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1994

RULES FOR THE IMPLEMENTATION OF THE TRADEMARK LAW

Category  INTELLECTUAL PROPERTY RIGHT Organ of Promulgation  The State Council Status of Effect  With An Amendment Existing
Date of Promulgation  1988-01-13 Effective Date  1988-01-13  


Rules for the Implementation of the Trademark  Law of the People’s Republic of China

Chapter I  General Provisions
Chapter II  Application for Trademark Registration
Chapter III  Examination of Trademark Registration
Chapter IV  Change, Assignment and Renewal of and Determination of
Chapter V  Administrative Control of the Use of Trademark
Chapter VI  Protection of the Right to Exclusive Use of a Registered
Chapter VII  Supplementary Provisions

(Approved by the State Council for amendments on January 3, 1988,

promulgated by the State Administration for Industry and Commerce on
January 13, 1988) (Editor’s Note: For the revised text, see Rules for
Implementation of the Trademark Law of the People’s Republic of China
promulgated on July 28, 1993)
Chapter I  General Provisions

    Article 1  These Rules are formulated in accordance with the provisions of
Article 42 of the Trademark Law of the People’s Republic of China (hereinafter
referred to as the “Trademark Law”).

    Article 2  An applicant for trademark registration must be an enterprise
or a self-employed industrialist or businessman that is registered in
accordance with the law and capable of independently undertaking civil
responsibilities and an institution having qualification of a legal person, or
a foreigner or foreign enterprise referred to in Article 9 of the Trademark
Law.

    Article 3  Any application for trademark registration, assignment of
registration, renewal of registration, change of name or address of the
registrant, replacement of certificate of trademark registration or other
related matters shall be examined and transmitted by a local administrative
department for industry and commerce above the county level of the place where
the applicant is located (hereinafter referred to as the “department for
examination and transmission”) or handled by an agency designated by the State
Administration for Industry and Commerce.

    Where a foreigner or foreign enterprise is to apply for trademark
registration in China or to deal with other trademark matters in China, the
application or matters shall be handled by an agency designated by the State
Administration for Industry and Commerce.

    Article 4  A fee must be paid according to relevant stipulations for an
application for trademark registration, assignment of registration, renewal of
registration, change of name or address of the registrant, replacement of
certificate of trademark registration, examination and other related matters.

    Article 5  The Trademark Office under the State Administration for
Industry and Commerce (hereinafter referred to as “the Trademark Office”)
shall establish and maintain the “Trademark Register” which shall record
registered trademarks and relevant registration matters.

    The Trademark Office shall edit and issue the “Trademark Gazette” which
shall announce trademark registrations and other related matters.

    Article 6  The names of administrative divisions above the county level
(county names included) and those of wellknown foreign localities may not be
used as trademarks.

    Those trademarks already registered and approved under the names mentioned
above shall continue to be valid.

    Article 7  Registered trademarks must be used on pharmaceuticals for human
use and tobacco products which have been prescribed by the State and
established by the State Administration for Industry and Commerce.

    The other goods on which registered trademarks are to be used according to
state prescriptions shall be published by the State Administration for
Industry and Commerce.

    Article 8  The State Administration for Industry and Commerce shall set up
the Trademark Review and Adjudication Board, which shall make final decisions
and rulings on matters submitted for reexamination in accordance with the
provisions of Articles 21,22,27 and 35 of the Trademark Law and of Article 23
of these Rules.
Chapter II  Application for Trademark Registration

    Article 9  A trademark registration shall be applied for separately
according to the class of goods as specified in the table for the
classification of goods. For each trademark registration, the applicant shall
submit to the Trademark Office an Application Form for Trademark Registration,
10 specimens of the trademark (in case of a specifically colored trademark
the specimens submitted must be coloured accordingly) and one copy of its
design in black and white.

    The specimens of the trademark must be clear, easy to stick and printed on
durable paper with a smooth finish or in form of photos. Their length or width
shall be no more than 10 centimetres and no less than 5 centimetres.

    Article 10  An application form for trademark registration and related
papers shall be filled out or written in pen and ink or writing brush and ink
or typed. The writing or typing shall be neat and clear.

    The name, stamp or seal of the applicant for trademark registration shall
be the same as those approved or registered. The reported goods shall not go
beyond the approved or registered scope of business. The designation of the
goods shall be filled in according to the table for the classification of
goods; if not listed in the tables, a description of the goods must be
attached.

    Article 11  In applying for trademark registration on pharmaceuticals for
human use, the license for Enterprises of Pharmaceutical Production or the
Licence for Enterprises of Pharmaceutical Management issued by the
administrative department for public health shall be attached to the
application.

    In applying for trademark registration on cigarettes, cigars or packed cut
tobacco, papers certifying production approval by the competent authorities
for tobacco of the State shall be attached to the application.

    In applying for trademark registration on other goods on which registered
trademarks are to be used according to the relevant state prescriptions,
papers certifying approval by the relevant competent departments shall be
attached to the applications.

    Article 12  The date of application for registration of a trademark shall
be the date of the receipt of the application form and related papers by the
Trademark Office. If the applicant has gone through all the necessary
application procedures and has filled out the application form and related
papers in accordance with the relevant stipulations, the application form
shall be numbered. If the applicant fails to go through the necessary
procedures and to fill out the application form and related papers in
accordance with relevant stipulations, the application form shall be returned
to the applicant, and no date of application shall be reserved.

    Article 13  If two or more applicants apply on the same day for
registration of the identical or a similar trademark for the same or similar
goods, they shall furnish, within a specified period notified by the Trademark
Office, proof of the dates on which they started using their respective
trademarks. If their use started on the same date, or none is yet in use,
the applicants shall settle the matter by consultations. If no agreement is
reached after 30 days of consultations, the Trademark Office shall determine
the matter.

    Article 14  In applying for trademark registration or handling other
trademark matters, a foreigner or foreign enterprises shall use the Chinese
language and issue a power of attorney for his(its) agent. The power of
attorney shall specify the scope of powers of the agent and the nationality of
the applicant.

    Procedures of notarization and authentication for power of attorney and
relevant certificates shall be completed in light of the principle of
reciprocity. Chinese translations shall be attached to the application form
filled out and related papers written in foreign languages.

    Article 15  The Trademark Office may entertain claims for priority in the
application for trademark registration. Specific procedures shall be followed,
as prescribed and promulgated by the State Administration for Industry and
Commerce.
Chapter III  Examination of Trademark Registration

    Article 16  The Trademark Office shall examine the applications which have
been numbered. A trademark that has been given preliminary examination and
approval shall be published in the Trademark Gazette. For a rejected
application, a written notification of rejection shall be issued to the
applicant, and a copy thereof sent to the department for examination and
transmission.

    Article 17  When a trademark application is rejected, the applicant may,
within 15 days after receiving the notification of rejection, send an
Application Form for Reexamination of Rejected Trademarks to the Trademark
Review and Adjudication Board to apply for a reexamination, with the original
Application Form for Trademark Registration, 10 specimens of the original
trademark, one copy of its design in black and white and the notification of
rejection attached as enclosure. A copy of the Application Form for
Reexamination shall also be sent to the department for examination and
transmission. The Trademark Review and Adjudication Board shall make a final
decision and notify the applicant in writing and a copy of the notification
shall also be sent to the department for examination and transmission. The
trademark which ought to be given preliminary examination and approval as a
result of the final decision shall be transferred to the Trademark Office for
handling.

    Article 18  In filing an opposition against a trademark that has been
given preliminary examination and approval and has been publicly announced by
the Trademark Office, the opponent shall send in duplicate a Trademark
Opposition Form to the Trademark Office. The Trademark Opposition Form shall
specify the issue number of the Trademark Gazette in which the opposed
trademark was announced, its page number as well as the number of the
preliminary examination and approval. The Trademark Office shall send the
Trademark Opposition Form to the applicant, who shall give a reply within a
specified period, and the Trademark Office shall determine the matter
according to the facts and reasons stated by the parties concerned. If no
reply is given within the time limit, the Trademark Office shall make a
decision on the matter.

    The Trademark Office shall notify, the parties concerned of the decision
made on the trademark opposition, and a copy of the notification shall be sent
to the department for examination and transmission.

