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

Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/dfzfgz/201308/20130800390331.shtml

Implementation measures for the Zhuhai Special economic zone and commercial Registration Ordinance

    (May 27, 2013, Zhuhai city, the eighth executive session of the people's Government of the 21st June 14, 2013 95th Zhuhai city people's Government promulgated as of June 14, 2013) Chapter I General provisions

    Zhuhai Special economic zone, the first to follow up the implementation of the Business Registration Ordinance, regulating commercial registration, strengthen supervision and management, based on actual Zhuhai Special economic zone, these measures are formulated.

    Article of this regulation is applicable in the Zhuhai Special economic zone and commercial registration, and related supervisory activities.

    Article city administration for industry and commerce is the business registration office, responsible for business registration and supervision and administration of commercial registration matters.

    Relevant administrative license approval authorities within their respective areas of responsibility, responsible for business administrative license according to law, and not of an administrative license according to law to carry.

    Fourth municipal development and reform Department is commercial registration, license and credit information such as General Administration, is responsible for planning, co-ordination and supervision work.

    Municipal Department of science and technology, trade and information is the business subject registration licenses and credit information platform of publicity departments, is responsible for organizing and coordinating business registration, licensing and public information platform for the development, maintenance and management of credit.

    Municipal supervision Department is responsible for business registration, licensing and administrative efficacy supervision of credit information management, supervision of commercial registration, license and credit information management standards and effective in their work.

    Article fifth commercial registration and administrative approval departments and units should follow the principles of convenience and help to simplify procedures, improve efficiency and provide quality services.

    Sixth business registration office, administrative licensing examination and approval departments shall, in accordance with the Zhuhai Special economic zone and commercial Registration Ordinance and these measures, admissible applications submitted in commercial subjects, and according to the business register of the basis, conditions, procedures and handle limitation provision, commercial registration and timely according to law and administrative approval decisions.

    Chapter II registration

    Seventh business registration business registration business scope includes:

    (A) name registration business bodies.

    (B) the establishment, change and cancellation of registration of commercial subjects.

    (C) equity pledge registration.

    (D) the record.

    (E) the renewal, replacement, issuance, reduced the business license.

    (Vi) other business should be handled according to law.

    Commercial registration office should be publicized business registration business.

    Article eighth of legally registered commercial entity is divided into corporate, unincorporated enterprises, branches of enterprises and individual industrial and commercial households four categories.

    Enterprise legal persons and unincorporated enterprises, branches of enterprises and individually-specific type, in accordance with the classification standards set forth by the Administration for industry and commerce under the State Council.

    Nineth in Zhuhai Special economic zone within the establishment, change or termination of business qualification, the applicant shall apply for registration of establishment, change or cancellation in accordance with law.

    Article tenth commercial entity applying for registration shall include:

    (A) the legal person of the company: name and address (business premises), type of commercial subjects, legal representative, subscribed registered capital name, shareholder, shareholder contributions, investment, investment of time.

    (B) non-legal person of the company: name and address (business premises), commercial body type, legal representative, registered capital, investing in people.

    (C) individual proprietorship enterprises: name, residence, investment names, their residence, investment, investment.

    (D) partnership: name, principal business location, managing partner, partnership type, name and domicile of the partners, accountability, subscription or actual payment amount, payment of the contribution period, contribution and assessment methods, duration of the partnership, as agreed by proxy.

    (E) branches of enterprises: name, place of business, the owner.

    (Vi) individual: name, names and places of residence, the operator.

    The matters listed in the preceding paragraph is changed, business subject should apply for alteration registration.

    11th commercial subject matters applied record shall include:

    (A) the legal person of the company: the articles of Association, registration of branches, the Secretary of the company's name (name) and its directors, supervisors and senior management staff names, Member of the liquidation team and the head of the list.

    (B) non-legal person of the company: the articles of Association, registration of branches, Member of the liquidation team and the head of the list.

    (C) individual proprietorship enterprises: registration of branches.

    (D) partnerships: partnership agreements, registration of branches, membership of the liquidators.

    The matters listed in the preceding paragraph is changed, business subject should apply for alteration record.

    12th when the applicant applies for registration and filing shall be in accordance with the business registration office of publicity material lists and asked to submit relevant materials and signed commercial application documents for registration of the deed of commitment.

    Submitted by the applicant on the application materials and public information is responsible and liable for the authenticity of the content.

    13th the applicant to apply for business registration and filing and other matters, can be handled to the business registration office site, or through commercial registration office of commercial registration services platform in Zhuhai City website.

