Regulation of China on the Administration of the Registration of Enterprise Legal Persons （2016 Revision）

· Document Number：Order No. 666 of the State Council

· Area of Law： Sole Proprietorships

· Level of Authority： Administrative Regulations

· Date issued：02-06-2016

· Effective Date：07-01-1988

· Status： Effective

· Issuing Authority： State Council

Regulation of China on the Administration of the Registration of Enterprise Legal Persons 
(Promulgated by Order No. 1 of the State Council of the People's Republic of China on June 3, 1988; revised in accordance with the Decision of the State Council on Abolishing and Amending Some Administrative Regulations on January 8, 2011 for the first time; revised in accordance with the Decision of the State Council on Abolishing and Amending Some Administrative Regulations on February 19, 2014 for the second time; and revised in accordance with the Decision of the State Council on Amending Some Administrative Regulations on February 6, 2016 for the third time)
Chapter I General Provisions
Article 1 To establish a registration management system of enterprise legal persons, confirm the legal person status of enterprises, protect the lawful rights and interests of enterprises, ban illegal operations, and maintain the social and economic order, this Regulation is developed according to the relevant provisions of the General Principles of the Civil Law of the People's Republic of China.
Article 2 The following enterprises that meet the conditions for a legal person status shall register their enterprise legal person status according to this Regulation:
(1) Enterprises owned by the whole people.
(2) Collectively-owned enterprises.
(3) Jointly operated enterprises.
(4) Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures, and wholly foreign-funded enterprises formed within the territory of the People's Republic of China.
(5) Private enterprises.
(6) Other enterprises legally required to register their enterprise legal person status.
Article 3 Where an application for the registration of enterprise legal person status has been examined and granted by the competent authority for the registration of enterprise legal persons, the applicant shall obtain a Business License for Enterprise Legal Person and a legal person status, and its lawful rights and interests shall be protected by the law.
An enterprise legally required to register its enterprise legal person status may not engage in any business activity until such registration has been granted by the competent authority for the registration of enterprise legal persons.
Chapter II Competent Registration Authorities
Article 4 The competent authorities for the registration of enterprise legal persons (hereinafter referred to as “registration authorities”) are the State Administration for Industry and Commerce (“SAIC”) and all local administrations for industry and commerce. A registration authority shall, under the leadership of the registration authorities at higher levels, perform duties according to law, and be free from unlawful interference.
Article 5 National companies, enterprise groups, and companies engaging in import and export business established with the approval of the State Council or a department authorized by the State Council shall be registered with the SAIC after their applications are granted. Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures, and wholly foreign-funded enterprises shall be registered with the SAIC or the local administrations for industry and commerce authorized by the SAIC after their applications are granted.
A subsidiary (or branch) of a national company or an enterprise, enterprise group, or company engaging in import and export business established with the approval of the people's government of a province, autonomous region, or municipality directly under the Central government or a department authorized by it shall be registered by the administration for industry and commerce of the province, autonomous region, or municipality directly under the Central government after its application is granted.
Any other enterprise shall be registered with the administration for industry and commerce of the city or county (or district) where it is located after its application is granted.
Article 6 The registration authorities shall maintain registration files for enterprise legal persons and establish registration statistical rules to keep informed of the basic information on the registration of enterprise legal persons and for the development of a planned commodity economy.
The registration authorities shall, as needed by the public, develop in a planned manner the service of providing registration information on enterprise legal persons to the public.
Chapter III Registration Conditions and Registration Applicants
Article 7 An entity applying for the registration of its enterprise legal person status shall meet the following conditions:
(1) Having a name, an organizational structure, and bylaws.
(2) Having fixed business premises and necessary installations.
(3) Having capital and personnel satisfying the requirements of the state and commensurate with the size of its operations and services.
(4) Being capable of independently assuming civil liabilities.
(5) Having a business scope satisfying the requirements of the relevant laws, regulations, and policies of the state.
Article 8 An enterprise's application for the registration of its legal person status shall be submitted to the registration authority by the person in charge of the establishment of the enterprise.
The application of a jointly operated enterprise that independently assumes civil liabilities for the registration of its legal person status shall be submitted to the registration authority by the person in charge of the establishment of the jointly operated enterprise.
Chapter IV Contents of Registration
Article 9 The main content of registration of enterprise legal persons shall include: an enterprise legal person's name, domicile, business premises, legal representative, economic nature, business scope, mode of operation, registered capital, number of employees, duration, and branch offices.
Article 10 An enterprise legal person shall be permitted to use one name only. The name of an enterprise legal person as stated in its registration application shall be subject to the approval of the registration authority, and the enterprise legal person shall, after approval and registration, have an exclusive right to use the name within the prescribed extent.
In the establishment of a Chinese-foreign equity joint venture, Chinese-foreign contractual joint venture, or wholly foreign-funded enterprise, an application for the registration of the name of the enterprise shall be submitted to the registration authority before undergoing the procedure for the approval of the required contracts and bylaws.
Article 11 The legal representative of an enterprise legal person registered with the registration authority shall be the signatory who exercises power and perform duties on behalf of the enterprise. The signature of the legal representative shall be recorded with the registration authority.
Article 12 The registered capital shall be the amount of assets conferred by the state upon an enterprise legal person for management or the amount of assets owned by an enterprise legal person itself.
Where, in the registration for business commencement, an enterprise legal person applies for registering an amount of capital which is inconsistent with the amount of actual capital, it shall be handled according to the relevant specific provisions of the state.
