The Regulations of the Company Registration of the People’s Republic of China is promulgated jointly by the State Council of China on June 24, 1994. The third Revision pursuant to the decision of the State Council on amending some administrative regulations on February 6th, 2016 (Effective)
Chapter 1 General Provisions
Article 1 These regulations have been formulated pursuant to the Company Law of the People’s Republic of China (hereinafter referred to as “company law”) in order to confirm the capacity of companies as legal entitles and standardize the behavior of company registration.
Article 2 Establishment, change, and termination of limited liability companies and companies limited by shares (hereinafter referred to collectively as the “Companies”) shall undergo company registration formalities pursuant to these Regulations.
The Applicants for company registration shall be responsible for the veracity of the application documents and materials.
Article 3 Only after the registration is approved by company registration authorities and the acquirement of a “Business License of Legal Entity”, a company can acquire the capacity as a legal entity.
A company established after this set of regulations becoming effective shall not engage in any business activities in the name of the company unless its registration has been approved by the company registration authorities.
Article 4 Administrations for industry and commerce are the company registration authorities.
The company registration authorities at a lower level shall work under the leadership of company registration authorities at a higher level.
Company registration authorities shall perform their duties pursuant to the law, without unlawful interference.
Article 5 The State Administration for Industry and Commerce shall be in charge of company registration across the country.
Chapter 2 Jurisdiction of Registration
Article 6 The State Administration for Industry and Commerce is responsible for the registration of the following companies:
- The company for which the State-owned assets supervision and administration authorities of the State Council is a capital contributory, and companies invested and set up by the said company which holds 50% or more of their shares;
- The companies established by foreign investors;
- Companies registered with the State Administration for Industry and Commerce pursuant to the provisions of laws, administrative regulations, or the decisions of the State Council; and
- Any other companies to be registered with the State Administration for Industry and Commerce as stipulated by the State Administration for Industry and Commerce.
Article 7 The administrative department 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:
- A company in which the state-owned assets supervision and administration institution of the people’s government of a province, autonomous region, or municipality directly under the Central Government performs the functions of a capital contributor and any company which is formed by such a company as a shareholder holding more than 50% of the shares thereof.
- A company formed by a natural person shall be registered with the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government in accordance with the rules thereof.
- A company which shall be registered with the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government in accordance with any law, administrative regulation, or decision of the State Council.
- Any other company which shall be registered as authorized by the State Administration for Industry and Commerce.
Article 8 The administrative department for industry and commerce of a district city (or prefecture), the administrative department for industry and commerce of a county, a branch of the administrative department for industry and commerce of a municipality directly under the Central Government, or a district branch of the administrative department for industry and commerce of a district city shall be responsible for the registration of the following companies within its jurisdiction:
- The Companies other than those companies set out in Articles 6 and 7 of this Regulation.
- Companies to be registered pursuant to authorization by the State Administration for Industry and Commerce and the administration for industry and commerce of provinces, autonomous regions, and centrally administered municipalities.
The jurisdiction for registration stipulated in the preceding paragraph shall be stipulated by the administration for industry and commerce of the province, autonomous region, or centrally-administered municipality. The administration for industry and commerce of municipalities (prefectures) divided into districts shall be responsible for the registration of companies limited by shares.
Chapter 3 Registration Requirement
Article 9 Company registration matters shall include:
- Name;
- Address;
- Name of the legal representative;
- Registered capital;
- Type of companies;
- Scope of business;
- Business term; and
- Name of shareholders of limited liability companies or promoters of companies limited by shares.
Article 10 Company registration matters shall comply with the provisions of laws and administrative regulations. Company registration matters which do not comply with the provisions of laws and administrative regulations shall not be registered by the company registration authorities.
Article 11 Company names shall comply with the relevant provisions of the State. A company shall only use one name. Company names approved by and registered with the company registration authorities shall be protected by the law.
Article 12 The address of a company shall be the main office location of the company. A company registered with the company registration authorities shall have one address only. The address of the company shall be within the jurisdiction of its company registration authorities.