    Article 19  If a party disagrees with the decision made by the Trademark
Office on the trademark opposition it may, within 15 days after receiving
notification of the decision, send in duplicate the Application Form for
Reexamination of Trademark Opposition to the Trademark Review and Adjudication
Board to apply for reexamination, and a copy of the Form must be sent to the
department for examination and transmission.

    The Trademark Review and Adjudication Board shall make a final decision,
notify the parties concerned in writing, send a copy of the notification to
the department, for examination and transmission and transfer the matter to
the Trademark Office.
Chapter IV  Change, Assignment and Renewal of and Determination of
Disputes over Registrated Trademarks

    Article 20  In applying for change of the name of a registrant, the
applicant shall file, for each trademark registered, an Application Form for
Change of Name of Registrant of a Registered Trademark and a Certificate of
Change of Name of Registrant with the Trademark Office and the original
Certificate of Trademark Registration shall be turned in therewith. After
examination and approval by the Trademark Office, the original Certificate of
Trademark Registration shall be returned with due notation, and the change
shall be announced publicly.

    In applying for change of the address of a registrant or other registered
matters, the applicant shall file, for each trademark registered, an
Application Form for Change of Address of Registrant of a Registered
Trademark or an Application Form for Change of Other Registered Matters, and a
Certificate of Change of Address of Registrant or a Certificate of Change of
Other Registered Matters with the Trademark Office, and the original
Certificate of Trademark Registration shall be turned in therewith. After
examination and approval by the Trademark Office, the original Certificate
of Trademark Registration shall be returned with due notation, and the change
shall be announced publicly.

    In applying for change of the name or address of a registrant, the
registrant shall go through the above formalities simultaneously for all its
(his) registered trademarks.

    Article 21  In applying for the assignment of registered trademarks, the
assignor shall file, for each registered trademark to be assigned, an
Application Form for Assignment of Registered Trademark with the Trademark
Office and the original Certificate of Trademark Registration shall be turned
in therewith. The matter shall be examined and transmitted by the department
for examination and transmission at the place where the assignee is located.
The assignee shall meet the requirements provided for in Article 2 of these
Rules. After examination and approval by the Trademark Office, the original
Certificate of Trademark Registration shall be given to the assignee with due
notation, and the assignment shall be publicly announced.

    In applying for the assignment of registered trademarks, the registrant
shall go through the above formalities simultaneously for all its (his)
identical or similar trademarks registered for the same or similar goods. When
the trademarks of the goods provided for in Article 7 of these Rules are to be
assigned, the assignee shall present the certificates issued by the competent
departments in accordance with the provisions of Article 11 of these Rules.

    Article 22  In applying for the renewal of trademark registration, the
applicant shall submit, for each trademark registered, an Application Form for
Renewal of Trademark Registration and five specimens of the trademark to the
Trademark Office, and the original Certificate of Trademark Registration shall
be turned in therewith. After examination and approval by the Trademark
Office, the original Certificate of Trademark Registration shall be returned
with due notation, and the renewal shall be publicly announced.

    Article 23  If a registrant disagrees with the rejection by the Trademark
Office of its (his) application for assignment or renewal, the registrant may,
within 15 days after receiving notification of rejection, send an Application
Form for Reexamination of Rejected Assignment or Application Form for
Reexamination of Rejected Renewal to the Trademark Review and Adjudication
Board for reexamination, with the original Application form for Assignment
of Registered Trademark or Application Form for Renewal of Trademark
Registration and the notification of rejection attached as enclosure.

    The Trademark Review and Adjudication Board shall make a final decision
and notify the registrant in writing and a copy of the notification shall be
sent to the department for examination and transmission. If the application
for registration assignment or renewal ought to be given examination and
approval as a result of the final decision, the matter shall be transferred to
the Trademark Office for handling.

    Article 24  If a registrant raises a dispute over a trademark that has
already been registered under the name of another registrant, the disputant
shall, within one year from the day the trademark was announced in the
Trademark Gazette, file in duplicate an Application Form for a Ruling of
Dispute over Trademarks with the Trademark Review and Adjudication Board for a
ruling.

    If a registered trademark in dispute is revoked as a result of the final
ruling of the Trademark Review and Adjudication Board, the Trademark Office
shall take over the matter, publicly announce the revocation and send a copy
of the notification of ruling to the department for examination and
transmission. The original registrant of the revoked trademarks shall, within
15 days after receiving the notification of the final ruling on the dispute,
surrender the original Certificate of Trademark Registration of the local
department for examination and transmission to be sent back to the Trademark
Office.

    Article 25  Any person may file an Application Form for the Final Ruling
Revoking an Inappropriately Registered Trademark with the Trademark Review
and Adjudication Board for a final ruling. The clause shall not include those
trademarks which were once in dispute but have been upheld by the ruling.

    If a trademark is thereby revoked by the final ruling of the Trademark
Review and Adjudication Board, the Trademark Office shall take over the
matter, publicly announce the revocation and send a copy of the notification
or ruling to the original department for examination and transmission. The
original registrant shall, within 15 days after receiving notification of the
final ruling on revocation, surrender the original Certificate of Trademark
Registration to the local department for examination and transmission to be
sent back to the Trademark Office.
Chapter V  Administrative Control of the Use of Trademark

    Article 26  A registered trademark shall be used with the indication in
characters “*” or with the mark * or *. If it is not convenient for a
commodity to bear such indication or mark, its packing or description and
its other attachments shall be so marked.(*: the Chinese form, for which,
see <FOREIGN-RELATED MATTERS>>, China Legal System Publishing House, July, 1991,
page 1181, Volume II — The Editor)

    Article 27  An application for replacement is required for a lost or
mutilated Certificate of Trademark Registration. The applicant shall file an
Application Form for Replacement of Certificate of Trademark Registration,
together with five specimens of the trademark, with the Trademark Office. In
case of the loss of a Certificate of Trademark Registration, it is necessary
to have a loss announcement carried in a newspaper at or above the provincial
level and a copy of the newspaper shall be sent to the Trademark Office. In
case of mutilation, the mutilated Certificate of Trademark Registration shall
be sent back to the Trademark Office.

    Article 28  In the event of any of the acts concerning the use of a
registered trademark as specified in Paragraphs (1), (2) and (3) of Article 30
of the Trademark Law, the administrative department for industry and commerce
shall order the registrant to rectify the situation within a specified period.
If the registrant refuses to rectify the situation, the local administrative
department for industry and commerce shall report the matter to the Trademark
Office for revocation of the registered trademark in question.

    Article 29  In the event of the act specified in Paragraph (4) of Article
30 of the Trademark Law, any person may apply to the Trademark Office for the
revocation of the registered trademark in question. The Trademark Office shall
notify the registrant and order the latter to afford proof of use within a
specified period. If no proof is afforded within the time limit or the proof
produced is invalid, the Trademark Office shall revoke the registered
trademark in question.

    The use of a trademark mentioned above implies also its use for
advertisement or exhibition.

    Article 30  An application for registration of a trademark to be used on
the same or similar goods and which is identical or similar to the trademark
revoked according to the provisions Article 29 of these Rules shall not be
restricted by the provisions of Article 32 of the Trademark Law.

    Article 31  In the event of any of the acts specified in Article 31 and
Paragraph (3) of Article 34 of the Trademark Law, the relevant administrative
department for industry and commerce shall order the registrant to rectify the
situation within a specified period. If the circumstances are serious, self-
examination shall be ordered, a notice on the case shall be circulated and a
fine of not more than 20% of the illegal volume of business or not more than
two times that of the illegal gains shall be imposed. Poisonous, harmful and
useless goods shall be destroyed, and the registered trademark used thereon
shall be revoked in accordance with the provisions of the Trademark Law.

    Article 32  In the event of any of the acts specified in Paragraphs (1)
and (2) of Article 34 of the Trademark Law and Article 6 of these Rules, the
relevant administrative department for industry and commerce shall prohibit the
advertising publicity, seal up or seize the remaining presentations of the
trademark, and order rectification of the situation within a specified period.
A notice on the case may be circulated, or a fine of not more than 20% of the
illegal volume of business may be imposed in addition, in accordance with
the circumstances.