    14th business registration authority in accordance with the conditions of acceptance within one working day from the date of registration.

    Registration could not be completed within one working day, head of business registration Office approved, can be extended for three days.

    15th the applicant apply for pre-approved commercial registration can not name.

    The applicant did not apply for name pre-approval, commercial subject's name by the applicant in accordance with business name registration management regulations determined, apply to the business registration office for registration.

    Business registration organ for inappropriate names is not registered.

    16th commercial subject name should reflect the characteristics of its trade or business.

    Commercial operation covering a number of industries, mainly engaged in the project should be documented for the operating range of the first, and as a trade or business in the name of the characteristic.

    Commercial main business scope covers three or more categories of the industry of the national economy, names without express engaged in the industries or sectors of the national economy operating characteristics of terms, or in the "development", "development", "industry" as industry or business language.

    17th commercial registration office should be in accordance with the industry classifications defined by the notes of the sectors of the national economy, in Zhuhai city, commercial registration office of commercial registration services platform and commercial subjects registered in Zhuhai city license and credit information on a public platform public sector classification standard and to guide applicants select a category of business and industry. 18th applicant shall, according to industrial classification guidelines to determine their scope of operation of the national economy, in its articles of Association, agreements, applications and other documents in the scope to be recorded.

    Of its scope belonging to the licensed program shall apply for permission.

    Chapter III residence and place of business

    19th commercial subject's registered place of residence or business, shall be fixed sites.

    Shelter is the legal address of the business subject, document delivery address and determine the basis for judicial, administrative jurisdiction.

    Business premises business premises is a commercial entity engaged in business activities.

    20th business subject you can set up multiple locations.

    Residence and business premises are inconsistent, but belong to the same area of commercial registration, commercial entity can apply to the business registration office premises record or set up branches.

    Residence and business premises do not belong to the same commercial area by the registration authority, business subject should be the place of business is located commercial registration authority for the establishment of branches. 21st business subject to the application site for the record, should be submitted to the site certificate.

    Eligible for the record, commercial undertakings issued by the registration authority shall record a notice.

    Have the record business premises, commercial registration office should be public.

    22nd article in the Zhuhai Special economic zone within the work area, the same address can be used as the residence of many commercial subject.

    Office area should be referred to in the preceding paragraph are municipal and district people's Government or the concentration of economic, industrial park Administrative Committee authorized the Ribbon Office area.

    Economic functions of the city or district people's Government or the district, industrial park Administrative Committee should develop a centralized Office regional planning and construction management system, clear Central Office of commercial subjects and centralized office areas.

    Applications for a number of commercial subjects at the same address of residence registration, residence the applicant shall has the right.

    Article 23rd commercial entity to apply for shelter, site registration, or place of business when filed, shall submit the following information:

    (A) belongs to own property, submit the certificate of house property right.

    (B) belongs to the rent (borrow) property, submitted to rent (borrow) agreement and the certificate of house property right.

    Cannot provides housing property proved of, belongs to individual industrial and commercial households of should provides by area home (village) Board will, and community workstation, and market opened units, and property management company issued related proved file, description the property of ownership situation, and indicate cannot provides housing property proved of reasons; other business thing subject should submitted by location town government, and subdistrict offices issued agreed as business places using of proved file, description the property of ownership situation and the cannot provides housing property proved of reasons.

    24th applications will be the same address as the subject of several commercial residence registration, required to submit the following supporting documents:

    (A) the municipal seat of the investment promotion department or residence district people's Government or the economic zone, industrial park Administrative Committee issued the residence belonging to the Office area and agreed that as proof of residence of the applicant.

    (B) residence at that address on the specific number of the applicant. 25th the residence, an application for registration or record the address of the place of business should be specific to the house number, building licensing, licensing and licensing unit.

    The same address as the subject of a number of commercial residence registration should be specific to the families within the specific number of commercial subjects, and shall set forth the "Central Office".
Fourth chapter capital registration

    26th a limited liability company registered capital subscription registration system, only registered shareholders subscribed registered capital, does not register the paid-up capital. 27th shareholder limited liability company contributions, investment, investment time prescribed by the regulations.

    Regulations agreed contribution should be monetary or in kind, intellectual property valuation, land use rights, can be expressed in monetary and non-monetary property can be transferred according to law, non-monetary assets should be assessed by a qualified appraisal firm appraisal.

    Shareholders shall be funded in accordance with the Constitution of the contract obligations, the authenticity of registered capital paid by the company and its shareholders is responsible and liable.

