Laws of the People's Republic of China

Regulations of the People's Republic of China on the Administration of Company Registration (Amended in 2005)

No.451 [2005] Order of the State Council December 18,2005

(Promulgated by Order No. 156 of the State Council of the People's Republic of China on June 24, 1994 and amended according to the Decision of the State Council on Amending the Regulations of the People's Republic of China for the Administration on Company Registration on December 18, 2005)

Chapter I General Provisions

Article 1

For the purpose of confirming the enterprise legal person qualification of companies and regulating the company registration behaviors, the present regulations have been formulated according to the Company Law of the People's Republic of China (hereinafter referred to as the Company Law).

Article 2

As to the establishment, alteration or termination of limited liability companies and joint stock limited companies (hereinafter referred to as the companies), the registration of the companies should be transacted according to the present regulations.

As to an application for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.

Article 3

Only after the registration at the company registration organs according to law and the acquirement of a Business License of an Enterprise Legal Person, can a company acquire the qualification of an enterprise legal person.

A company, which is established as of the present Regulations go into effect, shall not engage in any business activity in the name of the company unless it is registered at the company registration organ.

Article 4

Administrations for industry and commerce shall be the company registration organs.

The company registration organs at a lower level shall work under the leadership of the company registration organs at a higher level.

Company registration organs shall perform their duties according to laws and free from any unlawful interference.

Article 5

The State Administration for Industry and Commerce shall be in charge of the work of company registration in the whole country.

Chapter II Jurisdiction on Registration

Article 6

The State Administration for Industry and Commerce shall be responsible for the registration of the following companies:

(1)

Companies, to which the supervision and administration institution of state-owned assets of the State Council performs the responsibilities as a capital contributor, and companies which is established with the investment of the aforesaid companies that hold more than 50% shares therein;

(2)

Foreign-funded companies;

(3)

Companies subject to the registration of the State Administration for Industry and Commerce according to the relevant laws, administrative regulations or decisions of the State Council; and

(4)

Other companies that shall be subject to the registration of the State Administration for Industry and Commerce according to the relevant provisions.

Article 7

The administration for industry and commerce of a province, autonomous region or municipality directly under the Central Government shall be responsible for the registration of the following companies within its jurisdiction:

(1)

Companies, to which the supervision and administration institution of state-owned assets of the people's government of a province, autonomous region, or municipality directly under the Central Government performs the responsibilities as a capital contributor, and companies which is established with the investment of the aforesaid companies that hold more than 50% shares therein;

(2)

Companies, which are established with the investment of a natural person, and are prescribed to register at the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;

(3)

Companies, prescribed by the laws, administrative regulations and decisions of the State Council, subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government; and

(4)

Other companies subject to the registration of an organ authorized by the State Administration for Industry and Commerce."

Article 8

The administration for industry and commerce of a districted city (region) or county, the sub-administration for industry and commerce of the municipality directly under the Central Government, the regional sub-administration for industry and commerce of a districted city shall be responsible for the registration of the following companies within its jurisdiction:

(1)

Companies other than the companies as prescribed in Articles 6 and 7 of the present Regulations; and

(2)

Companies subject to the registration as authorized by the State Administration for Industry and Commerce or the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government.

The specific jurisdiction on registration as prescribed in the preceding paragraph shall be formulated by the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government. However, the administration for industry and commerce of a districted city (region) shall be responsible for the registration of joint stock limited companies.

Chapter III Items for Registration

Article 9

Items for company registration shall include:

(1)

Name;

(2)

Domicile

(3)

Name of the legal representative;

(4)

Registered capital;

(5)

Paid-in capital

(6)

Type of enterprise;

(7)

Business scope;

(8)

Term for business operation; and

(9)

Names of the shareholders of limited liability companies or names of initiators of joint stock limited companies as well as the amount, time and form of contributions as subscribed and actually paid.

Article 10

The items for company registration shall accord with the provisions of laws and administrative regulations. Company registration organs shall refuse to register any company whose items for registration do not accord with the provisions of laws and administrative regulations.

Article 11

The name of a company shall conform to the relevant provisions of the State. A company shall only use one name. The name of a company which has been approved and registered by an company registration organ company registration organ shall be protected by law.

Article 12

The domicile of a company shall be the place of the major office of the company. There must be only one domicile registered by the company registration organ. The domicile of the company shall be within the jurisdiction of its company registration organ.

Article 13

The registered capital and paid-in capital of a company shall be expressed in RMB, except for otherwise provisions by laws and administrative regulations.