    Article 33  In the event of a violation of the provisions of Article 5 of
the Trademark Law, the relevant administrative department of industry and
commerce shall prohibit the sale of the goods on the market, stop the
advertising publicity, seal up or seize the representations of the trademark,
and may, in accordance with the circumstances, impose concurrently a fine of
not more than 10% of the illegal volume of business.

    Article 34  No one shall be allowed to illegally manufacture, sell or buy
trademark representations. In the event of a violation of the above provisions,
the relevant administrative department for industry and commerce shall stop
the manufacturing or the sale, seize the trademark representations and may,
depending on circumstances, impose concurrently a fine of not more than 20%
of the illegal volume of business. In case where a registrant sells its own
trademark representations, the Trademark Office may revoke its registered
trademark. However, if the case is an infringement of the right to exclusive
use of a registered trademark, it shall be dealt with in accordance with the
provisions of Article 43 of these Rules.

    Article 35  If a registrant authorizes another person to use its
registered trademark, a trademark licensing contract must be concluded.

    The licensor shall, within a specified period, submit copies of the
trademark licensing contract to the local administrative department for
industry and commerce at the county level, which shall in turn transmit a copy
of the contract to the Trademark Office for the record.

    In the event of a violation of the above provisions, the relevant
administrative department for industry and commerce shall order the licensor
to rectify the situation within a specified period. In case of a refusal to
rectify the situation, the administrative department for industry and commerce
in the place where the licensor is located shall report the matter to the
Trademark Office for revocation of the licensor’s registered trademark and
seize the trademark representations.

    Article 36  If a registrant authorizes another person to use its registered
trademark, the licensee must meet the requirements provided for in Article 2
of these Rules.

    If a registrant authorizes another person to use the trademarks for those
goods listed in Article 7 of these Rules, the licensee’s due certification
issued by the relevant departments in accordance with the provisions of
Article 11 of these Rules shall be attached to the submitted copy of the
trademark licensing contract.

    Article 37  The Trademark Office shall notify the registrant in writing
if the decision is to revoke the registered trademark in accordance with the
provisions of Articles 30 and 31 of the Trademark Law and Articles 34 and 35
of these Rules, and a copy of the notification shall be sent to the original
department for examination and transmission. The latter shall recall the
Certificate of Trademark Registration and send it back to the Trademark Office.

    The Trademark Office shall publicly announce the revocation or
cancellation of the trademark.

    Article 38  In the event a registrant applies for the cancellation of its
registered trademark, an Application Form for Cancellation of Trademarks shall
be filed with the Trademark Office and the original Certificate of Trademark
Registration be returned.

    Article 39  If a registrant is not satisfied with the decision of the
Trademark Office to revoke its registered trademark, it shall, within 15 days
after receiving notification of revocation, file an Application Form for
Reexamination of Registered Trademark Revocation with the Trademark Review and
Adjudication Board for reexamination.

    The Trademark Review and Adjudication Board shall make a final decision
and notify the registrant in writing, and a copy of the notification shall be
sent to the original department for examination and transmission. If the
original revocation decision is cancelled as a result of the final decision,
the matter shall be transferred to the Trademark Office for handling.

    Article 40  If a party is not satisfied with a decision (that on
revocation of a registered trademark excepted) made by an administrative
department for industry and commerce in accordance with the provisions of
Articles 31,32,33,34 and 35 of these Rules, it may, within 15 days after
receiving the relevant notification, appeal to the administrative department
for industry and commerce at the next higher level for reexamination. The
administrative department for industry and commerce at the next higher level
shall make a decision after reexamination within 45 days after the receipt of
the appeal. If the party is not satisfied with the decision made after
reexamination concerning the fine party is not satisfied with the decision
made after reexamination concerning the fine made by the department at the
next higher level in accordance with the provisions of Articles 31,32,33 and
34 of these Rules, it may bring a suit in a people’s court within 15 days
after receiving notification of decision. If at the expiration of such a
period, the party has neither complied with the decision nor applied for
reexamination or brought a lawsuit, the relevant administrative department for
industry and commerce shall request the people’s court for enforced execution.
Chapter VI  Protection of the Right to Exclusive Use of a Registered
Trademark

    Article 41  Any of the following acts shall be an infringement of the
right to exclusive use of a registered trademark referred to in Paragraph (3)
of Article 38 of the Trademark Law:

    (1) marketing goods in a way infringing upon another person’s right to
exclusive use of a registered trademark;

    (2) using words and designs which are identical or similar to another
person’s registered trademark as the designation or decoration on the same
kind of goods or similar goods, and which may sufficiently mislead the public.

    (3) intentionally providing facilities for storage, transport, mailing or
concealing in favour of an infringement of another person’s right to exclusive
use of a registered trademark.

    Article 42  Where the right to exclusive use of a registered trademark is
infringed, any person may lodge a charge of the infringement with or report

REGULATIONS OF FINANCIAL INSTITUTIONS ON SPOT AND FORWARD FOREIGN CURRENCY TRANSACTIONS ON BEHALF OF CLIENTS

THE STATE COUNCIL’S OFFICIAL REPLY CONCERNING THE RENAMING OF THE FOREIGN ECONOMIC AND TRADE ARBITRATION COMMISSION AS THE CHINA INTERNATIONAL ECONOMIC AND TRADE ARBITRATION COMMISSION AND THE AMENDMENT OF ITS ARBITRATION RULES

SEVERAL PROVISIONS CONCERNING THE INVESTMENTS MADE BY THE VARIOUS PARTIES TO CHINESE-FOREIGN EQUITY JOINT VENTURES

Category  FOREIGN ECONOMIC RELATIONS AND TECHNOLOGICAL COOPERATION Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1988-01-01 Effective Date  1988-03-01  


Several Provisions Concerning the Investments Made by the Various Parties to Chinese-foreign Equity Joint Ventures



(Approved by the State Council on December 30, 1987, and promulgated by

the Ministry of Foreign Economic Relations and Trade and the State
Administration for Industry and Commerce on January 1, 1988) (Editor’s note:
Supplementary provisions have been added to these Provisions. For the details,
see the Supplementary Provisions to Several Provisions Concerning the
Investments Made by the Various Parties to Chinese-Foreign Equity Joint
Ventures, approved by the State Council on September 2, 1997 and promulgated
by the Ministry of Foreign Trade and Economic Cooperation and the State
Administration for Industry and Commerce on September 29, 1997)

    Article 1  These Provisions are formulated in accordance with the
Law of the People’s Republic of China on Chinese-Foreign Equity Joint
Ventures and other pertinent laws and regulations in order to protect the
lawful rights and interests of the various parties to Chinese-foreign equity
joint ventures (hereinafter referred to as the “joint ventures”), and to
maintain the social economic order.

    Article 2  The investments contributed by the various parties to a
joint venture in accordance with the stipulations of the contract of the said
joint venture must be the cash owned by the parties themselves as well as the
physical goods, the industrial property rights, the proprietary technology and
etc. that are owned by the parties themselves and have not been used to
establish any security interests.

    In cases where physical goods, industrial property rights and proprietary
technology are used as investments at the evaluated price, the investor shall
present valid documents attesting their proprietary rights and their right of
disposal.

    Article 3  No party to a joint venture may use the loans, rented equipment
or other assets it has obtained in the name of the joint venture, or the
assets of persons other than the parties as its own investment contribution to
the joint venture; nor may it use the assets or rights and interests of the
joint venture, or the assets or rights and interests of the other parties
to the joint venture as the warranty for its investment contribution to the
joint venture.

    Article 4  The various parties to a joint venture shall set the time
limit in their joint venture contract for paying up their respective
investment contributions to the joint venture, and they shall pay fully their
respective investment contributions within the time limit stipulated in the
joint venture contract. The investment contribution certificates issued by the
joint venture in accordance with the pertinent stipulations shall be submitted
to the original examining and approving authorities and the relevant
administrative department for industry and commerce for the record.

    If the joint venture contract stipulates that investment contributions
shall be paid up in one lump, the various parties to the said joint venture
shall make the full payment of their respective investment contributions
within six months from the date the business licence is signed and issued.