    After the founding of the company, shareholders are prohibited from flight of capital contribution.

    Shareholders in accordance with the articles of Association of a limited liability company agreement of 28th article the capital contributions, the company shall issue an investment certificate to its shareholders.

    Name or names of the funded capital contribution certificate shall record, investment amounts and proportions, funding, time and other content.

    Article 29th of limited liability company shareholders actually paid capital contribution to commercial registration authority for the paid-up capital for the record.

    Limited liability company when applying for the paid-up capital for the record shall submit the certificate of capital verification, payment to the shareholders is responsible and liable for the authenticity of paid-up capital.

    Meet the conditions for registration, commercial registration office shall issue a notice of paid-up capital for the record. 30th article of the Zhuhai Special economic zone registered under the Business Registration Ordinance capital subscription registration system does not apply to foreign-invested enterprises and joint stock limited companies with limited liability.

    Limited liability company in foreign-invested enterprises and the Corporation shall apply to the business registration organ paid-up capital for the record.

    The fifth chapter business license 31st commercial registration authority on the subject issued by the legally registered business entity business license.

    Commercial business license includes: the business license of enterprise legal person business license and the enterprise and the business license of branch offices and business license of the individual.

    The enterprise license applies to companies and non-company enterprises.

    The unincorporated business license apply to sole proprietorship enterprises and partnership enterprises, Chinese-foreign cooperation in unincorporated enterprises.

    Apply to branch to the Branch Office license and non-legal person of the company branches, partnership, sole proprietorship branch bodies branch bodies, foreign (region) enterprises engaged in production and business activities in China and foreign countries (regions) branch of the company.

    The individual license applicable to individual industrial and commercial households.

    According to the commercial body application, commercial registration authorities may issue more than one copy of business license. Article 32nd commercial entity business license registration number, items, tips, registration authorities and other components.

    License type and layout developed by the commercial registration office, to be published after approval.

    Article 33rd business licenses recorded the following:

    (A) business subject name.

    (B) commercial body type.

    (C) the head of commercial subjects.

    (D) the commercial subject residence (place of business).

    (E) commercial subjects date of its establishment.

    Article 34th depending on the license type, license recorded in the matter are as follows:

    The enterprise license records the name, commercial body type, domicile, legal representative, the date of establishment.

    Records the name of the unincorporated business license, commercial body type, business location, or managing partners of investment (individual-owned enterprises or foreign unincorporated businesses for investors, as managing partner of the partnership) and the date of its establishment.

    The recorded name of the Branch Office license, commercial body type, business location, owner, date of its establishment.

    Business license of the individual industrial and commercial households recorded the name, form, business location, business operators, the establishment date.

    35th license prompt bar shall specify the subject's registered capital and business tips, as well as the scope of business, investment and business bodies operating period and license matters related to the approval of the project and the annual information query method and other regulatory information. E 36th article of the city business license.

    Business bodies as needed before the commercial registration authority for issuance of paper license or electronic license.

    On administrative licensing examination and approval Department shall implement the electronic certificate.

    37th article of the city implemented business license and organization code certificate and tax registration certificate of registration system.

    Commercial business licenses, corporate code certificate, tax registration online Liaison Office, composed of industry and commerce, quality supervision, internal revenue service, tax departments in accordance with the relevant provisions of implementation.

    Sixth chapter run exception monitor

    Article 38th commercial registration office should be a unified set of commercial registration book and business exceptions list, input and update information in a timely manner, and external publicity, available for public inspection, copy.

    39th business registration shall be recorded in the register of commercial subject matters, for the record, date of establishment, registration and the submission of annual reports and registration status and other matters.

    40th operation exception list shall record registration of commercial subject matters, for the record, date of establishment, registration authority, the submission of annual reports, was included in causes and matters such as registration status.

    Each year, the 41st business subject should be within two months from the date of the anniversary of the adoption of commercial registration authorities of Zhuhai city commercial registration services platform to submit an annual report.

    42nd annual report should include business registration, filing status, registered capital, engaged in the business and balance sheet, profit and loss.

    Content of the annual report of the foreign-invested enterprises according to the existing laws and regulations on foreign-invested enterprises annual report under the fill.

    Business subject to the submission of annual reports is responsible and liable for the authenticity of the content.

    43rd commercial subjects by Zhuhai city commercial registration office of commercial registration services platform to submit an annual report, the commercial registration office should be registered in the Zhuhai city commercial subject license and credit public information platform to be publicized.

    44th on the delay in the submission of annual reports or through a commercial subject residence could not be contacted, commercial directory of abnormal loads should be made the registration authority decision will remove it from the commercial register, loading business subject management exception list.

