Laws of the Guangdong Province

Regulations of the Shenzhen Special Economic Zone on the Administration of the Registration of Institutions

(Adopted at the Sixteenth Meeting of the Standing committee of the Second Shenzhen Municipal People' s Congress on July 15, 1997, promulgated by Public Notice No. 50 of the Standing Committee of the Shenzhen Municipal People' s Congress on July 15, 1997)

Chapter I General Provisions

       Article 1 In order to strengthen the administration of institutions, standardize the acts of the registration of institutions, these regulations are hereby formulated in accordance with the basic principles of the laws, regulations of the state and in the light of the practical conditions of the Shenzhen Special Economic Zone (hereinafter referred to as the Special Zone).

       Article 2 The institutions referred to in these regulations shall mean the social organizations which are established within the Special Zone upon the approval of the administrative department of organizational establishment in order to provide services for society, but have neither function of administration nor purpose to make profits.

       Article 3 The establishment, change, and termination of an institution within the Special Zone shall go through the formalities of the registration according to these regulations.

       The units which should register as enterprises, social organizations according to law shall not register as institutions.

       If there are other stipulations in laws, regulations, the stipulations shall be honored.

       Article 4 The administrative departments of organizational establishment of the Shenzhen Municipality (hereinafter referred to as the municipality) and various districts shall be the offices of the registration of the institutions of the municipality and districts (hereinafter referred to as the registration offices).

       The municipal department of organizational establishment shall be responsible for the registration of the institutions of the whole municipality.

      Article 5 The municipal registration office shall be responsible for the registration of the following institutions:

(1)   the institutions subordinating to the municipal people' s government and its various bureaus, offices, and other organs directly under the municipality;

(2)   the institutions subordinating to the municipal bodies of people' s organizations;

(3)   the resident institutions approved by the administrative departments of organizational establishment of other municipalities;

(4)   the other institutions whose registration the municipal registration office should be responsible for according to laws, regulations, rules.

Article 6 The district registration office shall be responsible for the registration of

the institutions within its jurisdiction except for those listed in Article 5 of these regulations.

       Article 7 If an institution and its related personnel have an objection to the specific registration acts of a registration office, an application for a review may be filed to the administrative review office of the people' s government of the same level, a legal action also may be directly taken at the people' s court.

Chapter II Application for the Establishment of Registration

       Article 8 It shall meet the following requirements to apply for the registration of an institution as a corporate body:

(1)   to have obtained the document to approve the establishment of the institution;

(2)   to have a normative name and organization;

(3)   to have its constitution or the clearly defined scope of duties and operation;

(4)   to have the space appropriate for the operation, services to be engaged in;

(5)   to have the personnel, equipments, facilities and funds corresponding to the nature, scope, and scale of its operation;

(6)   to be able to hold the civil liability independently.

If Item (6) of the previous section cannot be met, an application for the

registration of an institution as a non-corporate body may be filed.

Article 9 The following documents shall be submitted to the registration office in

order to establish the registration of an institution:

(1)   a written application for the registration signed by the person in charge of the preparation of the establishment of the institution and the responsible department in charge of the trade;

(2)   the document to approve the establishment of the institution;

(3)   the identification certificate of the legal representative;

(4)   the constitution or the document to certify the clearly defined scope of duties and operation;

(5)   the certificate of the sources of funds;

(6)   the certificate of the right to use the space;

(7)   the other documents required by the registration office to be submitted.

In case of applying for the registration of an institution as a corporate body, the

certificate of the check-up of assets issued by a Chinese chartered accountant shall be presented.

       Article 10 The registration of an institution shall include the following items:

(1)   the name of the institution, the code of the logo;

(2)   the responsible department, sponsoring body;

(3)   the serial number of the approval document, the approval office;

(4)   the legal representative, the legal address;

(5)   the size of personnel, the sources of funds;

(6)   the duties and tasks;

(7)   corporate body or non-corporate body.

The registration of an institution as a corporate body shall include also the total

amount of the assets.

       Article 11 Within 20 days from the date of receiving all the documents to apply for the establishment of registration, the registration office shall verify their authenticity, legitimacy, validity, and the related items and requirements of the registration. If an institution meets the requirements for the establishment of registration and is qualified as a corporate body, the certificate of corporate institution shall be issued; if an institution meets the requirements, but is not qualified as a corporate body, the certificate of institution shall be issued. If an application is rejected after the examination, a written reply shall be made to explain the reasons.

       The institutions which have been established before these regulations take effect shall apply for the registration to the registration office within 6 months from the date when these regulations take effect.

       Article 12 One institution shall register only one name.

       If an institution has other names at the same time, the name corresponding to its main business shall be registered after the registration office has given its approval, the other names shall be listed in the certificate of corporate institution or the certificate of institution.

       The name of an institution which has been approved by the registration office shall be protected by law.

       Article 13 The date of issuing the certificate of corporate institution or the certificate of institution to an institution shall be the date of the establishment of the institution.

       Only from the date when the registration office issues the certificate of corporate institution or the certificate of institution to an institution may the institution engage in the activities which correspond to its duties and tasks.

       Article 14 An institution shall order a seal and open a bank account according to the relate rules by presenting the certificate of corporate institution or the certificate of institution.

       An institution shall present to the registration office for record the seal which the institution has started using.

Chapter III Change of Registration, Cancellation of Registration

       Article 15 If the registration item of an institution has changed, an application for the change of registration shall be filed to the registration office within 30 days from the date of approval of the change of the registration item. But in case of the change of the total amount of assets, the change of registration shall be made at the same time when the annual inspection takes place.