Article 14

Means of contribution by shareholders shall comply with the provisions of Article 27 of the Company Law. As for shareholders who contribute with property other than currency, in-kind, intellectual property or land use right, the registration measures thereof shall be formulated by the State Administration for Industry and Commerce in collaboration with the relevant departments of the State Council.

No shareholder may make any contribution with capital that evaluated from labor, credit, name of a natural person, goodwill, franchise or properties to which any guarantee has been made.

Article 15

The business scope of a company shall be prescribed in the articles of association thereof, and shall be subject to registration according to law.

The terminology applied in the business scope of a company shall refer to the standards for industrial categories of the national economy.

Article 16

The companies are classified into limited liability companies and joint stock limited companies.

As to a one-person limited liability company, the sole-investor nature of the natural person or legal person shall be indicated in the registration documents of the company and in the business license thereof as well.

Chapter IV Registration for Establishment

Article 17

As to the establishment of a company, an application for the in advance approval of its name shall be filed. .

As for the establishments of companies which need to be reported for examination and approval according to laws or administrative regulations or the decisions of the State Council, or whose scopes of business, items of which fall within the ones needed to be examined and approved before registration according to laws or administrative regulations or decisions of the State Council, an application shall be filed for the in advance approval of their names before they are submitted for approval in the company name approved by the company registration organs.

Article 18

As to the establishment of a limited liability company, the representative designated or an agent jointly consigned by all the shareholders shall file an application for the in advance approval of its name with the company registration organ; as to the establishment of a joint stock limited company, the representative designated or an agent jointly consigned by all the initiators shall file an application for the in advance approval of its name with the company registration organ.

When applying for the in advance approval of a company name, the following documents shall be provided:

(1)

An application for the in advance approval of the company name signed by all the shareholders of a limited liability company or by all the initiators of a joint stock limited company;

(2)

The certificates for the designation of the representative and the joint consignation of the attorney by all the shareholders or initiators; and

(3)

Other documents as required for submission by the provisions of the State Administration for Industry and Commerce.

Article 19

The reservation period of a approved company name in advance shall be six months, within which the approved name in advance may not be used to engage in business operation or transferred.

Article 20

As to the establishment of a limited liability company, the representative designated or an agent jointly commissioned by all the shareholders shall file an application for registration with the company registration organ. As to the establishment of a company wholly owned by the State, the state-owned assets supervision and administration organ authorized by the State council or the local people's government of the same level shall act as an applicant and file an application for registration. As for a limited liability company which is subject to the examination and approval according to laws or administrative regulations, an application shall be filed for establishment registration within 90 days as of the day of approval. If the application for establishment registration is filed after the period expires, the applicant shall report to the examination and approval organ for confirmation of the validity of the original approval documents or apply for approval otherwise.

When applying for the establishment of a limited liability company, the following documents shall be submitted to the company registration organ:

(1)

The application for the establishment of the company signed by the legal representative of the company;

(2)

The certificate of the representative designated or the agent jointly consigned by all the shareholders;

(3)

The articles of association;

(4)

The verification certificate of investment issued by an lawfully established investment verification organization, except it is otherwise prescribed by any other law or administrative regulation;

(5)

Where the first capital contribution made by a shareholder is non-monetary property, the documents proving that the formalities for transferring the property thereof have been transacted shall be submitted when the company transacts the formalities for the establishment registration.

(6)

The certificates for the subject qualifications or the natural person identity of shareholders .

(7)

The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for their commission, election or employment;

(8)

The document of appointment and certificate of identity of the legal representative of the company;

(9)

The notice on the in advance approval of its name;

(10)

The certificate of the domicile of the company. and

(11)

Any other document as required by the State Administration for Industry and Commerce for submission.

The first capital contributions made by shareholders of a foreign-funded limited liability company shall accord with the provisions of laws and administrative regulations, and the rest shall be contributed in full amount within 2 years as of the establishment of the company. Particularly, the investment company may contribute its capital in full amount within 5 years.

As for a limited liability company whose establishment shall be applied for examination and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Article 21

When establishing a limited joint stock company, the board of directors shall apply for registration with the company registration organ. If the limited joint stock company is established by public offering, an application for establishment registration shall be filed with the company registration organ within 30 days after the establishment assembly is over. ..

When establishing a joint stock limited company, the following documents shall be submitted to the company registration organ:

(1)

The application for the establishment registration of the company signed by the legal representative of the company;

(2)

The certificate of the representative designated or the agent jointly consigned by the board of directors;

(3)

The articles of association;

(4)

The verification certificate of investment issued by an lawfully established investment verification organization;

(5)

Where the first capital contribution made by a shareholder is non-monetary property, the certification documents proving that the formalities for transferring the property thereof have been transacted shall be submitted in the establishment registration of the company.

