Home China Laws 2000 ADMINISTRATIVE REGULATIONS GOVERNING THE REGISTRATION OF COMPANIES

ADMINISTRATIVE REGULATIONS GOVERNING THE REGISTRATION OF COMPANIES

Category  ADMINISTRATION FOR INDUSTRY AND COMMERCE Organ of Promulgation  The State Council Status of Effect  In force
Date of Promulgation  1994-06-24 Effective Date  1994-07-01  


Administrative Regulations of the People’s Republic of China Governing the Registration of Companies

Chapter I  General Principles
Chapter II  Jurisdiction of Registration
Chapter III  Items for Registration
Chapter IV  Registration of Establishment
Chapter V  Registration of Alteration
Chapter VI  Registration of Cancellation
Chapter VII  Registration of Branch Companies
Chapter VIII  Procedures for Registration
Chapter IX  Annual Reviews
Chapter X  Administration of Licences and Archives
Chapter XI  Legal Liability
Chapter XII  Annex

(Promulgated by Decree No.156 of the State Council of the People’s

Republic of China on June 24, 1994 and effective as of July 1, 1994)
Chapter I  General Principles

    Article 1  The Regulations are formulated in accordance with the Company
Law of the People’s Republic of China (hereinafter referred to as the Company
Law) in order to affirm the legal person status of company and to normalize
the procedure of the registration of company.

    Article 2  Establishment, alteration and termination of limited liability
company and company limited by shares (hereinafter referred to as company)
shall make the company registration in accordance with the provisions of these
Regulations.

    Article 3  A company shall be granted legal person status only after it
has been registered and approved to receive a “Corporate Business Licence”
after the approval of registration by the company registration authority in
accordance with the law.

    After the effective date of these Regulations, any newly-established
company shall not be allowed to conduct business activities in the name of a
company, should the company have not been approved to be registered by the
company registration authority.

    Article 4  The administrations for industry and commerce shall be the
company registration authorities.

    The lower-level company registration authority shall function the
registration of company under the supervision of higher level company
registration authority.

    Company registration authority shall perform duties in accordance with the
law and free from unlawfull interference.

    Article 5  The State Administration for Industry and Commerce shall be in
charge of the work of registration of company in China.
Chapter II  Jurisdiction of Registration

    Article 6  The State Administration for Industry and Commerce shall be
responsible for the registration of the following categories of company:

    (1) a company limited by shares whose establishment was approved by a
department authorized by the State Council;

    (2) a company invested under authorization by the State Council;

    (3) a limited liability company invested and established by the State
Council’s authorized investment organ(s) or department(s) jointly or solely;

    (4) a foreign investment limited liability company established; or

    (5) other companies subject to registration by the State Adminstration of
Industry and Commerce in accordance with laws of the State or regulations of
the State Council.

    Article 7  The administrations for industry and commerce of the provinces,
autonomous regions and municipalities directly under the Central Government
shall be responsible for the registration of the following categories of
company within their jurisdiction areas:

    (1) a company limited by shares whose establishment was approved by the
people’s government of the province, autonomous region or municipality
directly under the Central Government;

    (2) a company invested under authorization by the people’s government of
the province, autonomous region or municipality directly under the Central
Government;

    (3) a limited liability company invested and established by the State
Council’s authorized investment organ(s) or department(s) jointly with other
investor(s);

    (4) a limited liability company invested and established solely or jointly
by authorized investment organ(s) or department(s) of the people’s government
of the province, autonomous region or municipality directly under the Central
Government; or

    (5) a company entrusted registering by the State Administration for
Industry and Commerce.

    Article 8  The administrations for industry and commerce of the city and
county shall be responsible for the registration of company other than those
listed in Article 6 and 7 of these Regulations. Specific jurisdiction of
registration shall be regulated by the administration for industry and
commerce of the province, autonomous region or municipality directly under the
Central Government.
Chapter III  Items for Registration

    Article 9  The items for registration of company shall include its post_title,
domicile, legal representative, registered capital, enterprise type, scope of
business, duration of operations and names or post_titles of the shareholders of a
limited liability company, or the promoters of a company limited by shares.

    Article 10  The items for registration of a company shall be in compliance
with the provisions of laws and administrative regulations. Items which are
not in compliance with the provisions of laws and administrative regulations
shall not be accepted for registration by the company registration authority.

    Article 11  A company post_title shall be in compliance with the relevant
stipulations of the State. A company shall be permitted to use only one post_title.
A company post_title which has been approved and registered by company registration
authority shall be protected by the law.

    Article 12  A company’s domicile shall be at the place of its head office.
A company registered by company registration authority shall have only one
domicile. A company’s domicile shall be situated within the jurisdiction area
of the company registration authority.