    By residence of commercial subject could not be contacted, refers to the business registration office via postal delivery two instruments cannot be served or confirmed by on-site inspection is no longer the original registered residence or place of business operated by.

    Article 45th commercial subjects were included in the management exception list for three consecutive years, commercial registration office should be made to eliminate the business subject name, removed its name from the exception list.

    Article 46th commercial directory of abnormal load the registration authority decision or struck off the commercial subject's name before a decision, it shall take a decision to let business bodies of facts, reasons, grounds and shall enjoy the rights.

    47th is load management exception list of commercial subjects and individual responsibility of investors, owners, directors, supervisors and senior managers of the information should be incorporated into the bad credit monitoring.

    Removed the name of commercial subjects and its investors, owners, directors, supervisors and senior management officers shall bear the corresponding legal responsibility.

    48th after the name of the commercial entity is removed, the name is not protected, and the commercial subject shall not be re-apply for registration of the name or change the name, registration number instead of name.

    Rejected commercial subject name out is three years after the date, others may apply to register the name.

    To eliminate the personal responsibility of the commercial subject name investors, owners, directors, supervisors and senior management staff, three years as commercial subject heads, directors, supervisors and senior management staff.

    49th is load management exception list is not completed three years of commercial subjects, pay in accordance with stipulations shall submit an annual report or could not be contacted cause to disappear, after accepting the punishment according to law, can apply to the business registration organ be removed from the exception list, again recorded in the commercial register.

    50th article business thing registration organ on recovery records Yu business thing registration book of application, by review verified, meet recovery records conditions of, should made recovery records Yu business thing registration book of decided, will its from business exception directory in the delete, again records Yu business thing registration book, and in business thing registration book in the indicate had not on time submitted annual report or had cannot contact of situation.

    The seventh chapter information publicity

    51st commercial registration and administrative approval departments and units shall be registered by Zhuhai city commercial subject licensing publicity platform, portal, and credit information-do Hall and other channels, publicity, public approval of administrative licensing information in a timely manner.

    Commercial registration and administrative approval departments and units concerned to fulfil business registration license and credit information management related functions, transmission, public information in accordance with law.

    Publicity, public information should be included to apply the basis, conditions, procedure and processing time limit and required to submit lists of all kinds of instruments, material and specifications.

    52nd business registration license and credit information disclosure should be guided by the principles of objectivity, impartiality and discretion, involving State secrets, business secrets and personal privacy information, no external publicity.

    53rd City Department of administrative examination and approval system reform should organize clear, unified public administrative license and approval of the following directories:

    (A) legal and administrative regulations of commercial subject prior to the establishment of the law shall be submitted to the approval of industry directories.

    (B) laws, administrative regulations, commercial subject's place of business shall obtain the planning, environmental, fire protection, cultural or health-related administrative approval before they can operate the business directory.

    (C) legal and administrative regulations shall be licensed by the relevant authority for approval before they can operate business directory.
List of administrative approval stipulated in the preceding paragraph the license approval by the national, provincial, city and district administrative licensing examination and approval authority for approval.

    54th commercial registration office should be registered in the Zhuhai city commercial subject license and credit public information platform for public notice of the following information:

    (A) business registration business, various types of instruments, materials and specifications.

    (B) classification criteria for industries of the national economy.

    (C) the commercial register registration and filing information.

    (D) commercial subjects submitted annual reports.

    (V) the commercial subject management exception list.

    (Vi) commercial subjects subject to administrative penalties.

    (G) other information that should be public.

    Belong to the sole proprietorship or self-employed industrial and commercial households, and publicity documenting the business scope of application.

    55th executive approval departments and units concerned shall be registered in accordance with the licence and credit information disclosure request, submitted to the approval of administrative licensing information, regulatory information and other information that should be public and commercial subjects registered in Zhuhai city license and credit information on a public platform to be published.

    56th Zhuhai city, business subject should be addressed through commercial registration office of commercial registration services platform, the timely submission of articles, business scope, the registered capital paid and locations and other information and their changes over time, and to submit an annual report.

    Commercial registration organ shall submit the information in the preceding paragraph to Zhuhai city commercial registration license and credit information on a public platform to be published. 57th an interested person may apply to the business registration office for public information. Interested parties to the business registration office when applying for public information shall submit the application for public information.

    Qualified, by the business registration office publicity.

    Interested parties to commercial registration authority for disclosure of information, should be the prosecution of technology, judgments or orders, arbitration decisions, such as the effective legal instruments documenting information.