Article 13 The registered capital of companies shall be expressed in Renminbi (RMB) unless otherwise stipulated by laws and administrative regulations.
Article 14 The capital contribution methods of shareholders shall comply with the provisions of Article 27 of the Company Law, however, shareholders shall not make the capital contribution in the form of the appraised value of services, credit, name of the natural person, goodwill, franchise rights or properties on which security interests are created.
Article 15 The scope of business of a company shall be stipulated by its articles of association and registered pursuant to the law. The terms used in the scope of business of a company shall make reference to the national industry classification standard.
Article 16 Types of companies shall include limited liability companies and companies limited by shares. A one-person limited liability company shall state natural person sole proprietorship or Legal Representative sole proprietorship in its company registration, and state so in the company’s business license.
Chapter 4 Registration
Article 17 In the formation of a company, an application for the pre-approval of the name of the company shall be filed.
Where the formation of a company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council or any item in the business scope of a company must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the company shall undergo the pre-approval of its name before filing the aforesaid report for approval, and the aforesaid report for approval shall be filed in its name as pre-approved by the company registration authority.
Article 18 In the formation of a limited liability company, a representative designated or an agent jointly authorized by all the shareholders shall apply for the pre-approval of the name of the company to the company registration authority. In the formation of a joint-stock limited company, a representative designated or an agent jointly authorized by all the promoters shall apply for the pre-approval of the name of the company to the company registration authority.
To apply for the pre-approval of the name of a company, the applicant shall submit the following documents:
- A written application for the pre-approval of the name of the company assigned by all the shareholders of the company if it is a limited liability company or by all the promoters of the company if it is a joint-stock limited company;
- A certificate on the designation of a representative or the joint authorization of an agent by all the shareholders or promoters;
- Other documents as required by the State Administration for Industry and Commerce of the People’s Republic of China (SAIC).
Article 19 The pre-approved name of a company shall be reserved for six months. Within the period of reservation, the pre-approved name shall neither be used for any business activity nor be transferred.
Article 20 In the formation of a limited liability company, a representative designated or an agent jointly authorized by all the shareholders shall apply for formation registration to the company registration authority. In the formation of a wholly state-owned company, the state-owned assets supervision and administration institution of the corresponding people’s government as authorized by the State Council or the local people’s government shall act as the applicant to apply for formation registration. Where the formation of a limited liability company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, an application for formation registration shall be filed with the company registration authority within 90 days from the date of approval; and if the application for formation registration is overdue, the applicant shall report to the approving authority for confirmation of the validity of the original approval document or for separate approval.
To apply for the formation of a limited liability company, the applicant shall submit the following documents to the company registration authority:
- An application form for registration assigned by the legal representative of the company;
- A certificate on the designation of a representative or the joint authorization of an agent by all the shareholders;
- The company’s articles of association;
- An eligibility certificate of each shareholder which is an entity or the identification of each shareholder who is a natural person;
- Documents stating the names and domiciles of all the directors, supervisors, and managers of the company and certificates on the relevant appointment, election, or employment;
- The office appointment document and the identification of the legal representative of the company;
- A notice of pre-approval of enterprise name;
- A Proof of domicile of the company;
- Other documents as required by the SAIC.
The formation of a limited liability company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted.
Article 21 In the formation of a joint-stock limited company, the board of directors of the company shall apply for formation registration to the company registration authority. Where a joint-stock limited company is formed by stock floatation, the board of directors of the company shall apply for formation registration to the company registration authority within 30 days after the end of the foundation meeting.
To apply for the formation of a joint-stock limited company, the applicant shall submit the following documents to the company registration authority:
- A written application for formation registration assigned by the legal representative of the company;
- A certificate on the designation of a representative or the joint authorization of an agent by the board of directors;
- The company’s articles of association;
- An eligibility certificate of each promoter which is an entity or the identification of each promoter who is a natural person;
- Documents stating the names and domiciles of all the directors, supervisors, and managers of the company and certificates on the relevant appointment, election, or employment;
- The office appointment document and the identification of the legal representative of the company;
- A notice of pre-approval of enterprise name;
- Proof of domicile of the company;
- Other documents as required by the SAIC.