(6)

The certificate for the legal person qualifications or the natural person identity of shareholders;

(7)

The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for their commission, election or employment;

(8)

The documents of appointment and the certificate for the identity of the legal representative of the company;

(9)

The notice on the in advance approval of its name;

(10)

The certificate of the domicile of the company. And

(11)

Other documents as required by the State Administration for Industry and Commerce for submission.

If a joint stock limited company is established by public offering, the record of the establishment assembly shall be submitted as well. As for a joint stock limited company established by public offering which issues stocks in public, the relevant approval documents of the supervision and administration institution of securities of the State Council shall be submitted as well.

As for a joint stock limited company whose establishment shall be applied for examination and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Article 22

The items within the business scope of the company registration application, which shall be examined and approved before registration according to laws or administrative regulations, shall be submitted for approval to the relevant departments of the State before applying for registration, and the relevant approval documents shall be submitted to the company registration organ.

Article 23

If the articles of association of the company include content that violating the laws or administrative regulations, the company registration organ shall have the right to require the company to make corresponding corrections.

Article 24

The certificate for company domicile refers to the documents that can certify the company's usufruct of to its domicile.

Article 25

The lawfully established company shall be issued a Business License of Legal Entity by the company registration organ. And the issuing date of the business license of the company shall be the establishment date of the company. The company shall, upon the strength of the Business License of Legal Entity approved and issued by the company registration organ, make its seals, open a bank account and apply for the registration of tax payment.

Chapter V Alteration Registration

Article 26

When altering the registration items, a company shall apply for alteration registration with the original company registration organ.

A company may not alter any registration item by itself without alteration registration.

Article 27

When applying for alteration registration, a company shall submit the following documents to the company registration organ:

(1)

The application for alteration registration signed by the legal representative of the company;

(2)

The resolution or decision on the alteration which is made in accordance with the Company Law; and

(3)

Other documents as required by the State Administration for Industry and Commerce for submission..

In case the alteration registration of the company concern the revision of the articles of association, the revised version of the articles of association or the amendment of the articles of association signed by the legal representative of the company shall be submitted.

As for the items of alteration registration that shall be approved before registration as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall be submitted to the company registration organ as well.

Article 28

When altering the name of a company, an application for alteration registration shall be filed within 30 days as of the date when the resolution or decision on the alteration is made.

Article 29

When altering the company domicile of a company, an application for alteration registration shall be filed before the company moves into the new domicile, and the certificate for the use of the new domicile shall be submitted as well.

As for the inter-jurisdiction alteration of domicile, the company shall file an application for alteration registration of the domicile with the company registration organ of its new domicile. If the company registration organ of the new domicile accepts the application, the original company registration organ shall transfer the files of company registration to the company registration organ of the new domicile.

Article 30

If the legal representative of a company is altered, an application for the alteration registration shall be filed within 30 days as of the date when the resolution or decision on the alteration is made.

Article 31

If a company alters its registered capital, it shall present the certification of capital verification issued by a lawfully established capital verification organization.

If a company increases its registered capital, the capital contributions of the increased amount by the shareholders of a limited liability company and the new stocks as subscribed by the shareholders of a joint stock limited company shall be executed respectively according to the relevant provisions of the Company Law on the capital contributions for the establishment of a limited liability company and on the subscription of stocks for the establishment of a joint stock company. If a joint stock limited company increases its registered capital by means of public offer of stocks or a listed company increases its registered capital by means of non-public offer of stocks, the approval documents issued by the supervision and administration institution of securities of the State Council shall be submitted as well.

When the statutory common reserve of a company is converted into its registered capital, it shall be indicated in the assets verification certification that the rest of the statutory common reserve of the company shall be not less than 25% of the registered capital thereof before the conversion is conducted.

In case of reduction of the registered capital, a company shall apply for the alteration registration within 90 days when the resolution or decision on the alteration is made, and the relevant certificate certifying that the company has published the announcement on the reduction of its registered capital in the newspapers and an illustration on the situation of debt clearance or debt guarantee of the company shall be submitted as well

The registered capital of a company after capital reduction shall not be less than the minimum amount of the registered capital as prescribed by law.

Article 32

If a company alters its paid-in capital, .the asset verification certification issued by an lawfully established asset verification institution shall be submitted, and the capital contribution shall be made .in light of the time and form of capital contributions as indicated in the articles of association. The company shall, within 30 days as of the contribution of capital or funds as generated from the issuance of stocks in full amount, apply for the alteration registration.

