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| 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 |
|---|
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 Article 4 The authorities in charge of the registration of enterprises as Article 5 The registration of national corporations, enterprise groups The registration of son (or branch) companies of national corporations, The registration of other enterprises shall be examined and approved by Article 6 Registration authorities at various levels shall institute a Registration authorities shall offer, in a planned manner and according to Article 7 Entities applying for registration as enterprises as legal (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 (4) ability to bear civil liabilities independently; (5) a scope of business in conformity with the provisions of the relevant Article 8 The application of an enterprise for registration as a legal The registration as a legal person of a jointly operated enterprise which Article 9 The major items to be registered for an enterprise as a legal Article 10 An enterprise as a legal person shall use only one name. The Those who apply for establishing Chinese-foreign equity joint ventures, Article 11 The legal representative of an enterprise as a legal person, Article 12 The registered capital of an enterprise as a legal person When an enterprise as a legal person registers for starting operations, Article 13 The scope of business of an enterprise as a legal person shall Article 14 An enterprise as a legal person shall apply to a registration Article 15 An enterprise as a legal person shall submit the following (1) an application for registration signed by the person responsible for (2) the document of approval issued by the department in charge or the (3) its articles of association; (4) a certificate of its creditworthiness, a certificate of the (5) a certificate of the identity of the principal responsible person of (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 The registration authority may, after a check-up, issue duplicates of the Article 17 An enterprise as a legal person shall apply for making changes Article 18 An enterprise as a legal person shall apply to the registration Article 19 An enterprise as a legal person shall apply to the registration Article 20 An enterprise as a legal person shall go through the Article 21 Whenever an enterprise as a legal person is to cancel its Article 22 An enterprise as a legal person, which fails to start Article 23 The registration authority shall issue registration Article 24 A system for conducting annual check-up shall be instituted to Article 25 The Business License for Enterprises as a Legal Person issued An enterprise as a legal person, which has lost its Business License The Business License for Enterprise as a Legal Person and its duplicates Article 26 An enterprise as a legal person shall pay registration and Article 27 When institutions or scientific and technological public Article 28 Institutions, which are run like enterprises in accordance Article 29 The registration authorities shall exercise the following (1) supervising the registration for starting operations, the application (2) supervising the conduct of business operations by enterprises as legal (3) supervising the compliance of enterprises as legal persons and (4) stopping, investigating or dealing with illegal business operations Article 30 The registration authority may, in light of the circumstance, (1) concealing the true situation and resorting to deception in the course (2) altering major items in the registration without permission or (3) failing to cancel registration according to the rules or failing to (4) forging, altering, leasing, lending, transferring, selling or (5) withdrawing or transferring capital, concealing assets or dodging (6) engaging in illegal business operations. While penalizing an enterprise as a legal person in line with the above Article 31 The registration authority shall ascertain the facts and act Article 32 When an enterprise as a legal person disagrees with the Article 33 When an enterprise as a legal person has its business license Article 34 Any functionary of the department in charge, the authority Article 35 When an enterprise as a legal person establishes a branch In accordance with relevant State regulations, administrative institutions The specific control of the registration involved shall be enforced with Article 36 For new enterprises to be established with the approval of Article 37 Enterprises qualified as legal persons, whose registration Article 38 The State Administration for Industry and Commerce shall be Article 39 The present Regulations shall enter into force on July 1,
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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
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.
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.
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 administrative departments for industry and commerce of the cities or
counties (districts) where the enterprises are located.
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.
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
persons must satisfy the following conditions, i.e. having:
with their scale of production, operation or service;
laws, regulations and policies of the State.
person shall be filed by the person responsible for establishing the
enterprise.
bears civil labilities independently shall be applied for by the person
responsible for initiating the said enterprise.
Chapter IV Items of Registration
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.
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.
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.
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.
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.
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.
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
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.
papers when applying for registration for starting operations:
its establishment;
authority for examination and approval;
verification of its capital or a guarantee for its capital;
the enterprise;
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.
Business License, if the enterprise as a legal person needs them for its
business operations.
Chapter VI Changes in Registration
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.
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.
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
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.
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.
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
announcements whenever an enterprise as a legal person starts operations,
changes its name or cancels its registration. No other organ shall be entitled
to issue such announcements without the approval of the registration authority.
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.
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 entitled
to take over, detain or destroy it.
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.
may not be forged, altered, leased, lent, sold or reproduced without
permission.
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
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.
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
functions of supervision and control over enterprises as legal persons
according to law:
for making changes and the cancellation of registration by enterprises as
legal persons according to regulations;
persons in line with the items of registrations, articles of association
and contracts;
their legal representatives with laws, regulations and policies of the State;
of enterprise as legal persons; protecting their legitimate rights and
interests.
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:
of registration or starting operations before the approval of its registration;
engaging in business operations beyond the scope of business as approved in
registration;
submit the check-up report or receive the annual check-up;
reproducing the Business License for Enterprise as a Legal Person or its
duplicates without permission;
liabilities;
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.
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.
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.
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.
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
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.
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.
reference to the provisions of the present Regulations.
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.
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.
responsible for interpreting the present Regulations; and the rules for their
implementation shall also be formulated by the State Administration for
Industry and Commerce.
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.
URL: http://www.asianlii.org/cn/legis/cen/laws/rfctroealp772