If a joint-stock limited company is formed by stock floatation, the minutes of the foundation meeting and a capital verification certificate issued by a legally formed capital verification agency shall also be submitted; and if the joint-stock limited company formed by stock floatation offers shares to the public, the relevant approval document issued by the securities regulatory authority of the State Council shall also be submitted.
The formation of a joint-stock limited company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted.
Article 22 If there are items in the business scope of a company that needs to be registered upon application in accordance with any law, administrative regulation, or decision of the State Council, it must be reported for approval before registration. It shall be reported to the relevant department of the state for approval before the company registration, and the relevant approval document shall be submitted to the company registration authority.
Article 23 If the provision of the company association violates any law or administrative regulation, the company registration authority shall have the authority to require the company to amend it.
Article 24 The proof of domicile of a company means the documents that can prove that the company has a right to use the domicile.
Article 25 The company registration authority shall issue a Business License for an Enterprise Legal Representative to a legally formed company. The date of issuance of the business license of the company shall be the date of formation of the company. The company shall have its seals made, open a bank account, and apply for tax registration on the basis of the Business License for an Enterprise Legal Representative issued by the company registration authority.
Chapter 5 Change of Registration
Article 26 To change any content of registration, a company shall apply for the change of registration to the original company registration authority.
A company shall not modify any content of registration without undergoing the change of registration.
Article 27 To apply for modification registration, a company shall submit the following documents to the company registration authority:
- The Application form for change of registration signed by the legal representative of the company;
- The Company Resolutions or decisions made in accordance with the company law;
- Other documents as required by the SAIC.
If a company’s modification of the contents of registration involves the amendment of the Articles of association, the amended Articles of association of the company, or the amendment(s) to the Articles of association of the company assigned by the legal representative of the company shall be submitted.
The modification of the contents of registration must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted to the company registration authority.
Article 28 To change the company name, it shall apply for change registration within 30 days from the date of making the change resolution or decision.
Article 29 To change the company address, an application for change registration shall be made prior to moving into the new address, and the proof of use of the new address shall be submitted.
If the new address is outside the jurisdiction of the company registration authorities, the application for change registration shall be submitted to the company registration authorities at the location of the new address prior to moving into the new address; where the company registration authorities at the location of the new address accept the application, the original company registration authorities shall forward the company registration files to the company registration authorities at the location of the new address.
Article 30 To change the legal representative of a company, an application for change registration shall be submitted within 30 days from the date of the resolution or decision on the change.
Article 31 To increase the registered capital of a company, an application for change registration shall be submitted within 30 days from the date of the resolution or decision on the change.
To reduce the registered capital, an application for change registration shall be submitted 45 days after the date of the announcement, the relevant proof of the announcement on reduction of registered capital published by the company in the newspapers, and a statement on repayment of the company’s debts or debt guarantee shall be submitted.
Article 32 To change the Business Scope of a company, an application for change registration shall be submitted within 30 days from the date of the resolution or decision on the change; If the laws and administrative regulations or the decisions of the State Council stipulate that the Business Scope is subject to approval prior to registration, the application for change registration shall be submitted within 30 days from the date of approval by the relevant State authorities.
If the permit or approval document of a project in the Business Scope of a company for which the laws and administrative regulations or the decisions of the State Council require prior approval is canceled or revoked, or the permit or approval document is expired, the application for change registration shall be submitted within 30 days from cancellation or revocation or from the expiry of the validity period of the permit or approval document or shall be undergoing deregistration formalities pursuant to the provisions of Chapter 6 of these Regulations.
Article 33 To change of company type, an application for change registration shall be submitted to the company registration authorities within the stipulated period pursuant to the established criteria for the new company type, and the relevant documents shall be submitted.
Article 34 To change the shareholders of a limited liability company, an application for change registration shall be submitted within 30 days from the date of the change, and the proof of entity status or natural person identity document of the new shareholder(s) shall be submitted.