    If the joint venture contract stipulates that investments shall be paid
by instalments, the first instalment paid by the various parties shall not be
less than 15% of the total amount of their respective investment contributions
and be paid within three months as of the date the business licence is signed
and issued.

    Article 5  In the event that the various parties to a joint venture fail
to make the full payment of their respective investment contributions within
the time limit prescribed in Article 4, the joint venture shall be considered
to be dissolved of its own accord, and the approval certificate for the joint
venture shall automatically cease to be effective. The joint venture shall go
through the procedures for cancellation of registration with the
administrative department for industry and commerce, and hand in its business
licence for cancellation; if a joint venture fails to go through the
procedures for cancellation of registration or to hand in its business licence
for cancellation, the administrative department for industry and commerce
shall revoke its business licence and announce this publicly.

    Article 6  After the various parties to a joint venture have paid the
first instalment of their respective investment contributions, if they fail to
pay or to pay fully any of the remaining instalments three months beyond the
deadline as stipulated in the joint venture contract, the administrative
department for industry and commerce shall, in conjunction with the original
examining and approving authorities, issue a notice to the various parties to
the said joint venture, enjoining them to pay the full amount due within one
month.

    In the event that the various parties to the said joint venture still fail
to make the full payment of their respective investment contributions in
accordance with the time limit prescribed in the notice mentioned in the
preceding paragraph, the original examining and approving authorities have the
right to revoke the approval certificate for the said joint venture. After the
approval certificate has been revoked, the said joint venture shall go through
the procedures for cancellation of registration with the administrative
department for industry and commerce, hand in its business licence for
cancellation, and settle claims and debts. If it fails to go through the
procedures for cancellation of registration or to hand in its business licence
for cancellation, the administrative department for industry and commerce has
the right to revoke its business licence and to announce this publicly.

    Article 7  The failure of one of the parties to a joint venture to make
the payment, or the full payment, of its investment contribution on time in
accordance with the stipulations of the joint venture contract constitutes a
breach of the contract. The observant party (parties) shall urge the
defaulting party to make the payment, or the full payment, of its investment
contribution within one month. If the defaulting party still fails to do so
before the deadline, this shall be considered as the abandonment by the
defaulting party of all its rights as stipulated in the joint venture contract
and its withdrawal from the joint venture of its own accord. The observant
party (parties) shall, within one month from the date when the defaulting
party’s prescribed payment is overdue, make an application to the original
examining and approving authorities for the approval to dissolve the said
joint venture, or for the approval to find another joint venture party to
assume the defaulting party’s rights and obligations as stipulated in the
joint venture contract. The observant party (parties) may, according to law,
claim compensation from the defaulting party for the economic losses caused by
the latter’s failure to make the payment, or the full payment, of its
investment contribution.

    If the defaulting party mentioned in the preceding paragraph has paid
part of its prescribed investment contribution, this part of investment
payment shall be liquidated by the joint venture.

    In the event that the observant party (parties) fails (fail) to make an
application to the original examining and approving authorities, in accordance
with the provisions of the first paragraph of this Article, for the approval
to dissolve the joint venture, or for the approval to find another joint
venture party, the examining and approving authorities have the right to
revoke the approval certificate issued to that joint venture. After the
approval certificate has been revoked, the said joint venture shall go through
the procedures for cancellation of registration with the administrative
department for industry and commerce, and hand in its business licence for
cancellation; if it fails to go through the procedures for registration
cancellation or to hand in its business licence for cancellation, the
administrative department for industry and commerce has the right to revoke
its business licence and to announce this publicly.

    Article 8  With respect to any joint venture which obtained its business
licence before the date these Provisions become effective, if the various
parties or any one of these parties have (has) failed to make the payment of
the respective investment contributions in accordance with the time limits
stipulated in the joint venture contract, they (it) shall, within two months
as of the date these Provisions become effective, make the full payment of the
prescribed investment contributions in accordance with the provisions of the
contract.

    In the event that the various parties or any one of the parties still
fail(s) to make the full payment of the respective investment contributions
within the time limit prescribed in the preceding paragraph, the case may be
handled in accordance with the provisions in Article 5 through Article 7 of
these Provisions.

    Article 9  With respect to any joint venture which obtained its business
licence before the date these Provisions become effective, if the various
parties to that joint venture have not stipulated in their joint venture
contract the respective time limits for making their respective investment
contributions, and they have not made the full payment, the various parties
shall, within two months as of the date these Provisions become effective and
in accordance with these Provisions, conclude and sign a supplementary
agreement to their joint venture contract prescribing the time limits for the
various parties to the joint venture to make the payment of their respective
investment contributions, and submit this supplementary agreement to the
original examining and approving authorities for examination and approval;
after they have obtained the approval, they shall submit their case to the
administrative department for industry and commerce for the record.

    In the event that a joint venture mentioned in the preceding paragraph
fails to establish itself or to start its operations after six full months
since the date of the issuance of its business licence owing to the failure of
its various parties to conclude and sign a supplementary agreement to their
joint venture contract within two month prescribed in the preceding paragraph,
prescribing the time limits for making their respective investment
payments, and the failure to pay full their respective investment
contributions, the original examining and approving authorities have the right
to revoke the approval certificate issued to that joint venture. After the
approval certificate has been revoked, the said joint venture shall go through
the procedures for cancellation of registration with the administrative
department for industry and commerce, and hand in its business licence for
cancellation. If the said joint venture fails to go through the procedures for
cancellation of registration or to hand in its business licence for
cancellation, the administrative department for industry and commerce has the
right to revoke its business licence and to announce this publicly.

    Article 10  The investment payment made by the various parties to a
Chinese-foreign contractual joint venture shall be handled with reference to
these Provisions.

    Article 11  These Provisions shall go into effect as of March 1, 1988.





AMENDMENT TO THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA 1988

Amendment to the Constitution of the People’s Republic of China

(Adopted at the First Session of the Seventh National People’s Congress and promulgated for implementation by the
Announcement of the National People’s Congress on April 12, 1988) 

Article 1  In Article 11 of the Constitution is added a new paragraph, which reads, “The State permits the private sector of
the economy to exist and develop within the limits prescribed by law. The private sector of the economy is a complement to the socialist
public economy. The State protects the lawful rights and interests of the private sector of the economy, and exercises guidance,
supervision and control over the private sector of the economy.” 

Article 2  The fourth paragraph of Article 10 of the Constitution, which reads, “No organization or individual may appropriate,
buy, sell or lease land or otherwise engage in the transfer of land by unlawful means”, is revised to read, “No organization or individual
may appropriate, buy, sell or otherwise engage in the transfer of land by unlawful means. The right to the use of land may be transferred
according to law.”

Notice: All Rights Reserved to the Legislative Affairs Commission of the Standing Committee of the National People’s Congress.






THE STATE COUNCIL’S OFFICIAL REPLY CONCERNING THE RENAMING OF THE MARITIME ARBITRATION COMMISSION AS THE CHINA MARITIME ARBITRATION COMMISSION AND THE AMENDMENT OF ITS ARBITRATION RULES

THE INTERIM REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA GOVERNING LAND USE TAX ON CITIES AND TOWNS

State Council

Order of the State Council of the People’s Republic of China

No. 17

The Interim Regulations of the People’s Republic of China Governing Land Use Tax on Cities and Towns, which was adopted at the twelfth
executive meeting of the State Council on July 12, 1988, are hereby promulgated and shall be implemented as of November 1, 1988.

Premier, Li Peng

September 27, 1988

The Interim Regulations of the People’s Republic of China Governing Land Use Tax on Cities and Towns

Article 1 .

These Regulations are formulated with the view to rationalizing the use of land in cities and towns, to regulating the income from
grades difference of the land, to improving efficiency and profit by use of the land and to strengthening the land management.

Article 2 .

Units and individuals which use land within the boundaries of cities, county towns, towns/bases operated under an organizational system
and industrial and mining districts shall be the obligatory payers of tax (hereinafter referred to as taxpayers) for land used within
cities and towns (hereinafter referred to as land use tax) and shall pay land use tax in accordance with provisions of these Regulations.

Article 3 .

Calculation of land use tax shall be based on the actual area of land took up by the taxpayer and shall be levied in accordance with
the stipulated tax rate.