       Article 16 In order to apply to change the registration of an institution, the following documents shall be submitted to the registration office:

(1)   the application to change the registration signed by the legal representative;

(2)   the document of the approval of the change of the institution;

(3)   the other documents required by the registration office to be submitted according to the related rules.

Article 17 Within 15 days from the date of receiving all the documents to apply

to change the registration, the registration office shall make a decision on whether to approve the change of the registration or not, and announce it. In case of rejecting the change of the registration, a written explanation on the reasons shall be provided.

       Article 18 If an institution is in one of the following situations, it shall be terminated and liquidated. Within 15 days from the date of the end of the liquidation, an application for the cancellation of the registration shall be filed to the registration office:

(1)   the incidents prescribed by the constitution as the cause of dissolving take place;

(2)   the sponsoring body decides to dissolve;

(3)   the merger, separation leads to dissolving;

(4)   the department of organizational establishment decides to disband;

(5)   the registration office orders to dissolve according to these regulations.

The specific methods of the liquidation of an institution shall be applied by

referring to the related stipulations of Regulations of the Shenzhen Special Economic Zone on the Liquidation of Enterprises. 

       Article 19 In order to apply to cancel the registration of an institution, the following documents shall be submitted to the registration office:

(1)   the application to cancel the registration;

(2)   the document of the department of organizational establishment to approve the dissolving of the institution or the document to decide to disband;

(3)   the liquidation report confirmed by the related offices;

(4)   the other documents required by the registration office to submit.

The institutions which the registration office orders to dissolve according to these

regulations shall not be bound by the previous section of this article.

       Article 20 An institution shall be terminated from the date when the registration office approves the application for the cancellation of the registration.

       The registration office shall take back the certificate of corporate institution or the certificate of institution, and the seal as well from the institution whose registration has been approved to be cacelled.

Chapter IV Supervision and Administration

       Article 21 The registration offices shall conduct the annual inspection of institutions.

       The annual inspection of institutions shall be conducted from February 1 to April 30 every year.

       Article 22 When accepting the annual inspection, an institution shall submit the following documents to the registration office:

(1)   the registration form of the annual inspection signed by the legal representative;

(2)   the certificate of corporate institution or the certificate of institution and the photo copies of these documents;

(3)   the annual report;

(4)   the state of the operation within the scope of duties and services;

(5)   the use of the organizational establishment, the setup of posts, and the personnel structure;

(6)   the sources of funds and the expenses;

(7)   the annual fiscal report and the audit report issued by a Chinese chartered accountant;

(8)   the other documents required by the registration office to submit according to the related rules.

Article 23 The certificate of corporate institution, the certificate of institution

shall have both the original and the duplicate copies, which have the same legal validity. Any units and individuals other than the registration offices may not take away and hold these documents

       Any units and individuals shall not fabricate, alter, rent out, loan, transfer the certificates of corporate institution and the certificate of institution.

       Article 24 If an institution has lost the certificate of corporate institution or the certificate of institution, an application for a new one shall be filed after making a statement in the newspapers that the lost one is no longer valid.

       Article 25 The certificate of corporate institution, the certificate of institution, and the documents, forms related to the registration of an institution shall be unitarily made by the municipal registration office.

Chapter V Penalty Provisions

       Article 26 If an institution which has not been approved to register operates without authority, or an institution withholds the truth, practices fraud, and fails to register according to the second section of Article 11 of these regulations, the registration office shall have the power to order it to correct, and impose a fine of 10,000 RMB on the directly responsible person.

       Article 27 In case of violation of these regulations by failing to register the changes according to the rules or going against the registration items, the registration office shall order correction; if the circumstances are serious, the registration office shall impose a fine of 10,000 RMB on the legal representative and the directly responsible person of the institution.

       In case of violation of Article 18 of these regulations by failing to cancel registration according to the rules, the registration office shall have the power to order cancellation by a deadline; if the cancellation has not been done after the deadline, a fine of more than 5,000 but less than 10,000 RMB shall be imposed on the related directly responsible person.

       Article 28 If an institution, in violation of these regulations, fails to operate according to the duties and tasks, the registration office shall circulate a notice of criticism, order correction, confiscate illegal earnings, and may impose a fine of more than 10,000 but less than 50,000 RMB; if the circumstances are serious, the registration office may suspend its certificate of corporate institution or certificate of institution.

Article 29 If an institution, in violation of these regulations, fails to do the annual

inspection according to the rules or withholds the truth, practices fraud in the annual inspection, the registration office shall circulate a notice of criticism, order correction, and may impose a fine of 30,000 RMB; a fine of 10,000 RMB shall be imposed on the legal representative and the directly responsible person of the institution; if the circumstances are serious, to stop business for rectification shall be ordered.

      Article 30 In case of violation of the second section of Article 23 of these regulations by fabricating, altering, renting out, loaning, transferring the certificate of corporate institution or the certificate of institution, the registration office shall impose a fine of more than 10,000 but less than 30,000 RMB; if the circumstances are serious, to stop business for rectification shall be ordered.

       Article 31 If a registration office and its personnel, in violation of these regulations, neglect duties, practice favoritism and irregularities, and resorting to deception, the municipal department of administrative supervision shall investigate into the administrative responsibility; if a crime is constituted, the criminal responsibility shall be investigated into according to law.

Chapter VI Supplementary Provisions

       Article 32 The establishment, change, and termination of an institution shall be made public by the registration office in The Newspapers of the Shenzhen Special Economic Zone or The Shenzhen Commerce Journal.

       Article 33 The Shenzhen Municipal People' s Government may formulate the detailed rules for the implementation of these regulations.