After the death of a natural person shareholder of a limited liability company, if his/her legitimate successor inherits the shareholder qualification, the company shall apply for change registration in accordance with the provisions of the preceding paragraph.
To change the name of a shareholder of a limited liability company or a promoter of a company limited by shares, an application for change registration shall be submitted within 30 days from the change of name.
Article 35 If a change of company registration matter involves a change of branch registration matter, an application for change of branch registration shall be submitted within 30 days from the date of change of company registration.
Article 36 If the amendments to a company’s articles of association do not involve a company registration matter, the company shall file the amended articles of association or the amendments to the articles of association with the original company registration authorities for the record.
Article 37 To change the director, supervisor, or manager of a company, records shall be filed with the original company registration authorities.
Article 38 If the survive registered company due to the merger or division change, it shall apply for change registration; If the company is dissolved due to the merger or division, it shall apply for cancellation of registration; If a company is newly established due to merger or division, it shall apply for establishment registration.
For merger or division, the application for registration shall be submitted 45 days after the date of the announcement, and the merger agreement and the resolution or the decision on merger or division and proof of the announcement on merger or division published by the company in the newspapers and a statement on debt repayment or debt guarantee shall be submitted. Where the laws and administrative regulations or the decisions of the State Council stipulate that the merger or division of a company is subject to approval, the relevant approval document shall also be submitted.
Article 39 If the change of a registration matter involves a matter set out in the Enterprise Legal Representative Business Licence, the company registration authorities shall reissue a business license.
Article 40 The following documents shall be submitted to the company registration authorities for an application for revocation of change registration pursuant to Article 22 of the Company Law:
- An application form signed by the company’s legal representative; and
- The judgment of the People’s Court.
Chapter 6 Deregistration
Article 41 In the event of dissolution and liquidation of a company pursuant to the law, the liquidation team shall file the name list of members and the person-in-charge of the liquidation team with the company registration authorities within 10 days from the establishment of the liquidation team for the record.
Article 42 Under any of the following circumstances, the company’s liquidation team shall apply to the original company registration authorities for deregistration within 30 days from completion of the company’s liquidation:
- The company is declared bankrupt pursuant to the law;
- The business term stipulated in the company’s articles of association has expired, or any other dissolution event stipulated in the company’s articles of association occurs, except where the company continues to exist through making amendments to its articles of association;
- A shareholders’ meeting or a shareholders’ general meeting has passed a resolution on dissolution, or the shareholder of a one-person limited liability company or the board of directors of a foreign-funded company has passed a resolution on dissolution;
- The business license of the company is canceled pursuant to the law, or the company is ordered to be closed down or revoked;
- The company is dissolved by a People’s Court pursuant to the law; and
- Any other dissolution circumstance stipulated by the laws and administrative regulations.
Article 43 The following documents shall be submitted for an application for deregistration:
- An application form for deregistration signed by the person-in-charge of the company’s liquidation team;
- The ruling on bankruptcy or dissolution issued by a People’s Court, the resolution or decision of the company made pursuant to the Company Law, or the document issued by the administrative authorities for closure or revocation of the company;
- The liquidation report filed and confirmed by a shareholders’ meeting or a shareholders’ general meeting, the shareholder of a one-person limited liability company, the board of directors of a foreign-funded company or a People’s Court, or the company approval authorities;
- The Enterprise Legal Representative Business Licence; and
- Any other document to be submitted as stipulated by the laws and administrative regulations.
Wholly State-owned companies applying for deregistration shall also submit the decision of the State-owned assets supervision and administration authorities, among which, those determined by the State Council to be important wholly State-owned companies shall also submit the approval document(s) issued by the counterpart level People’s Government.
A company with branches applying for deregistration shall also submit the proof of deregistration of the branches.
Article 44 A company shall be terminated upon deregistration by the company registration authorities.
Chapter 7 Registration of Branches
Article 45 Branches shall mean organizations set up by a company outside its address to engage in business activities. Branches do not have enterprise Legal Representative status.
Article 46 Branch registration matters shall include name, business premises, person-in-charge, and scope of business.