    Article 13  Except for other provisions stipulated by laws and
administrative regulations, a company’s registered capital shall be shown in
renminbi.
Chapter IV  Registration of Establishment

    Article 14  In order to establish a company, an application for
registering the post_title of the company shall be submitted for preapproval.

    In case that the establishment of a company, or the projects of a
company’s business scope shall be reported for examination and approval as
stipulated in laws and regulations, the company shall complete its post_title
preapproval procedure before the aforesaid examination and approval. The post_title
approved by company registration authority shall be adopted for the aforesaid
examination and approval.

    Article 15  The application for preapproval of a post_title of the limited
liability company shall be submitted by a designated representative or an
agent entrusted by the shareholders to the company registration authority. The
application for priapproval of a post_title of the company limited by shares shall
be submitted by a designated representative or an agent entrusted by the
promoters to the company registration authority.

    To apply for preapproval of a company post_title, the following documents shall
be submitted:

    (1) a written application for preapproval of the company post_title signed by
the shareholders of the limited liability company or the promoters of the
company limited by shares;

    (2) qualification certificates of the legal person status of the
shareholders or promoters; or the identification of a natural person;

    (3) other documents required for submission by the company registration
authority.

    Company registration authority shall, within 10 days after receiving the
documents listed in the preceding paragraph of this Article, make a decision
on the approval or rejection of the application. If an application for
registering the post_title of a company is approved by company registration
authority, a “Notice of Preapproval of Enterprise post_title” shall be issued.

    Article 16  The reservation period of the preapproved company post_title shall
be 6 months. Within the reservation period, the preapproved company post_title
shall not be used for business, neither transferred.

    Article 17  In order to establish a limited liability company, an
application for registering the establishment of the company shall be
submitted to company registration authority by a designated representative or
an agent entrusted by shareholders. In order to establish a solely State
company, the State authorised investment organ or the State authorised
department shall be the applicant for registration of the establishment of the
company. In case that the establishment of a limited liability company shall
be reported for examination and approval as stipulated by laws and
regulations, an application for registering the establishment of the company
shall, within 90 days after the aforesaid approval of the report, be submitted
to company registration authority. In case that the establishment application
exceeds the prescribed time limit, the applicant shall report to the examining
and approving authority again for confirming the validity of the original
document of approval, or shall re-report for approval of the establishment of
the company.

    To apply for the establishment of a limited liability company, the
following documents shall be submitted to company registration authority:

    (1) a written application for registering the establishment of the company
signed by the chairman of the board of directors of the company;

    (2) certificates of the representative or agent designated or entrusted by
all of the shareholders;

    (3) the company’s articles of association;

    (4) capital verification certificate issued by a legally qualified capital
verification organization;

    (5) qualification certificates of the legal person status of the
shareholders or the identification of a natural person;

    (6) a document specifying the names and addresses of the company’s
directors, supervisors and managers, and the certifications of their
corresponding appointment, election or employment;

    (7) appointment documents and identification certificates of the company’s
legal representative;

    (8) a “Notice of Preapproval of the Enterprise post_title”;

    (9) certification of the company’s domicile.

    In case that the establishment of a limited liability company shall be
reported for examination and approval as stipulated by laws and regulations, a
document of the aforesaid approval shall also be submitted.

    Article 18  In order to establish a company limited by shares, an
application for registering the establishment of the company shall be
submitted to company registration authority by the board of the directors
within 30 days after the end of the founding meeting.

    To establish a company limited by shares, the following documents shall be
submitted to company registration authority:

    (1) a written application for registering the establishment of the company
signed by the chairman of the directors board of the company;

    (2) a document of approval issued by the State Council’s authorised
department or by the people’s government of the province, autonomous region or
municipality directly under the Central Government. A document of approval
issued by the securities management department of the State Council shall also
be submitted if a company limited by shares is established by share floating;

    (3) minutes of the founding meeting;

    (4) the company’s articles of association;

    (5) financial audit report for the preparation of the company;

    (6) capital verification certificate issued by a legally qualified
verification organization;

    (7) qualification certificates of legal person status of the promoters or
the identification of a natural person;

    (8) a document specifying the names and addresses of the company’s
directors, supervisors and managers, and certificates of their corresponding
appointment, election or employment;

    (9) appointment documents and identification certificates of the company’s
legal representative;

    (10) a “Notice of Preapproval of the Enterprise post_title”;

    (11) certification of the company’s domicile.

    Article 19  In case that there are projects within the scope of business
operations of a company which shall be reported for examination and approval
as stipulated by laws and regulations, such projects shall be submitted to the
relevant State department for examination and approval before applying for
registering the establishment of the company. And the document of approval
issued by the relevant State department shall be submitted to company
registration authority.

    Article 20  Should a company’s articles of association contain provisions
in violation of laws and regulations, the company registration authority shall
have the power to demand the company to make corresponding corrections.

