 this approach, effective 14 June 2013, was also repealed in conjunction with the application of the jewell Sea Economic Zone Commercial Registration Regulation (No.