The name of a branch shall comply with the relevant provisions of the State.
The scope of business of a branch shall not exceed the company’s business scope
Article 47 For the establishment of a branch, the company shall apply for registration with the company registration authorities at the location of the branch within 30 days from the date of the decision; where the laws and administrative regulations or the decisions of the State Council stipulate that establishment of the branch is subject to approval by the relevant authorities, the application for registration shall be submitted to the company registration authorities within 30 days from the date of approval.
The following documents shall be submitted to the company registration authorities for the establishment of a branch:
- An application form for establishment of a branch signed by the company’s legal representative;
- The company’s articles of association and photocopy of the Enterprise Legal Representative Business Licence affixed with the company seal;
- Proof of use of business premises;
- Appointment document and identity document of the person in charge of the branch; and
- Any other document to be submitted as required by the State Administration for Industry and Commerce.
If the laws and administrative regulations or the decisions of the State Council stipulate that establishment of the branch is subject to approval, or the scope of business of the branch falls under the scope of projects which require approval prior to registration pursuant to the laws and administrative regulations or the decisions of the State Council, the relevant approval document(s) shall also be submitted.
If the company registration authorities of the branch approve the registration, a business license shall be issued. The company shall present the branch’s business license to file a record with the company registration authorities within 30 days from registration of the branch.
Article 48 Branch which changes its registration matter(s) shall submit an application for change registration to the company registration authorities.
An application for change registration signed by the company’s legal representative shall be submitted. For the change of name or Business scope, a photocopy of the Enterprise Legal Representative Business Licence affixed with the company seal shall be submitted; where the branch’s scope of business falls under the scope of projects which require approval prior to registration pursuant to the laws and administrative regulations or the decisions of the State Council, the relevant approval document(s) shall also be submitted. For the change of business premises, the proof of use of the new business premises shall be submitted. For the change of person in charge, the appointment or removal document and his/her identity document shall be submitted.
If the company registration authorities approve the change registration, a new business license shall be issued.
Article 49 If a branch is revoked by the company, or a branch is ordered to be closed down pursuant to the law or the business license of a branch is canceled, the company shall apply to the company registration authorities of the branch for deregistration within 30 days from the date of the decision. An application form for deregistration signed by the company’s legal representative and the branch’s business license shall be submitted. Where the company registration authorities approve the deregistration, the branch’s business license shall be surrendered.
Chapter 8 Registration Procedures
Article 50 For company registration and branch registration, the applicant may submit the application to the company registration authorities on-site, or by way of correspondence, telegraph, telex, facsimile, electronic data exchange, and email, etc.
If the application is submitted by way of the telegraph, telex, facsimile, electronic data exchange, and email, etc, the contact details and correspondence address of the applicant shall be provided.
Article 51 The company registration authorities shall decide on acceptance or non-acceptance of an application in accordance with the following circumstances:
- If the application documents and materials are complete and comply with the statutory format, or the applicant has supplemented or corrected the application documents and materials as required by the company registration authorities, the company registration authorities shall decide to accept the application;
- If the application documents and materials are complete and comply with the statutory format, but the company registration authorities deem that the application documents and materials require verification, the company registration authorities shall decide to accept the application and notify the applicant in writing simultaneously of the matter(s) which require(s) verification, the reason(s) and time frame.
- If the application documents and materials contain an error that can be corrected on the spot, the applicant shall be allowed to make a correction on the spot, and the applicant shall sign or affix seal next to the correction and state the date of correction; where the application documents and materials are found to be complete and comply with the statutory format, the application shall be accepted;
- If the application documents and materials are incomplete or do not comply with the statutory format, the applicant shall be notified of all the requisite supplementation and correction in a one-off manner on the spot or within five days; where the applicant is notified on the spot, the application documents and materials shall be returned to the applicant; where the applicant is notified within five days, the application documents and materials shall be collected and an acknowledgment of receipt of the application documents and materials shall be issued; where the applicant is not notified within the stipulated period, the application shall be deemed accepted on the date of receipt of the application documents and materials.
