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The State Administration for Industry and Commerce Interim Provisions on Registration Administration of Registered Capital of Companies Decree [1995] No.44 of the State Administration for Industry and Commerce December 18, 1995 Article 1 These Provisions are formulated for the purpose of strengthening registration administration of the registered capital of the company, Article 2 The company registration authority shall administer registration of the registered capital of the company in accordance with law. The company registration authority shall examine the registered capital of the company in accordance with law, administrative regulations, Article 3 The amount of the registered capital of the company, the method of capital contribution by shareholders or sponsors shall conform Article 4 The capital verification certificate submitted by a company in incorporation registration of the company or changing the registered Article 5 The capital verification certificate is composed of a capital verification report and appendices. The capital verification report Article 6 Where undertaking incorporation registration or changing the registered capital of the company, an application shall be proposed to Article 7 Where capital contribution in the registered capital is made in currency, shareholders shall deposit in full the amount of capital Opening, cancellation of the “special account” and transference of the fund in the “special account” shall be governed by the relevant Article 8 Where capital contribution in the registered capital is made in material objects, the method and time limit for transferring material Where for those of the material objects the procedures for registration of the change in ownership of the objects must be undertaken, Article 9 Where capital contribution in the registered capital is made in industrial property rights, the transferring registration of industrial Where capital contribution is made in patent and patentees are units of ownership by the whole people, the transfer of patent rights The company shall undertake the procedures for registration of the change in ownership of the industrial property rights within half Article 10 Where capital contribution in the registered capital is made in non-patented technology, the transfer of non-patented technology shall Within one month after the establishment of the said company, the owner of non-patented technology shall conclude a technology transfer Article 11 Where capital contribution in the registered capital is made in industrial property rights and non-patented technology and valued, Where the industrial property rights and non-patented technology belong to high and new technological achievements as provided for Article 12 Where capital contribution in the registered capital is made in land use rights, the transfer of land use rights shall be specified The capital contribution is made in allocated right to the use of the land, the user may use them as capital contribution only after The company shall undertake the procedures for registration of the land change within half a year after the establishment of the said Article 13 The capital contributions which must be appraised and valued as provided for by the Company Law must be appraised and valued by appraisal Article 14 A capital verification report for establishing a limited liability company shall specify the following particulars: (1) the name of the company; (2) the post_titles or names of the shareholders; (3) the amount and method of capital contributions by shareholders; (4) the depositary bank and the account No. of the special account; (5) the capital contributions having made by shareholders; (6) the appraisal results of material objects, industrial property rights, non-patented technology and land use rights as capital contributions (7) other items. Article 15 A capital verification report for establishing a joint stock limited company shall, in addition to the particulars specified in Article Article 16 A capital verification report shall attach the following documents: (1) the duplicate copies of the Enterprise Legal Person Business Licences of the capital verification institutions and assets appraisal (2) the registered capital input by the enterprise issued by the bank; (3) where making capital contributions in material objects, a detailed inventory of material objects transfer attached; (4) where making capital contributions in patent, the patent certificate and a duplicate of the Patent Register attached; (5) where making capital contributions in a registered trademark, the duplicate of the Trademark Registration Certificate attached; (6) where making capital contributions in land use rights, the certificate for the land use rights attached; (7) where making capital contributions in non-currency, the assets appraisal report and the confirmation letter for the appraisal result Article 17 A company intending to change its registered capital shall submit to the company registration authority the following documents: (1) the application for a change in the registered capital signed by the legal representative of the company; (2) the resolution of the shareholders’ meeting; (3) Where reducing the registered capital, the announcement for reducing the registered capital and the report for paying off the company’s (4) where changing the registered capital due to the merger or division of the company, the merger agreement, the division agreement or (5) where a joint stock limited company changes its registered capital due to the merger or division, the approval documents of the department (6) where a joint stock limited company increases its registered capital due to the issuing new shares, the approval documents of the (7) other documents as provided for by the law and administrative regulations. Article 18 Where a company increases its registered capital and makes capital contribution in non-currency, shareholders shall, after undertaking Article 19 Where a company changes its registered capital, the part increased in the registered capital or the reduced registered capital shall Article 20 A capital verification report on the change in the registered capital shall specify the following particulars: (1) the name of the company; (2) the post_titles or the names of shareholders; (3) the amount and method of the capital contributions by shareholders; (4) the amount of the original registered capital; (5) the amount of the registered capital after applying for a change; (6) the capital contributions of the newly increased registered capital; (7) the depositary bank and the account No.; (8) where reducing the registered capital, the company’s debt paying off shall be specified. Article 21 After incorporation of a limited liability company, the actual value amount of the material objects, industrial property rights, non-patented Where the property transfer procedures are not undertaken because transfer registration procedures for industrial property rights Article 22 The company registration authority, if finding the company’s registered Capital is untrue, may require the company to verify its capital Article 23 The shareholders or sponsors make contributions in non-currency and fail to submit reports for the record to the company registration Article 24 Where shareholders or sponsors fail to make contributions in accordance with the stipulations of the articles of associations of the Article 25 These Provisions shall be applicable to the registration administration of the registered capital of the enterprise with foreign investment, Article 26 The registration administration of registered capital of non- enterprises owned by the whole people established in accordance with Article 27 These Provisions shall enter into force as of March 1, 1996. |
The State Administration for Industry and Commerce
1995-12-18