Article 33

When altering the business scope, a company shall file an application for alteration registration within 30 days as of the date when the resolution or decision on the alteration is made. If the alteration in business scope concerns items that are required by laws or administrative regulations for approval, the application alteration registration shall be filed within 30 days as of the date of approval by relevant departments of the State.

Where the licenses or other approval documents for any item within the business scope of a company, which shall be subject to the approval according to relevant laws, administrative regulations or decisions of the State Council, are suspended or revoked or expires, the company shall, within 30 days as of the suspension or revocation of the licenses or other approval documents or as of the expiration date, apply for the alteration registration or transact the formalities of deregistration according to the provisions of Chapter VI of the present Regulations.

Article 34

When altering the type of company, an application for the alteration registration shall be filed with the company registration organ within the prescribed time limit according to the requirements of the type of company to be altered into, and the relevant documents shall be submitted as well. .

Article 35

When a limited liability company transfers its stock rights, it shall file an application for the alteration registration within 30 days as of the date when the stock rights are transferred, and it shall submit the certifications for the subject qualifications or natural person identity of the new shareholder.

If a natural-person shareholder of a limited liability company dies, and his lawful inheritor inherits his qualification as a shareholder, the company shall apply for alteration registration according to the provisions of the preceding paragraph.

If the shareholder of a limited liability company or the initiator of a joint stock limited company alters the personal name, the company shall file an application for the alteration registration within 30 days as of the date when the name is altered.

Article 36

If the alteration registration of any item of a company concerns the alteration of any registered item of its branch, the company shall apply for the alteration registration for its branch within 30 days as of the day when the alteration of the company is registered.

Article 37

If the articles of association of a company have been revised but the revision or revisions do not concern any registration item, the company shall submit the revised articles of association or the amendment of the articles of association to the original company registration organ for archival filing.

Article 38

If there is any alteration in the directors, supervisors or managers of a company, the company shall submit the alteration to the original company registration organ for archival filing.

Article 39

If the registration items have been altered after a company continues to exist despite merger or separation, the company shall file an application for the alteration registration; for a company which is dissolved after merger or separation, it shall file an application for writing-off registration. As for a company newly established after merger or separation, it shall file an application for establishment registration.

In the case of merger or separation of a company, the company shall file an application for registration within 90 days as of the date when the announcement is made, and submit the merger agreement, the resolution or decision concerning the merger or separation, the certificate certifying that the company has published its announcement on merger or separation in the newspapers, of and an illustration on the situation of its debt clearance or debt guarantee. If the merger or separation of a company shall be reported for examination and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Article 40

If the items of the alterations registration concern the items as specified in the business license of the enterprise legal-person, the company registration organ shall issue a new business license.

Article 41

When applying with the company registration organ for revocation or of its alteration registration according to the provisions of Article 22 of the Company Law, . the following documents shall be submitted:

(1)

An Application as signed by the legal representative of the company; and

(2)

A written judgment of the people's court.

Chapter VI Writing-Off Registration

Article 42

Where a company is dissolved and shall undergo liquidation according to laws, a liquidation group shall, within 10 days as of its formation, report the list of its members and principal to the company registration organ for archival filing.

Article 43

Under any of the following circumstances, the liquidation of a company shall apply for the writing-off registration with the original company registration organ within 30 days as of the date when the liquidation ends:

(1)

The company is declared bankrupt according to law;

(2)

The business operation term as prescribed in the articles of association expires or other causes for the dissolution of the company as prescribed in the articles of association emerge, except that the company continue to exist by altering the articles of association;

(3)

The company is dissolved by the resolution of the meeting of shareholders or the general assembly of Shareholders, or by the resolution of the shareholder of a one-person limited liability company or of the board of directors of a foreign-funded company;

(4)

The company is revoked of its business license, order to close down or revoked according to law;

(5)

The company is dissolved by the People's court according to law; or

(6)

Other circumstances fro dissolution as prescribed by laws and administrative regulations.

Article 44

When applying for writing-off registration, a company shall submit the following documents:

(1)

The application letter for writing-off registration as signed by the principal of the liquidation group of the company;

(2)

The ruling on bankruptcy and the adjudication document on dissolution made by the People's Court, the resolution or decision made by the company according to the Company Law, and the documents of administrative institution on ordering the company to close down or on revoking the company;

(3)

The liquidation report as filed and affirmed by the meeting of shareholders, the general assembly of shareholders, the shareholder of a one-person limited liability company, the board of directors of a foreign-funded company, the People's Court or the company approval organ;

(4)

The Business License of Legal Entity of the company; and

(5)

Other documents as required by laws or administrative regulations for submission.