- If the application does not fall under the category of company registration or does not fall under the authorities’ jurisdiction for registration, the registration authorities shall forthwith decide not to accept the registration and notify the applicant to submit an application to the relevant administrative authorities.
If applications are submitted by way of correspondence, telegraph, telex, facsimile, electronic data exchange, and email, etc, the company registration authorities shall decide on acceptance or non-acceptance of application within five days from receipt of the application documents and materials.
Article 52 Except for approval of registration pursuant to item 1 of the first paragraph of Article 54 of these Regulations, where the company registration authorities decide to accept an application, a “Notice of Acceptance” shall be issued; where the company registration authorities decide not to accept an application, a “Notice of Non-acceptance” shall be issued, stating the reason(s) for non-acceptance, and the applicant shall be notified of its right to apply for administrative review or file an administrative lawsuit pursuant to the law.
Article 53 The company registration authorities shall decide on approval or non-approval of registration of an accepted application within the stipulated period in accordance with the respective circumstances:
- If an application submitted to the company registration authorities on-site by an applicant is accepted, the company registration authorities shall approve the registration on the spot;
- If an application submitted by an applicant by way of correspondence is accepted, the company registration authorities shall approve the registration within 15 days from the date of acceptance;
- If an application is submitted by way of the telegraph, telex, facsimile, electronic data exchange or email, etc, the applicant shall submit the original copies of the application documents and materials which are consistent with the contents submitted by way of the telegraph, telex, facsimile, electronic data exchange or email within 15 days from receipt of the “Notice of Acceptance”; If the applicant submits the original copies of the application documents and materials to the company registration authorities on-site, the company registration authorities shall approve the registration on the spot; where the applicant submits the original copies of the application documents and materials by way of correspondence, the company registration authorities shall approve the registration within 15 days from the date of acceptance;
- If the company registration authorities do not receive the original copies of the application documents and materials within 60 days from the issuance of the “Notice of Acceptance”, or the original copies of application documents and materials are inconsistent with the application documents and materials accepted by the company registration authorities, the company registration authorities shall decide on nonregistration on the spot.
If the company registration authorities need to verify the application documents and materials, the company registration authorities shall decide on registration or non-registration within 15 days from the date of acceptance.
Article 54 If the company registration authorities approve a reservation of company name, a “Notice on Approval of Reservation of Enterprise Name” shall be issued; where the company registration authorities approve an application for registration of company establishment, a “Notice on Approval of Establishment Registration” shall be issued, and the applicant shall be notified to collect its business license within 10 days from the date of decision; where the company registration authorities approve an application for change of company registration, a “Notice of Approval of Change Registration” shall be issued, and the applicant shall be notified to obtain a new business license within 10 days from the date of decision; where the company registration authorities approve an application for deregistration, a “Notice on Approval of Deregistration” shall be issued, and the business license shall be taken back.
If the company registration authorities decide on non-approval of reservation of name or non-registration, a “Notice on Rejection of Reservation of Name” or a “Notice on Rejection of Registration” shall be issued, stating the reason(s) for non-approval or non-registration, and the applicant shall be notified of its right to apply for administrative review or filing of administrative lawsuit pursuant to the law.
Article 55 The company registration authorities shall announce company registration and filing information to the public through the enterprise credit information announcement system.
Article 56 Announcement on cancellation of an Enterprise Legal Representative Business Licence and a Business License shall be made by the company registration authorities.
Chapter 9 Announcement of Annual Reports, Administration of Licences and Files
Article 57 Companies shall submit their annual report for the preceding year to the company registration authorities through the enterprise credit
information announcement system during the period from 1 January to 30 June every year, and shall announce to the public.
The contents of the announcement of annual reports and the supervision and inspection methods shall be formulated by the State Council.
Article 58 An Enterprise Legal Representative Business Licence and a business license shall comprise an original copy and a duplicate copy; the original copy and the duplicate copy shall have the same legal effect.
The State implements electronic business license, Electronic business license and hard copy business license shall have the same legal effect.