The work of organizing and measuring the taking up area of land as referred to above shall be determined by the people’s government
of province , autonomous region or municipalities directly under the Central Government in accordance with the actual circumstances.

Article 4 .

The annual tax rates of land use tax for per square meter shall be as follows:

(1)

RMB 0.5 yuan to 10 yuan in large cities;

(2)

RMB 0.4 yuan to 8 yuan in medium cities;

(3)

RMB 0.3 yuan to 6 yuan in small cities;

(4)

RMB 0.2 yuan to 4 yuan in county towns, towns/bases operated under an organizational system and industrial and mining districts.

Article 5 .

Based on conditions such as the circumstance of municipal construction and the degree of economic prosperity and etc., the people’s
governments of provinces , autonomous regions and municipalities directly under the Central Government shall determine the appropriate
tax rate ranges for the districts under their jurisdiction within the range of tax rates listed above.

The people’s governments of cities and counties shall divide the land in their district into certain grades based on the actual
circumstances and shall, within the tax rate ranges determined by the people’s governments of provinces , autonomous regions and
municipalities directly under the Central Government , formulate corresponding appropriate tax rate standards, and submit to the
people’s government of provinces , autonomous regions or municipalities directly under the Central Government for approval and
implementation.

Subject to approval by the people’s governments of provinces , autonomous regions or municipalities directly under the Central Government
, the land use tax rate standard levied in economically backward districts may be reduced appropriated, but shall not be lowered
to exceed 30% of the minimum tax rate stipulated in Article 4 of these Regulations. The land use tax rate standard levied in economically
developed districts may be raised appropriately, but the amount shall first be approved by the Ministry of Finance.

Article 6 .

Land use tax shall be exempted on the following types of land:

(1)

the land for self use by State organs, people’s organizations and the armed forces;

(2)

the land for self use by units which their expenditures are allocated and funded by the State’s finance departments;

(3)

the land for self use by religious temples and shrines, parks and places of historic interest and scenic spots ;

(4)

the land for public use , such as municipal streets, public squares and areas of greenery and etc.;

(5)

the land for production use directly used in the agricultural, forestry, pastoral and fishery industries;

(6)

in the case of land whose reclamation from the sea or transformation from wasteland was approved, land use tax shall be exempted for
5 to 10 years from the month beginning to use;

(7)

the land used for facilities on energy resources, transportation, and water conservancy, and other uses which the Ministry of Finance
has exempted from tax in other provisions. .

Article 7 .

In addition to cases provided for under the provisions of Article 6 of these Regulations, a taxpayer who has genuine difficulty paying
the prescribed land use tax may request a reduction of or exemption from the tax on a periodic basis After the tax organ of provinces,
autonomous regions or municipalities directly under the Central Government has examined and verified the circumstances of the case,
the details shall be submitted to the State Taxation Bureau for approval.

Article 8 .

Land use tax shall be calculated annually and paid by installments. The time limit for payments shall be determined by the people’s
governments of provinces , autonomous regions or municipalities directly under the Central Government. .

Article 9 .

For newly requisitioned land, the land use tax shall be paid in accordance with the following provisions:

(1)

if cultivated land is requisitioned, the land use tax shall be levied one year after the date on which approval to expropriate the
land is given.

(2)

if non-cultivated land is requisitioned, land use tax shall be levied from the month after approval to expropriate the land is given.

Article 10 .

Land use tax shall be collected by the local tax organ in the area where the land is located. Land management organs shall provide
the information of land use rights to the local tax organs where the land is located.

Article 11 .

Administration of the levying of land use tax shall be handled in accordance with the provisions of the Interim Regulations of the
People’s Republic of China governing Administration of the Levying and Collection of Taxes.

Article 12 .

Income from the land use tax shall bring into financial budget administration.

Article 13 .

The Ministry of Finance shall be responsible for interpreting these Regulations. Implementing measures shall be formulated by the
people’s governments of provinces, autonomous regions and municipalities directly under the central government and the details shall
be submitted to the Ministry of Finance for archival file.

Article 14 .

These Regulations shall take effect from November 1,1988 and the land use fee measures formulated by all localities shall be suspended
simultaneously.



 
State Council
1988-09-27

 






STANDARDIZATION LAW

Category  TECHNOLOGICAL CONTROL Organ of Promulgation  The Standing Committee of the National People’s Congress Status of Effect  In Force
Date of Promulgation  1988-12-29 Effective Date  1989-04-01  


Standardization Law of the People’s Republic of China

Contents
Chapter I  General Provisions
Chapter II  Formulation of Standards
Chapter III  Implementation of Standards
Chapter IV  Legal Responsibility
Chapter V  Supplementary Provisions

(Adopted at the Fifth Meeting of the Standing Committee of the Seventh

National People’s Congress on December 29, 1988, promulgated by Order No. 11
of the President of the People’s Republic of China on December 29, 1988, and
effective as of April 1, 1989)
Contents

    Chapter I    General Provisions

    Chapter II   Formulation of Standards

    Chapter III  Implementation of Standards

    Chapter IV   Legal Responsibility

    Chapter V    Supplementary Provisions
Chapter I  General Provisions

    Article 1  This Law is formulated with a view to developing the socialist
commodity economy, promoting technical progress, improving product quality,
increasing social and economic benefits, safeguarding the interests of the
State and the people and suiting standardization to the needs in socialist
modernization and in the development of economic relations with foreign
countries.

    Article 2  Standards shall be formulated for the following technical
requirements that need to be unified:

    (1) the varieties, specifications, quality and grades of industrial
products as well as the safety and sanitary requirements for them;

    (2) the design, production, inspection, packing, storage, transportation
and methods of operation of industrial products as well as the safety and
sanitary requirements for them in the process of production, storage and
transportation;

    (3) technical requirements and testing methods related to environmental
protection;

    (4) the designs, construction procedure and safety requirements for
construction projects; and

    (5) technical terms, symbols, code names and drawing methods related to
industrial production, project construction and environmental protection.

    Major agricultural products and other items that need to be standardized
shall be designated by the State Council.

    Article 3  The tasks of standardization shall include the formulation of
standards and organization of and supervision over the implementation of the
standards.

    Standardization shall be incorporated in the plan for national economic
and social development.

    Article 4  The State shall encourage the active adoption of international
standards.

    Article 5   The department of standardization administration under the
State Council shall be in charge of the unified administration of
standardization throughout the country. Competent administrative authorities
under the State Council shall, in line with their respective functions, be
in charge of standardization in their respective departments and trades.

    The departments of standardization administration of provinces, autonomous
regions and municipalities directly under the Central Government shall be in
charge of the unified administration of standardization within their
respective administrative areas. Competent administrative authorities under
the governments of provinces, autonomous regions and municipalities directly
under the Central Government shall, in line with their respective functions,
be in charge of standardization in their respective departments and trades
within their respective administrative areas.

    The standardization administration departments and the competent
administrative authorities of cities and counties shall, in line with their
respective functions as assigned by the governments of provinces, autonomous
regions and municipalities directly under the Central Government, be in charge
of standardization within their respective administrative areas.
Chapter II  Formulation of Standards

    Article 6  National standards shall be formulated for the technical
requirements that need to be unified nationwide. National standards shall be
formulated by the department of standardization administration under the State
Council. Where, in the absence of national standards, technical requirements
for a certain trade need to be unified, trade standards may be formulated.
Trade standards shall be formulated by competent administrative authorities
under the State Council and reported to the department of standardization
administration under the State Council for the record, and shall be annulled
on publication of the national standards. Where, in the absence of both
national and trade standards, safety and sanitary requirements for industrial
products need to be unified within a province, an autonomous region or a
municipality directly, under the Central Government, local standards may be
formulated. Local standards shall be formulated by departments of
standardization administration of provinces, autonomous regions and
municipalities directly under the Central Government and reported to the
department of standardization administration and the competent
administrative authorities under the State Council for the record, and shall
be annulled on publication of the national or trade standards.

    Where, in the absence of both national and trade standards for products
manufactured by an enterprise, standards for the enterprise shall be
formulated to serve as the criteria for the organization of production. An
enterprise’s standards for its products shall be reported to the
standardization administration department and the competent administrative
authorities under the local government for the record. Where national or
trade standards have been formulated, the State shall encourage enterprises
to formulate their enterprise standards, which are more stringent than the
national or trade standards, to be used in these enterprises.