    Article 21  A certification of a company’s domicile means a document which
is capable to prove the company enjoying the right of use the domicile.

    Article 22  A company is established in condition that the establishment
registration approval is made and a Corporate Business Licence is issued by
company registration authority. A company may open a bank account, engrave
company seal and apply for tax registration based upon the Corporate Business
Licence issued by company registration authority.
Chapter V  Registration of Alteration

    Article 23  In the event of altering registered items, the company shall
apply to the original company registration authority for the registration of
alteration.

    A company shall not be permitted to alter registered items without the
approval of the registration of alteration.

    Article 24  To apply for alteration of registration, the company shall
submit the following documents to the company registration authority:

    (1) a written application for registration of alteration signed by the
legal representative of the company;

    (2) the resolution or decision on the alteration made in accordance with
the provisions of the Company Law;

    (3) other documents required for submission by the company registration
authority.

    In case that the alteration of registered items of a company invovles
amending the articles of association, the amended version of its articles of
association or the amendment of its articles of association shall also be
submitted.

    Article 25  In the event of altering post_title, the company shall, within 30
days after the resolution or decision on alteration being made, apply for
registration of alteration.

    Article 26  In the event of altering domicile, the company shall apply for
registration of alteration before moving to new domicile and shall submit a
certificate for use of the new domicile.

    In case that the alteration of a company’s domicile invovles
trans-regional jurisdiction of the company registration authorities, the
company shall apply to the company registration authority at the place of the
new domicile for the alteration of registration before moving to the new
domicile; in case that the application is accepted by the company registration
authority at the place of the new domicile, the original company registration
authority shall transfer registration files of the company to the new company
registration authority.

    Article 27  In the event of changing legal representative, the company
shall, within 30 days after the resolution or decision on the change being
made, apply for registration of the change.

    Article 28  In the event of altering registered capital, the company shall
submit the capital verification certificate issued by a legally qualified
capital verification organization.

    In case that the company adds its registered capital, an application for
registration of alteration shall be submitted within 30 days after the full
payment of the share capital. In case that the company limited by shares adds
its registered capital, an approval document issued by a State Council
authorised department or by a people’s government of the province, autonomous
region or municipality directly under the Central Government shall be
submitted. In case that the registered capital is added by floating share, an
approval document issued by the securities management department of the State
Council shall also be submitted.

    In case that the company reduces its registered capital, an application
for registering the alteration shall be submitted within 90 days after the
resolution or decision on the reduction of registered capital being made,
together with the document to certify that a public announcement on the
reduction of registered capital has been published at least three times in the
newspaper, and an illustration report on the company’s debt clearance or debt
repayment guarantee.

    Article 29  In the event of changing the scope of business operations, the
company shall, within 30 days after the resolution or decision on the change
being made, apply for registation of alteration; in case that the change
invovles projects which shall be reported for examination and approval as
stipulated by laws and regulations, an application for registration of
alteration shall be submitted within 30 days after the date of approval of the
report by the relevant State department.

    Article 30  In the event of changing company’s type, the company shall, in
accordance with the requirements for establishing the intended type of
company, apply to the company registration authority for registration of
alteration within the prescribed time limit and submit relevant documents.

    Article 31  In the event of changing shareholders of a limited liability
company, the company shall apply for registration of alteration within 30 days
after the date of the change of the shareholders occuring, and shall provide
qualification certificates of legal person status of the new shareholders or
the idertification of a natural person.

    In case that the shareholder of a limited liability company or the
promoters of a company limited by shares changes name(s) or post_title(s), an
application for registering such change(s) shall be submitted within 30 days
after the date of the change of the name or post_title.

    Article 32  In case that the amended articles of association of a company
does not invovle the registered items, the company shall submit the amended
articles of association or the amendment to the original company registration
authority for the record.

    Article 33  In case that a company changes its directors, supervisors or
managers, the changes shall be reported to the original company registration
authority for the record.

    Article 34  In case that an existing company arise registered iterms
changes due to mergering or dividing, the company shall apply for registration
of alteration; a company, dissolved due to mergering or dividing, shall apply
for registration of cancellation; a company, newly established due to
mergering or dividing, shall apply for registration of establishment.

    In case that the merging or dividing of a company occurs, the company
shall apply for registration within 90 days after the resolution or decision
on the mergering or dividing being made, submit the merger agreement or the
resolution or decision on the mergering or dividing, together with
ceritification of public announcement in the newspaper at least three times
concerning the mergering or dividing of the company, and an illustration
report of its debt clearance or debt repayment guarantee. In case that the
merging or dividing of a company limited by shares occurs, a document of
approval issued by the State Council authorised department or the people’s
government of province, autonomous region or municipality directly under the
Central Government shall also be submitted.