The original copy of an Enterprise Legal Representative Business Licence or the original copy of a business license shall be displayed at a prominent location of the company’s premise or the branch’s business premise.
A company may apply to the company registration authorities for issuance of several duplicate copies of its business license based on business requirements.
Article 59 No organization or individual shall forge, alter, lease, lend or transfer a business license.
Where a business license is lost or mutilated, the company shall declare avoidance on the newspapers designated by the company registration authorities, and apply for a replacement.
If the company registration authorities have decided on change registration, deregistration, or revocation of change registration pursuant to the law, and the company refuses or is unable to surrender its business license, the company registration authorities shall announce voidance of the business license.
Article 60 The company registration authorities may temporarily retain a business license that needs to be authenticated, and the retention period shall not exceed 10 days.
Article 61 Inspection, copying, carrying, and replication of company registration files and materials shall be handled pursuant to the stipulated powers and procedures.
No organization or individual shall amend, smear, mark or mutilate company registration files and materials.
Article 62 The formats of the original copy and duplicate copy of a business license, the electronic business license standard, and the formats of relevant important documents relating to company registration shall be formulated by the State Administration for Industry and Commerce on a unified basis.
Chapter 10 Legal liability
Article 63 Persons who obtain company registration through the false declaration of registered capital shall be ordered by the company registration
authorities to make corrections, and be subject to a fine ranging from 5% to 15% of the falsely declared registered capital amount; where the case is serious, company registration shall be revoked or the business license shall be canceled.
Article 64 Persons who obtain company registration by submission of false materials or adoption of other fraudulent means to conceal important facts shall be ordered by the company registration authorities to make the correction, and be subject to a fine ranging from RMB 50,000 to RMB 500,000; If the case is serious, company registration shall be revoked or the business license shall be canceled.
Article 65 Promoters or shareholders of companies guilty of false capital contribution, non-delivery of cash or non-monetary assets for capital contribution, or failure to deliver cash or non-monetary assets for capital contribution within the stipulated period, shall be ordered by the company registration authorities to make a correction, and be subject to a fine ranging from 5% to 15% of the false capital contribution amount.
Article 66 Promoters or shareholders of companies guilty of capital flight upon the incorporation of the company shall be ordered by the company registration authorities to make corrections and be subject to a fine ranging from 5% to 15% of the capital flight amount.
Article 67 If a company does not commence business without a proper reason for more than six months following incorporation of the company, or suspends business operation for six months or more upon commencement of business, the company registration authorities may cancel its business license.
Article 68 If a company failed to complete change registration formalities pursuant to the provisions of these Regulations for change of a company registration matter, the company registration authorities shall order the company to make the correction within a stipulated period; where registration formalities are not completed within the stipulated period, a fine ranging from RMB 10,000 to RMB 100,000 shall be imposed. Where a change in scope of business involves a project which requires prior approval pursuant to the provisions of the laws and administrative regulations or the decisions of the State Council but the company does not apply for approval but arbitrarily engage in the relevant business activities, its business license shall be revoked where the case is serious.
If a company does not complete the relevant filing formalities pursuant to the provisions of these Regulations, the company registration authorities shall order the company to complete the relevant filing formalities within a stipulated period; where the filing formalities are not completed within the stipulated period, a fine of not more than RMB 30,000 shall be imposed.
Article 69 If a company does not notify its creditors or make an announcement to its creditors pursuant to the provisions at the time of the merger, division, reduction of registered capital, or liquidation, the company registration authorities shall order the company to make the correction and impose a fine ranging from RMB10,000 to RMB100,000.
If a company conceals assets during liquidation, includes false entries in the balance sheet or the list of assets, or makes the distribution of company assets before repayment of debts, the company registration authorities shall order the company to make the correction and impose a fine ranging from 5% to 10% of the amount of concealed assets or the number of company assets distributed before repayment of debts on the company; the directly accountable person-in-charge and other directly accountable personnel shall be subject to a fine ranging from RMB 10,000 to RMB 100,000.
If a company engages in non-liquidation-related business activities during the liquidation period, the company registration authorities shall issue a warning and confiscate the illegal income.