    Where the formulation of standards is otherwise provided for by law, such
legal provisions shall be complied with.

    Article 7  National standards and trade standards shall be classified
into compulsory standards and voluntary standards. Those for safeguarding
human health and ensuring the safety of the person and of property and those
for compulsory execution as prescribed by the laws and administrative rules
and regulations shall be compulsory standards, the others shall be voluntary
standards.

    The local standards formulated by standardization administration
departments of provinces, autonomous regions and municipalities directly
under the Central Government for the safety and sanitary requirements of
industrial products shall be compulsory standards within their respective
administrative area.

    Article 8  The formulation of standards shall be conducive to ensuring
safety and the people’s health, safeguarding consumer interests and
protecting the environment.

    Article 9  The standards to be formulated shall be conducive to a
rational use of the country’s resources, a wider utilization of scientific
and technological gains and the enhancement of economic returns, conform to
operation instructions, increase the universality and interchangeability of
products, and be technologically advanced and economically rational.

    Article 10  The standards to be formulated shall be coordinated with and
supported by related standards.

    Article 11  The standards to be formulated shall help promote economic
and technological cooperation with foreign countries and foreign trade.

    Article 12  The roles of trade associations, scientific research
institutions and academic organizations shall be brought into play in the
formulation of standards.

    A department engaged in the formulation of standards shall organize a
committee on standardization technology composed of specialists, which shall
be responsible for the drafting of the standards and shall participate in the
examination of the draft standards.

    Article 13  After the standards come into force, the department that
formulated them shall, in the light of scientific and technological
developments and the needs in economic construction, make timely reviews of
the current standards to determine if they are to remain effective or are to
be revised or annulled.
Chapter III  Implementation of Standards

    Article 14  Compulsory standards must be complied with. It shall be
prohibited to produce, sell or import products that are not up to the
compulsory standards. With regard to voluntary standards, the State shall
encourage their adoption by enterprises on an optional basis.

    Article 15  With respect to products for which national or trade standards
have been formulated enterprises may apply to the standardization
administration department under the State Council or agencies authorized by
the same department for product quality authentication. For products which
are authenticated to conform to the standards, certificates shall be issued
by the department that made the authentication and the use of the prescribed
authentication marks shall be permitted on such products and the packing
thereof.

    If products for which authentication certificates have been granted do
not conform to national or trade standards, or if products have not undergone
authentication or found not up to the standards after the authentication
proceedings, no authentic marks shall be permitted for use on such products
leaving factories for sale.

    Article 16  Technical requirements for export products shall comply with
contractual provisions.

    Article 17  The development of new products, improvement of products
or technical renovation by an enterprise shall conform to standardization
requirements.

    Article 18  Departments of standardization administration under
governments at or above the county level shall be responsible for supervision
over and inspection of the implementation of the standards.

    Article 19  Departments of standardization administration under
governments at or above the county level may, in accordance with needs,
establish inspection organizations or authorize inspection organizations of
other units to examine whether products conform to the standards. Where the
laws and administrative rules and regulations provide otherwise on inspection
organizations, such provisions shall apply.

    Disputes over whether a product conforms to the standards shall be
handled in accordance with the inspection data provided by the inspection
organizations as specified in the preceding paragraph.
Chapter IV  Legal Responsibility

    Article 20  Whoever produces, sells or imports products that do not
conform to the compulsory standards shall be dealt with according to law by
the competent administrative authorities as prescribed by the laws and
administrative rules and regulations. In the absence of such prescriptions,
his products and unlawful proceeds shall be confiscated and he shall be
concurrently fined by the administrative authorities for industry and
commerce; where serious consequences are caused and crimes are constituted,
the person directly responsible shall be investigated for criminal
responsibility in accordance with the law.

    Article 21  Where authentication marks are used on products leaving a
factory for sale, for which authentication certificates have been issued but
which do not conform to national or trade standards, the enterprise concerned
shall be ordered by the department of standardization administration to stop
the sale and shall be fined concurrently; where the circumstances are serious,
the authentication certificates shall be revoked by the department that made
the authentication.

    Article 22  Whoever uses authentication marks, without authorization,
on products leaving a factory for sale, which have not undergone
authentication or have been found not up to the standards after the
authentication proceedings, shall be ordered by the department of
standardization administration to stop the sale and shall concurrently be
fined.

    Article 23  A party which refuses to accept the punishment of
confiscation of its products and of its unlawful proceeds and a fine may,
within 15 days of receiving the penalty notice, apply for reconsideration to
the office immediately above the one that made the punishment decision; a
party which refuses to obey the reconsideration decision may, within 15 days
of receiving the reconsideration decision, bring a suit before a people’s
court. The party also may, within 15 days of receiving the penalty notice,
directly bring a suit before a people’s court. If a party neither applies
for reconsideration nor brings a suit before a people’s court within the
prescribed time nor complies with the punishment decision, the office that
made the punishment decision shall apply to a people’s court for compulsory
execution.

    Article 24  Personnel responsible for the supervision, inspection and
administration of standardization who violate the law or neglect their
duties, or are engaged in malpractices for personal gains, shall be given
disciplinary sanctions; where crimes are constituted, their criminal
responsibility shall be investigated in accordance with the law.
Chapter V  Supplementary Provisions

    Article 25  Rules for the implementation of this Law shall be formulated
by the State Council.

    Article 26  This Law shall go into effect as of April 1, 1989.

                                                                                  





CONSITUTION AMENDMENT

Amendment to the Constitution of the People’s Republic of China

     (Effective Date:1988.04.12–Ineffective Date:)

AMENDMENT TO THE CONSTITUTION OF THE PEOPLE’S REPUBLIC OF CHINA

(Adopted at the First Session of the Seventh National People’s Congress on April 12, 1988)

   Article 1. Article 11 of the Constitution shall include a new paragraph which reads: “The state permits the private sector of the economy to
exist and develop within the limits prescribed by law. The private sector of the economy is a complement to the socialist public
economy. The state protects the lawful rights and interests of the private sector of the economy, and exercises guidance, supervision
and control over the private sector of the economy.”

   Article 2. The fourth paragraph of Article 10 of the Constitution, which provides that ” no organization or individual may appropriate, buy,
sell or lease land or otherwise engage in the transfer of land by unlawful means,” shall be amended as: ” No organization or individual
may appropriate, buy, sell or otherwise engage in the transfer of land by unlawful means. The right to the use of land may be transferred
according to law.”

    





REGULATIONS FOR CONTROLLING THE REGISTRATION OF ENTERPRISES AS LEGAL PERSONS

Category  ADMINISTRATION FOR INDUSTRY AND COMMERCE Organ of Promulgation  The State Council Status of Effect  In Force
Date of Promulgation  1988-06-03 Effective Date  1988-07-01  


Regulations of the People’s Republic of China for Controlling the Registration of Enterprises As Legal Persons

Chapter I  General Provisions
Chapter II  Registration Authorities
Chapter III  Conditions for Registration and Entities to Apply for
Chapter IV  Items of Registration
Chapter V  Registration for Starting Operations
Chapter VI  Changes in Registration
Chapter VII  Cancellation of Registration
Chapter VIII  Announcement, Annual Check-up and Control of Certificates
Chapter IX Control of the Registration of Business Operations by
Chapter X  Supervision and Control
Chapter XI  Supplementary Provisions

(Adopted by the Fourth Executive Meeting of the State Council on May

13, 1988, promulgated by Decree No. 1 of the State Council of the People’s
Republic of China on June 3, 1988, and effective as of July 1, 1988)
Chapter I  General Provisions

    Article 1  In accordance with relevant provisions of the General Principles
of the Civil Law of the People’s Republic of China, the present Regulations
are formulated with a view to establishing a system for controlling the
registration of enterprises as legal persons, confirming their status as such,
safeguarding their legitimate rights and interests, stamping out illegal
business operations, and preserving social and economic order.