Where a solely state-owned company applies for writing-off registration, it shall additionally submit the decision of the supervision and administration institution of state-owned assets. Particularly, for the key solely state-owned companies as decided by the State Council, the approval documents of the people's government at the same level shall be submitted as well.

Where a company that has branches applies for writing off registration, the certificates of writing off registration of its branches shall be submitted as well.

Article 45

A company shall be terminated after the writing-off registration at the company registration organ.

Chapter VII Registration of Branch Companies

Article 46

The "branch company" refers to an organization established by a company to engage in business operation outside its domicile. A branch company doesn't have the qualifications as a legal entity.

Article 47

The registration items of a branch or branches of a company shall include the name, business place, principal and business scope.

The name of a branch company shall accord with the relevant provisions of the State.

The business scope of a branch company shall not exceed that of its head office.

Article 48

When establishing a branch, a company shall apply for registration with the company registration organ of the locus of the branch company within 30 days as of the date when the decision is made. If the approval of relevant departments are required as prescribed by laws or administrative regulations, the application for registration shall be filed with the company registration organ within 30 days as of the date of the approval.

When applying for the establishment of a branch company, the following documents shall be submitted:

(1)

The application for the registration of a branch signed by the legal representative of the company;

(2)

The articles of association and a copy of the business license of legal entity affixed with the seal of the company;

(3)

The certificate for the use of the business place;

(4)

The appointment document and identity certification of the principal of the branch; and

(5)

Other documents required for submission as prescribed by the State Administration for Industry and Commerce.

Where it is prescribed by any law, administrative regulation or decision of the State Council that the establishment of a branch shall be reported for approval, or any item within the business scope of a branch shall be subject to approval before registration according to laws, administrative regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.

Where the company registration organ approves the registration of a branch, a Business License shall be issued. The company shall, within 30 days as of the day when its branch is registered, go to the company registration organ to transact the archival filing upon the strength of the Business License of its branch.

Article 49

If a branch of a company alters any of the registration items, it shall apply for the alteration registration with the company registration organ of the branch.

When applying for alteration registration, an application letter for the alteration registration signed by the legal representative of the company shall be submitted. If the name or business scope is altered, the copy of the Business License of Legal Entity affixed with the seal of the company shall be submitted as well; if the alteration concerns items within the business scope of the branch, which are required to be reported for approval by laws, administrative regulations or the decisions of the State Council, the relevant approval document shall be submitted; if the business place is altered, a certificate for the use of the new business place shall be submitted; if the principal is altered, the appointment document of the company and his identity certification shall be submitted.

If the company registration organ approves the application for alteration registration, a new business license shall be issued.

Article 50

When a branch company is revoked by its head office, closed down or revoked of its business license according to law, the company shall apply for the writing-off registration with the company registration organ of the branch company within 30 days as of the date when the decision is made. When applying for writing-off registration, the application letter for the writing-off registration signed by the legal representative of the company and the business license of the branch shall be submitted. If the company registration organ has approved the application for writing-off registration, it shall take over the business license of the branch.

Chapter VIII Procedures for Registration

Article 51

When applying for the registration of a company or a branch, the applicant may go to the company registration organ to submit its application, or may file an application by means of letter, telegraph, telex, fax, electronic data exchange or email.

Where any application is filed by such means as telegraph, telex, fax, electronic data exchange or email, the means of contact and the address of the applicant shall be provided.

Article 52

The company registration organ shall, in light of the following circumstances, respectively decide whether or not to accept an application:

(1)

Where the application documents and materials are complete and meet the statutory forms, or the applicant has submitted all the application documents and materials that have been supplemented and corrected in accordance with the requirements of the company registration organ, the institution shall decide to accept the application;

(2)

If the application documents and materials are complete and meet the statutory forms but the company registration organ considers that the application documents and materials still need verification, the company registration organ shall decide to accept the application and shall meanwhile inform the applicant of the items subject to verification as well as the reasons and time limit thereof in written form.

(3)

.If there are any mistakes that can be corrected on the spot in the application documents and materials, the applicant shall be allowed to correct it on the spot, affix its signature or seal to the correction and indicate the date of correction. Upon verification, if the relevant application documents and materials are confirmed to be complete and meet the statutory forms, the company registration organ shall decide to accept the application.