Article 70 If the liquidation team does not submit the liquidation report to company registration authorities pursuant to the provisions, or the liquidation report submitted conceals important facts or there is a major omission in the liquidation report, the company registration authorities shall order the liquidation team to make the correction.
If a liquidation team member abuses official powers to seek personal gains or illegal income or embezzle the company’s assets, the company registration authorities shall order the liquidation team member to return the company’s assets, and confiscate the illegal income, and may impose a fine ranging from one to five times the amount of the illegal income.
Article 71 Persons guilty of forgery, alteration, lease, lending or transfer of a business license shall be subject to a fine ranging from RMB 10,000 to RMB 100,000 imposed by the company registration authorities; where the case is serious, the business license shall be revoked.
Article 72 A company that does not display its business license at a prominent location of its address or business premises shall be ordered by the company registration authorities to make a correction; companies which refuse to make correction shall be subject to a fine ranging from RMB 1,000 to RMB 5,000.
Article 73 The company registration authorities shall confiscate the illegal income of an asset valuation or capital verification organization that provides false materials, and shall impose a fine ranging from one to five times the amount of the illegal income, and the relevant authorities may order the said organization to suspend business operation, revoke the qualification certificate of their directly accountable personnel, and revoke the organization’s business license.
If there is a major omission in the report issued by an asset valuation or capital verification organization due to negligence of the organization, the company registration authorities shall order the organization to make a correction; where the case is serious, a fine ranging from one to five times the amount of the income shall be imposed, and the relevant authorities may order the said organization to suspend business operation, revoke the qualification certificate of their directly accountable personnel, and revoke the organization’s business license.
Article 74 An entity which is not registered as a limited liability company or a company limited by shares pursuant to the law but makes fraudulent use of the name of a limited liability company or a company limited by shares, or an entity which is not registered as a branch of a limited liability company or a company limited by shares pursuant to the law but uses the name of a branch of a limited liability company or a company limited by shares, shall be ordered by the company registration authorities to make a correction or shall be banned, and may be subject to a fine of not more than RMB 100,000.
Article 75 If the company registration authorities approve an application for company registration that does not comply with the stipulated criteria, or do not approve an application for registration which complies with the stipulated criteria, the directly accountable person-in-charge, and other directly accountable personnel shall be subject to administrative punishment pursuant to the law.
Article 76 If the higher-level authorities of the company registration authorities order the company registration authorities to approve an application for registration which does not comply with the stipulated criteria, or not to approve an application for registration which complies with the stipulated criteria, or cover up illegal registration, the directly accountable person in charge and other directly accountable personnel shall be subject to administrative punishment pursuant to the law.
Article 77 Foreign companies which violate the provisions of the Company Law in arbitrarily setting up a branch in China shall be ordered by the company registration authorities to make corrections or to close down and may be subject to a fine ranging from RMB 50,000 to RMB 200,000.
Article 78 Companies that undertake serious illegal acts to harm national security or public interest in the name of a company shall have their business license revoked.
Article 79 The provisions of this Chapter shall apply for branches that commit illegal acts stipulated in this Chapter.
Article 80 For violation of the provisions of these Regulations which constitute a criminal offense, criminal liability shall be pursued in accordance with the law.
Chapter 11 Supplementary Provisions
Article 81 These Regulations shall apply to the registration of foreign-invested companies. If the laws on foreign investment enterprises stipulate otherwise on registration, such provisions shall apply.
Article 82 If the laws and administrative regulations or the decisions of the State Council stipulate that establishment of a company is subject to approval, or the Business Scope of a company falls under the scope of projects which require approval prior to registration pursuant to the provisions of laws and administrative regulations or decisions of the State Council, the State Administration for Industry and Commerce shall formulate and announce the list of pre-enterprise registration administrative licenses pursuant to the laws and administrative regulations or the decisions of the State Council.
Article 83 These Regulations shall be effective 1 July 1994.
Disclaimer: The regulation of company registration in China is translated by GWBMA for reference only. There may be different interpretations as to the Chinese version.