    Article 2  Any of the following enterprises which are qualified as legal
persons shall register as such in accordance with the relevant provisions of
the present Regulations:

    (1) enterprises owned by the whole people;

    (2) enterprises under collective ownership;

    (3) jointly operated enterprises;

    (4) Chinese-foreign equity joint ventures, Chinese-foreign contractual
joint ventures and foreign-capital enterprises established within the territory
of the People’s Republic of China;

    (5) privately operated enterprises;

    (6) other enterprises required by the law to register as legal persons.

    Article 3  Those enterprises applying for registration as legal persons
shall be given Business Licenses for Enterprises as Legal Persons and the
status of legal persons when their applications for registration have been
examined and approved by the authorities in charge of the registration of
enterprises as legal persons and their legitimate rights and interests shall
be protected by laws of the State.

    Those enterprises, which are required by law to register as legal persons
but which have not gone through the procedures of examination and approval
registration by the authorities in charge of the registration of enterprises
as legal persons, shall not be allowed to engage in business operations.
Chapter II  Registration Authorities

    Article 4  The authorities in charge of the registration of enterprises as
legal persons (hereinafter referred to as the registration authorities) are
the State Administration for Industry and Commerce and administrative
departments for industry and commerce at various levels. Registration
authorities at various levels shall perform their functions according to law
under the leadership of higher registration authorities and be free from
unlawful interference.

    Article 5  The registration of national corporations, enterprise groups
and corporations handling import-export business set up with the approval of
the State Council or departments authorized by the State Council shall be
examined and approved by the State Administration for Industry and Commerce.
The registration of Chinese-foreign equity joint ventures, Chinese-foreign
contractual joint ventures and foreign-capital enterprises shall be examined
and approved by the State Administration for Industry and Commerce or by local
administrative departments for industry and commerce authorized by the State
Administration for Industry and Commerce.

    The registration of son (or branch) companies of national corporations,
enterprises, enterprise groups or companies handling import-export trade
established with the approval of the people’s governments of provinces,
autonomous regions or municipalities directly under the Central Government or
departments authorized by them shall be examined and approved by the
administrative departments for industry and commerce of the provinces,
autonomous regions and municipalities directly under the Central Government.

    The registration of other enterprises shall be examined and approved by
the administrative departments for industry and commerce of the cities or
counties (districts) where the enterprises are located.

    Article 6  Registration authorities at various levels shall institute a
file of the registration of enterprises as legal persons and a system for
tabulating statistics relating to such registration, and collect basic
information about the registration of enterprises as legal persons so as to
serve the development of a planned commodity economy.

    Registration authorities shall offer, in a planned manner and according to
the needs of society, the service of providing the public with data about the
registration of enterprises as legal persons.
Chapter III  Conditions for Registration and Entities to Apply for
Registration

    Article 7  Entities applying for registration as enterprises as legal
persons must satisfy the following conditions, i.e. having:

    (1) name, organization and articles of association;

    (2) fixed sites for business operations and essential facilities;

    (3) funds and employees in conformity with State regulations and in line
with their scale of production, operation or service;

    (4) ability to bear civil liabilities independently;

    (5) a scope of business in conformity with the provisions of the relevant
laws, regulations and policies of the State.

    Article 8  The application of an enterprise for registration as a legal
person shall be filed by the person responsible for establishing the
enterprise.

    The registration as a legal person of a jointly operated enterprise which
bears civil labilities independently shall be applied for by the person
responsible for initiating the said enterprise.
Chapter IV  Items of Registration

    Article 9  The major items to be registered for an enterprise as a legal
person are: name, residence, site for business operation, legal representative,
economic nature, scope of business, mode of operation, registered capital,
number of employees, duration of operation and subdivisions.

    Article 10  An enterprise as a legal person shall use only one name. The
name to be used by the enterprise as a legal person in its application for
registration shall be examined by the registration authorities and, after it
is approved and registered, the enterprise as a legal person shall enjoy the
right to the exclusive use of the registered name within a definite limit.

    Those who apply for establishing Chinese-foreign equity joint ventures,
Chinese-foreign contractual joint ventures or foreign-capital enterprises
shall apply to the registration authorities for registering the names of the
enterprises before their contracts and articles of association are examined
and approved.

    Article 11  The legal representative of an enterprise as a legal person,
which has been registered after examination and approval by a registration
authority, shall be the signatory who exercises functions and powers on behalf
of the enterprise. The signature of the legal representative shall be
submitted to the registration authority for the record.

    Article 12  The registered capital of an enterprise as a legal person
represents the total value of the property the State entrusts to it for
operation and management or that of the property owned by the enterprise
itself.

    When an enterprise as a legal person registers for starting operations,
the discrepancy between the sum of capital it applies for registration and the
sum of capital it actually possesses shall be handled in accordance with
specific regulations of the State.

    Article 13  The scope of business of an enterprise as a legal person shall
be in harmony, with its capital, sites, equipment, employees and technical
force. It may focus on one line of business as its main operation while
engaging in other operations simultaneously in accordance with relevant
regulations of the State. An enterprise as a legal person shall engage in
operations within the scope of business as approved in registration.
Chapter V  Registration for Starting Operations

    Article 14  An enterprise as a legal person shall apply to a registration
authority for registration for starting operations within 30 days after the
approval of the department in charge of it or that of an authority for
examination and approval. For an enterprise which does not have a department
in charge or authority for examination and approval, its application for
registration for starting operations shall be examined by a registration
authority. The registration authority shall make a decision of approval or
disapproval of the application for registration within 30 days after receiving
it.

    Article 15  An enterprise as a legal person shall submit the following
papers when applying for registration for starting operations:

    (1) an application for registration signed by the person responsible for
its establishment;

    (2) the document of approval issued by the department in charge or the
authority for examination and approval;

    (3) its articles of association;

    (4) a certificate of its creditworthiness, a certificate of the
verification of its capital or a guarantee for its capital;

    (5) a certificate of the identity of the principal responsible person of
the enterprise;

    (6) a certificate of the right to use the residence and site for operation;

    (7) other relevant papers and certificates.

    Article 16  When the application filed by an entity for starting
operations as an enterprise as a legal person has been examined and approved
by a registration authority and a Business Licenses for Enterprises as a Legal
Person is received, the enterprise shall be considered as established. The
enterprises as a legal person may henceforth have its official seal made, open
a bank account, sign contracts and conduct business operations by dint of its
Business License.

    The registration authority may, after a check-up, issue duplicates of the
Business License, if the enterprise as a legal person needs them for its
business operations.
Chapter VI  Changes in Registration

    Article 17  An enterprise as a legal person shall apply for making changes
in its registration whenever it changes its name, residence, site, legal
representative, economic nature, scrape of business, mode of operation,
registered capital or duration of operation and whenever it increases or
disbands its branches.

    Article 18  An enterprise as a legal person shall apply to the registration
authority for making changes in its registration within 30 days after the
changes are approved by the department in charge or by the authority for
examination and approval.

    Article 19  An enterprise as a legal person shall apply to the registration
authority for making changes in its registration, or for registration for
starting operations or for cancelling its registration, whenever it is split
up, or merged with others or moved elsewhere, within 30 days after these
changes are approved by the department in charge or by the authority for
examination and approval.
Chapter VII  Cancellation of Registration

    Article 20  An enterprise as a legal person shall go through the
procedures for cancelling its registration with the registration authority
when it closes down, is dissolved, declares bankruptcy or terminates its
business operations for other reasons.

    Article 21  Whenever an enterprise as a legal person is to cancel its
registration, it must submit an application signed by its legal representative,
a document of approval issued by the department in charge or by the authority
for examination and approval, a certificate showing the completion of the
clearing up of its liabilities, or a document showing that a liquidation
organization will be responsible for clearing up its creditor’s rights and
liabilities. The registration authority, after examining and approving the
application, shall recall the Business License for Enterprise as a Legal
Person, duplicates of the License, take over the official seal of the
enterprise, and notify the banks at which it has opened an account of the
cancellation of its registration.