    Article 35  In case that the alteration of the registered items invovles
in the items specified in a Corporate Business Licence, the original Corporate
Business Licence shall be replaced with a new one by the company registration
authority.
Chapter VI  Registration of Cancellation

    Article 36  The liquidation organization of a company shall apply to the
original company registration authority for registration of cancellation
within 30 days after the conclusion of liquidation in any of the following
circumstances:

    (1) a company is declared bankrupt in accordance with the law;

    (2) the expiry of a company’s term of operation in accordance with the
articles of association, or the occurrence of other reason(s) for dissolution
of the company as stipulated in articles of association;

    (3) shareholders meeting decides to dissolve the company;

    (4) a company is dissolved as a result of mergering or dividing;

    (5) a company is ordered to close down in accordance with the law.

    Article 37  In case that a company applies for registration of
cancellation, the following documents shall be submitted:

    (1) a written application for registration of cancellation signed by the
person in charge of the company liquidation organization;

    (2) a ruling of a court on the bankruptcy, a resolution or decision made
by the company in accordance with the provisions of the Company Law or a
document issued by an administrative organ ordering the company to close down;

    (3) a liquidation report confirmed by the shareholders’ meeting or
relevant body;

    (4) the Corporate Business Licence;

    (5) other documents as required for submission by laws and regulations.

    Article 38  Company terminates in consequence of the approval of the
registration of cancellation by the company registration authority.
Chapter VII  Registration of Branch Companies

    Article 39  A branch company means an organization established by a
company to engage in business operations outside its domicile. A branch
company shall not have legal person status.

    Article 40  In the event of establishing a branch, the company shall apply
for registration to the city or county company registration authority in the
place where the branch is located. A “Business Licence” shall be issued in
case the application for registration is approved.

    Article 41  Registration items of a branch company shall include its
post_title, business domicile, manager in charge and scope of business operations.

    The post_title of a branch company shall be in compliance with relevant State
regulations.

    The scope of business operations of a branch company shall not exceed the
scope of business operations of its company.

    Article 42  In the event of establishing a branch, the company shall apply
for registration to the company registration authority within 30 days after
the decision being made; should laws and regulations stipulate that the
establishment of a branch company shall be reported for approval to the
relevant department, the registration application shall be submitted to the
company registration authority within 30 days after the date of approval of
the aforesaid report.

    To establish a branch company, the following documents shall be submitted
to the company registration authority:

    (1) a written application for registration of establishment of a branch
signed by the legal representative of the company;

    (2) the articles of association and a copy of the company’s Corporate
Business Licence affixed with the seal of the company registration authority;

    (3) a certificate for use of business domicile;

    (4) other documents as required for submission by the company registration
authority.

    Article 43  In the event of altering the branch company’s registered
items, the company shall apply for registration of alteration to the company
registration authority.

    To apply for registration of alteration, a written application for
registration of alteration signed by the legal representative of the company
shall be submitted. In case that the post_title of a branch is changed due to the
change of post_title of the company, a copy of the Corporate Business Licence of
the company shall be submitted. In case that a change of scope of business
operations invovles projects which shall be reported for approval as
stipulated by laws and regulations, a document of the approval of aforesaid
report issued by the relevant department shall also be submitted. In case that
the business domicile is changed, a certification for use of the new business
domicile shall be submitted.

    The original “Business Licence” shall be replaced with a new one if the
application for registration of alteration is approved by the company
registration authority.

    Article 44  In the event of closing down a branch, the company shall apply
for registration of cancellation of that branch to the company registration
authority which is in charge of that branch within 30 days of the decision
being made. In applying for the registration of cancellation of a branch, a
written application for registration of cancellation signed by the legal
represnetative of the company and the “Business Licence” of the branch shall
be submitted. The “Business Licence” of a branch shall be taken over by the
company registration authority after the application for registration of
cancellation being approved.
Chapter VIII  Procedures for Registration

    Article 45  A “Notice of Acceptance of Company Registration” shall be
issued by company registration authority after receiving all of the documents
stipulated in these Regulations from the applicant.

    Company registration authority shall, within 30 days after issuing a
“Notice of Acceptance of Company Registration”, make a decision on approval or
rejection of registration.

    If an application for registration is approved by company registration
authority, the applicant shall be notified within 15 days after the approval
decision being made, and a “Corporate Business Licence” or “Business Licence”
shall be issued, replaced or taken over.

    If an application for registration is rejected by company registration
authority, the applicant shall be notified within 15 days after the decision
being made and a “Notice of Rejection of Company Registration” shall be issued.

    Article 46  For registering the establishment or alteration, the company
shall pay registration fees to the company registration authority pursuant to
stipulations.

    To apply for a Corporate Business Licence, the registrat