(4)

If the application documents and materials are incomplete or do not meet the statutory forms, the company registration organ shall, on the spot or within 5 days, inform the applicant of all the contents subject to supplementation and correction at one time. If it is informed on the spot, the application documents and materials shall be returned to the applicant. If it is informed within 5 days, the company registration organ shall collect the application documents and materials and shall issue a receipt of the application documents and materials. In case the company registration organ fails to inform the relevant applicant within 5 days, it shall be deemed that the application has been accepted as of the day when the application documents and materials are received. or

(5)

In case the items fail to fall within the registration scope of a company or within the registration jurisdiction of the organ, the decision on not accepting the application shall be made immediately, and the applicant shall be informed to apply to the relevant administrative institution.

As to an application that is filed by means of letter, telegraph, telex, fax, electronic data exchange, e-mail, and etc., the company registration organ shall, within 5 days as of receiving the application documents and materials, decide whether or not to accept the application."

Article 53

Except that an approval decision is made according to item (1), paragraph 1 of Article 54 of the present Regulations, if the company registration organ has decided to accept an application, it shall issue a Notice on Acceptance. In the case of rejection, it shall issue a Notice on Rejection, illustrate the reasons of rejection and inform the applicant of the right to apply for an administrative review or an administrative litigation according to law.

Article 54

The company registration organ shall, after deciding to accept an application, decide whether or not to approve the registration respectively in light of the different circumstances within the prescribed term:

(1)

When an application which is filed by an applicant on the spot at the company registration organ is accepted, the company registration organ shall decide to approve the application on the spot;

(2)

When an application which is filed by an applicant in letter form is accepted, the company registration organ shall decide to approve it within 15 days as of the acceptance.

(3)

When an application which is filed by an applicant in the form of telegraph, telex, fax, electronic data exchange, email, and etc., an applicant shall, within 15 days as of receiving the Notice on Acceptance, submit the originals of the application documents and materials, which meet the statutory forms and are in compliance with the contents of the telegraph, telex, fax, electronic data exchange, email, and etc.. If the applicant goes to the company registration organ to submit the originals of application documents and materials, the company registration organ shall decide to approve the registration on the spot. If an applicant submits the originals of the application documents and materials in letter form, the company registration organ shall decide to approve the registration within 15 days.

(4)

If the company registration organ does not receive any original of the relevant application documents and materials within 60 days as of sending out the Notice on Acceptance, or the originals of the application documents or materials are inconsistent with the application documents and materials as accepted by the company registration organ, it shall decide to reject the registration.

If the company registration organ needs to conduct any verification on the application documents and materials, it shall decide whether or not to approve the registration within 15 days as of the acceptance.

Article 55

If the company registration organ decides to approve the name of a company in advance, it shall issue a Notice on In-advance Approval for Enterprise Name. If the company registration organ decides to approve the establishment registration of a company, it shall issue a Notice on Approval for Establishment Registration and inform the applicant to obtain its business license within 10 days as of the decision is made. If the company registration organ decides to approve the alteration registration of a company, it shall issue a Notice on Approval of Alteration Registration and inform the applicant to renew its business license within 10 days as of the decision is made. If the institution decides to approve the writing-off registration of a company, it shall issue a Notice on Approval of Writing-off Registration, and take over the business license.

If the company registration organ decides to disapprove any name in advance or the registration, it shall issue a Notice on Rejecting the Enterprise Name or a Notice on Rejecting the Registration, illustrate the reason for disapproval of registration and inform the applicant of the right to apply for an administrative review or an administrative litigation according to law.

Article 56

When transact the establishment registration or the alteration registration, a company shall pay the registration fee to the company registration organ according to provisions.

When obtaining the Business License of Legal Entity of a company, the establishment registration fee shall be paid at 0.8¡ë of the total amount of its registered capital. If its registered capital exceeds 10 million Yuan, for the excess sum, the fee shall be paid at 0.4¡ë of the total amount of the registered capital. If its registered capital exceeds 0.1 billion Yuan, no fee shall be claimed for the excess sum.

When obtaining a business license, the fees for establishment registration shall be RMB 300 Yuan.

When applying for alteration registration, the alteration registration fee shall be RMB 100 Yuan.

Article 57

The company registration organ shall record the registered items of the company registration on the company registration book for the public to check and copy.

Article 58

The announcement on revoking the Business License of Legal Entity or the Business License shall be issued by the company registration organ.

Chapter IX Annual Inspection

Article 59

From March 1 to June 30 each year, the company registration organ shall conduct annual inspections on companies.

Article 60

The company shall accept the annual inspection within the prescribed period of time according to the requirements raised by the company registration organ, and submit an annual inspection report, its annual statement of assets and liabilities and balance sheet and the copy of the Business License of Legal Entity.