    Article 22  An enterprise as a legal person, which fails to start
operations 6 months after receiving its Business License for Enterprise as a
Legal Person or which has ceased its operations for a year, shall be regarded
as having closed down, and the registration authority shall recall its Business
License for Enterprises as a Legal Person, duplicates of the License, take
over its official seal and notify the banks at which it has opened an account
of the cancellation of its registration.
Chapter VIII  Announcement, Annual Check-up and Control of Certificates

    Article 23  The registration authority shall issue registration
announcements whenever an enterprise as a legal person starts operations,
changes its name or cancels its registration. No other organ shall be enpost_titled
to issue such announcements without the approval of the registration authority.

    Article 24  A system for conducting annual check-up shall be instituted to
administer the registration of enterprises as legal persons. An enterprise as
a legal person shall submit its annual check-up report, its balance sheet or
statement of assets and liabilities to the registration authority at the time
it prescribes. The registration authority shall check up the major items
contained in the registration of the enterprise as a legal person.

    Article 25  The Business License for Enterprises as a Legal Person issued
by the registration authority is the certificate of an enterprise as a legal
person. Except the registration authority, which may withhold or cancel it in
accordance with the legal procedures, no other organ or individual is enpost_titled
to take over, detain or destroy it.

    An enterprise as a legal person, which has lost its Business License
for Enterprise as a Legal Person or duplicates of the License, must announce
the loss in a newspaper before it can apply for a replacement.

    The Business License for Enterprise as a Legal Person and its duplicates
may not be forged, altered, leased, lent, sold or reproduced without
permission.

    Article 26  An enterprise as a legal person shall pay registration and
annual check-up fees according to the rules when it registers for starting
operations and applies for making changes in its registration and when it
receives the annual check-up. The fees to be charged on registration for
starting operations shall be 1 millesimal of the sum of the enterprise’s
registered capital; in cases where the registered capital exceeds 10 million
yuan, the fees to be charged on the portion in excess of the said sum shall
be 0.5 millesimal of it; in cases where the registered capital exceeds 100
million yuan, no fees shall be charged on the portion in excess of the said sum
. The minimum registration fee shall be 50 yuan. Fees to be charged on making
changes in the registration and conducting the annual check-up shall be
prescribed by the State Administration for Industry and Commerce.
Chapter IX Control of the Registration of Business Operations by
Institutions and Scientific and Technological Public Organizations

    Article 27  When institutions or scientific and technological public
organizations establish enterprises qualified as legal persons in line with
relevant regulations of the state, the applications for registration shall be
filed by the enterprises. They may engage in business operations only after
their applications for registration have been approved by the registration
authorities and after they have received their respective Business Licenses
for Enterprise as a Legal Person.

    Article 28  Institutions, which are run like enterprises in accordance
with relevant regulations of the State and which no longer receive operating
funds from the State, or scientific and technological public organizations
which are established for business operations, shall apply for registration if
they are qualified to be enterprises as legal persons. They may engage in
business operations only after their applications have been approved by the
registration authorities and they have received their respective Business
Licenses for Enterprise as a Legal Person.
Chapter X  Supervision and Control

    Article 29  The registration authorities shall exercise the following
functions of supervision and control over enterprises as legal persons
according to law:

    (1) supervising the registration for starting operations, the application
for making changes and the cancellation of registration by enterprises as
legal persons according to regulations;

    (2) supervising the conduct of business operations by enterprises as legal
persons in line with the items of registrations, articles of association
and contracts;

    (3) supervising the compliance of enterprises as legal persons and
their legal representatives with laws, regulations and policies of the State;

    (4) stopping, investigating or dealing with illegal business operations
of enterprise as legal persons; protecting their legitimate rights and
interests.

    Article 30  The registration authority may, in light of the circumstance,
penalize an enterprise as legal person by warning, fine, confiscation of
illegal earnings, suspension of business for consideration, or withholding or
revoking the Business License for Enterprise as a legal Person, if it is
involved in any of the following case:

    (1) concealing the true situation and resorting to deception in the course
of registration or starting operations before the approval of its registration;

    (2) altering major items in the registration without permission or
engaging in business operations beyond the scope of business as approved in
registration;

    (3) failing to cancel registration according to the rules or failing to
submit the check-up report or receive the annual check-up;

    (4) forging, altering, leasing, lending, transferring, selling or
reproducing the Business License for Enterprise as a Legal Person or its
duplicates without permission;

    (5) withdrawing or transferring capital, concealing assets or dodging
liabilities;

    (6) engaging in illegal business operations.

    While penalizing an enterprise as a legal person in line with the above
provisions, the registration authority shall investigate its legal
representative’s administrative and economic responsibilities according to the
seriousness of the violations of the law; judicial organs shall investigate
the criminal responsibilities of those who have violated the criminal law.

    Article 31  The registration authority shall ascertain the facts and act
according to law when dealing with the illegal activities of an enterprise as
a legal person and notify the parties concerned of its decision in writing.

    Article 32  When an enterprise as a legal person disagrees with the
penalty meted out but by the registration authority, it may appeal within 15
days after receiving the notice of penalty, to the immediate higher
registration authority for reconsideration. The higher registration authority
shall make a reconsideration decision within 30 days after receiving the appeal
for reconsideration. The enterprise may file a suit in a people’s court within
30 days after receiving the notice of reconsideration in it disagrees with the
reconsideration decision. The registration authority may, in accordance with
the prescribed procedures, ask the bank at which the enterprise has an account
to transfer from its account the sum to be fined or confiscated as penatly, if
it fails to appeal or to pay the fine or the confiscated sum at the expiry of
the prescribed period.

    Article 33  When an enterprise as a legal person has its business license
revoked, the registration authority shall take over its official seal and
notify the bank at which it has account of the cancellation of its
registration, and the department in charge or a liquidation organization shall
be responsible for settling its creditor’s rights and liabilities.

    Article 34  Any functionary of the department in charge, the authority
for examination and approval or of the registration authority, who has violated
the present Regulations, neglected his duties to a serious extent, abused his
powers, practised graft and embezzlement, extorted and taken bribes or
encroached on the legitimate rights and interests of an enterprise as a legal
person, shall be given administrative or economic penalty in light of the
circumstances; the judicial organ shall investigate, according to law, his
criminal responsibility, if he violates the criminal law.
Chapter XI  Supplementary Provisions

    Article 35  When an enterprise as a legal person establishes a branch
which is incapable of bearing civil liability independently, the registration
of the branch shall be applied for by the enterprise. The branch shall
receive a Business License after the application is approved by the
registration authority and may engage in business operations within the scope
of business as approved in registration.

    In accordance with relevant State regulations, administrative institutions
depending on State funding or scientific and technological social bodies must
apply for registration if they engage in business operations or establish
enterprises not qualified; as legal persons. They shall receive Business
Licenses after their applications are approved by the registration authorities
and may engage in business operations within the scope of business as approved
in registration.

    The specific control of the registration involved shall be enforced with
reference to the provisions of the present Regulations.

    Article 36  For new enterprises to be established with the approval of
relevant departments of the State Council or planning departments at various
levels, if their preparations have been under way for more than 1 year,
applications for the registration of the establishment shall be filed
according to specific regulations.

    Article 37  Enterprises qualified as legal persons, whose registration
was approved by the registration authorities before the present Regulations
are put into effect, are not required to go through the formalities again for
registration as enterprises as legal persons.

    Article 38  The State Administration for Industry and Commerce shall be
responsible for interpreting the present Regulations; and the rules for their
implementation shall also be formulated by the State Administration for
Industry and Commerce.

    Article 39  The present Regulations shall enter into force on July 1,
1988. The Regulations for Controlling the Registration of Chinese-Foreign
Equity Joint Ventures promulgated by the State Council on July 26, 1980, the
Regulations for Controlling the Registration of Industrial and Commercial
Enterprises promulgated by the State Council on August 9, 1982, and the
Interim Provisions for Controlling the Registration of Companies approved by
the State Council on August 14, 1985 and promulgated by the State
Administration for Industry and Commerce on August 25, 1985 shall all be
abrogated on the same date.





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CONSTITUTION ACT, 1982 – page 22

NOTES (1) The enacting clause was repealed by the Statute Law Revision Act, 1893, 56-57 Vict., c. 14 (U.K.). It read as...

CONSTITUTION ACT, 1982 – page 21

CONSTITUTION ACT, 1982 – page 20

CONSTITUTION ACT, 1982 – page 19

CONSTITUTION ACT, 1982 – page 18

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