    The eighth chapter of Company Secretary Article 58th limited liability company shall have a company Secretary.

    Company secretaries can be acted as by natural persons or legal Secretary.

    59th belongs to one of the following persons may not serve as company secretaries:

    (A) shareholders, legal representatives, supervisors and other personnel prescribed by the articles of the company.

    (B) legal incapacity or restricted legal capacity.

    (C) due to corruption, bribery, embezzlement, misappropriation of property or disrupting the order of the Socialist market economy is sentenced, execution expires not more than five years.

    (D) the crime was deprivation of political rights, execution expires not more than five years.

    Company Secretary in Office during the second item listed in the preceding paragraph, the company shall be removed from Office.

    60th Secretary of the limited liability company shall be the date of the establishment of the company commercial registration authority for registration after 30th.

    Company Secretary of the Secretariat for the record include name, status, address, contact details and the articles of the company secretarial duties.

    Record items change to the Secretary of the company, the company should make changes decided in the 30th after, to the business registration organ for change record.

    Company Secretary for the record, by the business registration office publicity.

    61st Secretary of the limited liability company shall perform the following duties:

    (A) is responsible for the business in Zhuhai city commercial registration office of commercial registration information submitted to the company should be open on the platform.

    (B) accept queries according to law of the relevant departments.

    (C) prepare the company to shareholders ' meetings and Board meetings.

    (D) material management shareholders and company documents and archives.

    Nineth chapter monitor

    62nd article does not obtain a business license to engage in business activities, based on the following shall be punished:

    (A) general business projects, business registration authorities in accordance with the 47th article of the Zhuhai Special economic zone and commercial Registration Ordinance shall be punished.

    (B) only permit approval of the project by the relevant administrative permit approval authority in accordance with article 48th of the Zhuhai Special economic zone and commercial Registration Ordinance shall be punished.

    (C) while engaged in general engaged in the project and approval items, by the business registration office and the administrative licensing examination and approval departments shall punish.

    Has legally obtained the business license, business and lack of administrative licensing items shall be obtained by the relevant administrative permit approval authority in accordance with article 48th of the Zhuhai Special economic zone and commercial Registration Ordinance shall be punished.

    63rd administrative licensing examination and approval departments should strengthen the construction of administrative law, standardize procedures, improve the system and to investigate and punish according to law to obtain operating administrative licensing of the project management.

    64th organs investigated and dealt with unlicensed commercial registration behavior, without authorization, subject to the approval of the parties permit projects should inform or transferred to the relevant administrative licensing examination and approval departments.

    About administrative licensing examination and approval departments, in dealing with undocumented behavior, unlicensed parties should be informed or transferred to the Department of commercial registration.

    65th in violation of the Zhuhai Special economic zone and commercial Registration Ordinance and this way, an application shall be filed without the record, by the business registration office a rectification; fails to mend, and will be punished according to law.

    66th in violation of the Zhuhai Special economic zone and commercial Registration Ordinance and these rules, submitted false materials or other fraudulent means to conceal the fact that commercial made for the record, by the business registration office withdraw the commercial records and shall be punished according to law.

    The tenth chapter by-laws

    67th by March 1, 2013 in the Zhuhai Special economic zone have obtain business licenses of commercial subjects, should be in accordance with the Zhuhai Special economic zone and commercial Registration Ordinance and the regulations, by February 28, 2014, to the registration authority for the renewal of business licenses.

    Commercial subjects for renewal of commercial license of specific measures shall be formulated and published by the business registration organ.

    68th before December 31, 2012 in the city registered company, branch or individual businesses, the renewal of commercial subject before business licenses, respectively, according to the annual inspection measures and the individual provisions of the licensing arrangements for enterprise annual inspection testing or individual testing photos.

    69th March 1, 2013, moved from the city of enterprise, when you apply for, register, shall, in accordance with the regulations, application for renewal of license business bodies.

    70th commercial registration of various types of instruments, material list and specification, developed by the commercial registration office.

    71st in the Zhuhai Special economic zone hengqin new business register Regulation provisions inconsistent with these measures, is subject to this approach.

    72nd Hong Kong S.A.R., and Macau S.A.R. Chinese citizens among the permanent residents of Taiwan residents to apply for individual industrial and commercial households and commercial register, in accordance with the relevant provisions of the State. 73rd these measures shall come into force on June 14, 2013, the Zhuhai Special economic zone measures on implementation of the Business Registration Ordinance (Zhu Fu [2013]14) repealed simultaneously.