As for a company having a branch or branches, it shall reflect the relevant situation of the branch or branches in the annual inspection materials submitted, and submit the copy of the Business License(s) of the branch or branches.

Article61

The company registration organ shall, upon the annual inspection materials as submitted by a company, examine the relevant situations on the registration items of the company.

Article 62

The company shall pay fees for annual inspection to the company registration organ. The annual inspection fee shall be 50 Yuan.

Chapter X Management of Licenses and Archives

Article 63

The Business License of Legal Entity and the Business License shall have the originals and copies, which have equal legal force.

The original of the Business License of Legal Entity or the Business License shall be placed on an eye-catching position of the domicile of a company or the business place of its branch.

A company may, in light of the operation needs, apply for a number of copies of the business license with the company registration organ.

Article 64

No unit or individual may forge, alter, lease, lend or transfer the business license.

If a business license is lost or destroyed, the company shall proclaim its invalidity on the newspaper designated by the company registration organ and apply for the reissue of it.

If the company registration organ decides to alter, write off the registration or revoke the alteration registration, and the relevant company refuses to submit or fails to submit its Business License, the company registration organ shall announce the invalidity of the business license of the company.

Article 65

The company registration organ may temporarily detain the business license of a company if it deems it necessary to be authenticated, and the detaining term shall not exceed ten days.

Article 66

To borrow, copy, carry or duplicate the archive and materials on the registration of a company, it shall be conducted according to the prescribed purview and procedure.

No unit or individual may modify, alter, label or destroy the archive and materials on the registration of a company.

Article 67

The forms of the originals and copies of business licenses and the important formats or tables related to the company registration shall be constitute uniformly by the State Administration for Industry and Commerce.

Chapter XI Legal Responsibilities

Article 68

If the registration of a company is obtained through falsification of the registered capital, the company registration organ shall order the company to make corrections and impose a fine from five percent to 10 percent of the falsified registered capital. If the circumstance is very serious, the company registration organ shall revoke the company registration or revoke the business license.

Article 69

If registration of a company is acquired through a false certificate or other deceptive means, the company registration organ shall order the company to make corrections and impose a fine from RMB 50,000 Yuan to RMB 500,000 Yuan. If the circumstance is very serious, it shall revoke the company registration or revoke its business license.

Article 70

If the initiator or shareholder of a company makes false capital contribution, fails to deliver the monetary or non-monetary property as capital contribution, or fails to deliver them on time, ., the company registration organ shall order him/her to make corrections and impose a fine from 5 percent to 15 percent of the amount of the false capital contribution.

Article 71

If the initiator or shareholder of a company withdraws his/her capital contributions after the establishment of the company, the company registration organ shall order him/her to make corrections and impose a fine from 5 percent to 15 percent of the withdrawn capital.

Article 72

If a company fails to start the business after six months of its establishment without justifiable reasons or ceases the business for more than six months in succession after it starts the business, the company registration organ shall revoke its business license.

Article 73

When the registered items of a company alter, if the company fails to transact the alteration registration according to the provisions of the present Regulations, the company registration organ shall order it to get registered on time. If it has failed to get registered within the time limit, a fine from RMB10, 000 Yuan to RMB100, 000 Yuan shall be imposed. If the registration items fall within the items that shall be examined and approved as prescribed by laws, administrative regulations or decisions of the State Council, but the company engages in relevant business operations without approval by itself and the circumstance is serious, the business license shall be revoked.

If a company fails to transact the archival filing according to the provisions of the present Regulations, the company registration organ shall order it to do this within a time limit. In case the company fails to do this on time, a fine of not more than 30, 000 Yuan shall be imposed thereupon.

Article 74

If a company fails to notice or announce its creditor according to the provisions when merging, separating, reducing its registered capital or conducting liquidation, the company registration organ shall order it to make corrections and impose a fine from RMB 10,000 Yuan to RMB 100,000 Yuan.

If a company conceals any asset, makes any false record in its balance sheet or property checklist or distributes its assets before paying off the debts when conducting liquidation, the company registration organ shall order it to make corrections and impose upon the company a fine of 5% up to 10% of the concealed asset or the asset as distributed before paying off the debts. And a fine of RMB 10,000 Yuan up to RMB 100, 000 Yuan shall be imposed upon the directly liable persons-in-charge and other directly liable persons.

If a company engages in any business operation irrelevant to the liquidation when conducting liquidation, the company registration organ shall give it a warning and confiscate the illegal proceeds.

Article 75

If the liquidation group fails to submit the liquidation report to the company registration organ according to the provisions, conceals or misses important facts in the liquidation report submitted, the company registration organ shall order it to make corrections.

Where any member of the liquidation group takes advantage of his authority to practice favoritism, seeks any illegal proceeds or seizes any asset of the company, the company registration organ shall order him to refund the company's asset, confiscate the illegal proceeds and may impose thereupon a fine of 1 time up to 5 times of the illegal proceeds.

Article 76

If a company refuses to accept annual inspection according to the provisions, the company registration organ shall impose a fine from RMB 10,000 Yuan to RMB 100,000 Yuan, and order it to accept the annual inspection within the time limit. If it still refuses to accept the annual inspection within the time limit, its business license shall be revoked. In case a company conceals facts or resorted to deception during the annual inspection, the company registration organ shall impose a fine from RMB 10,000 Yuan to RMB 50,000 Yuan and order it to make corrections within the time limit. If the circumstance is very serious, its business license shall be revoked.

Article 77

If a company forges, alters, leases, lends or transfers its business license, the company registration organ shall impose a fine from RMB 10,000 Yuan to RMB 100,000 Yuan. If the circumstance is very serious, its business license shall be revoked.

Article 78

If a company fails to place its business license in an eye-catching position of its business place, the company registration organ shall order it to make corrections. If it refuses to make corrections, a fine from RMB1, 000 Yuan to RMB5, 000 Yuan shall be imposed.

Article 79

If an institution in charge of asset assessment, asset verification or authentication provides any false material, the company registration organ shall confiscate the illegal proceeds and impose thereupon a fine of 1 time up to 5 times of the illegal proceeds. The relevant administrative department may order the said institution to stop its business, revoke the qualification certificate of the directly liable person and revoke the Business License.

If an institution in charge of asset assessment, asset verification or authentication provides a report with any important omission, the company registration organ shall order it to make correction, and may, if the circumstance is serious, impose thereupon a fine 1 time up to 5 times of the illegal proceeds. The relevant administrative may order the said institution to stop its business, revoke the qualification certificate of the directly liable person and revoke the Business License.

Article 80

If a company which has not registered itself as a limited liability company or a joint stock limited company according to law uses the name of a limited liability company or a joint stock limited company, or a company which has not registered itself as a branch of a limited liability company or a branch of a joint stock limited company according to law uses the name of a branch of a limited liability company or a branch of a joint stock limited company, the company registration organ shall order it to make corrections or ban it, and may impose a fine from RMB 10,000 Yuan RMB 100,000 Yuan. .

Article 81

If an company registration organ approves the registration of a company which fails to meet the prescribed requirements or does not approve the registration of a company which meets the prescribed requirements, or cover up for illegal registrations administrative punishments shall be imposed upon the directly liable person-in-charge and other directly liable persons,

Article 82

If any superior department of the company registration organ orders the company registration organ by force to prove any registration application fails to meet the prescribed requirements, or refuse to prove any registration application which meets the prescribed requirements, or covers up for illegal registrations, administrative punishments shall be imposed upon the directly liable person¡ªin-charge and other directly liable persons according to laws.

Article 83

If a foreign company violates any provision of the Company Law by unlawfully establishing any branch within the territory of China by itself, the company registration organ shall order it to make corrections or close down, and may impose thereupon a fine of RMB 50, 000 Yuan up to RMB 200, 000 Yuan.

Article 84

If any person engages in serious illegal acts that may threaten the state security and social public interests taking advantage of the name of a company, the Business License of the company shall be revoked.

Article 85

If any branch of a company has any illegal acts in violation of the provision of the present Chapter, the provisions of the present Chapter shall be applied thereto.

Article 86

If anyone violates the provisions of the present Regulations and thus constitutes a crime, he/she shall be subject to criminal liabilities according to law.

Chapter XII Supplementary Provisions

Article 87

The present regulations shall apply to the registration of foreign-funded companies. If there are other provisions about the registration of foreign-funded companies in the laws concerning foreign-funded enterprises, such provisions shall apply.

Article 88

Where it's prescribed by any law, administrative regulation or decision of the State Council that the establishment of a company shall be reported for approval, or any item within the business scope of the company shall be subject to approval before registration according to law, administrative regulation or decision of the State Council, the State Administration for Industry and Commerce shall workout and promulgate the Catalogue of Administrative Licenses before the Registration of Companies according to laws, administrative regulations and decisions of the State Council.

Article 89

The present Regulations shall go into effect as of July 1, 1994.