Article 13 The business scope of an enterprise legal person shall be commensurate with its amount of capital, premises, equipment, number of employees, and technical strength; and it may, in accordance with the relevant provisions of the state, have one main business line and several other side business lines. An enterprise legal person shall operate within its approved and registered business scope.
Chapter V Registration of Business Commencement
Article 14 An enterprise legal person shall apply for the registration of its business commencement to the registration authority within 30 days of obtaining an approval from the competent authority or the approving authority; or in the absence of the competent authority or the approving authority, the registration authority shall conduct an examination. The registration authority shall make a decision to grant or not to grant registration within 30 days of accepting the application.
Article 15 An enterprise legal person applying for the registration of business commencement shall submit the following documents and certificates:
(1) A written application for registration signed by the person in charge of the establishment of the enterprise.
(2) An approval document issued by the competent authority or the approving authority.
(3) The bylaws of the enterprise.
(4) A capital credit certificate, a capital verification certificate, or a capital guarantee letter.
(5) The identification of the primary person in charge of the enterprise.
(6) Certificates on the rights to use its domicile and business premises.
(7) Other relevant documents and certificates.
Article 16 An enterprise is established immediately after its application for the registration of business commencement as an enterprise legal person is granted by the registration authority and it obtains a Business License for Enterprise Legal Person. On the basis of the Business License for Enterprise Legal Person, an enterprise legal person may have an official seal made, open a bank account, enter into contracts, and engage in business activities.
As needed for the business development of an enterprise legal person, the registration authority may issue a duplicate of the Business License for Enterprise Legal Person.
Chapter VI Modification Registration
Article 17 To change its name, domicile, business premises, legal representative, economic nature, business scope, mode of operation, registered capital, or duration, establish another branch office, or cancel a branch office, an enterprise legal person shall apply for the registration of the modification.
Article 18 An enterprise legal person applying for modification registration shall submit the application to the registration authority within 30 days of obtaining an approval of the modification from the competent authority or the approving authority.
Article 19 In the event of division, combination, or relocation of an enterprise legal person, the enterprise legal person shall apply to the registration authority for the modification registration, registration of business commencement, or cancellation of registration within 30 days of obtaining an approval of the division, combination, or relocation from the competent authority or the approving authority.
Chapter VII Cancellation of Registration
Article 20 Where an enterprise legal person is closed for a period reaching the specified upper limit, is abolished, is declared bankrupt, or otherwise terminates its business, it shall apply to the registration authority for the cancellation of registration.
Article 21 To cancel its registration, an enterprise legal person shall submit an application report for cancellation of registration signed by its legal representative, an approval document issued by the competent authority or the approving authority, a certificate of debt clearance, or a document stating that a liquidation group is responsible for settling its claims and debts. After granting the application, the registration authority shall retract the Business License for Enterprise Legal Person, the duplicate thereof, and the official seal of the enterprise, and notify the bank with which the enterprise has opened an account of the cancellation.
Article 22 An enterprise legal person which fails to commence business six months after obtaining a Business License for Enterprise Legal Person or which discontinues its business for a year shall be deemed closed. The registration authority shall retract the Business License for Enterprise Legal Person, the duplicate thereof, and the official seal of the enterprise, and notify the bank with which the enterprise has opened an account of the cancellation.
Chapter VIII Publication and Management of Certificates and Licenses
Article 23 The registration authority shall make available to the public the registration and recordation information on enterprise legal persons through the enterprise credit information publication system.
Article 24 An enterprise legal person shall, between January 1 and June 30 of each year, submit its annual report for the previous year to the registration authority through the enterprise credit information publication system, and make it available to the public.
The measures for the contents of annual reports available to the public and the related supervisory inspection shall be developed by the State Council.
Article 25 The Business License for Enterprise Legal Person issued by the registration authority to an enterprise legal person, as a certificate of its legal person status, shall not be retracted, impounded, or damaged by any entity or individual, except that the registration authority may suspend or revoke it under legal procedures.
An enterprise legal person losing its Business License for Enterprise Legal Person or the duplicate thereof may apply for reissuance only after publishing a statement on the loss in a newspaper.
It shall be prohibited to forge, alter, lease out, lend, transfer, or sell a Business License for an Enterprise Legal Person or the duplicate thereof.
The state promotes e-business license. E-business license shall have the same legal effect as a paper one.
Chapter IX Registration Administration of the Business Activities of Public Institutions and Science and Technology Social Organizations
Article 26 Where a public institution or science and technology social organization establishes an enterprise meeting the conditions for a legal person status according to the relevant provisions of the state, the enterprise shall apply for registration and may engage in business activities only after its application is granted by the registration authority and it obtains a Business License for Enterprise Legal Person.
Article 27 Where a public institution which is operated as an enterprise and no longer funded by the state according to the relevant provisions of the state or a science and technology social organization which engages in business activities meets the conditions for a legal person status, it shall apply for registration and may engage in business activities only after its application is granted by the registration authority and it obtains a Business License for Enterprise Legal Person.
Chapter X Supervision and Administration
Article 28 The registration authorities shall perform the following supervisory and administrative duties in respect of enterprise legal persons:
(1) Supervising enterprise legal persons in undergoing the registration of business commencement, modification registration, and cancellation of registration as required.
(2) Supervising enterprise legal persons in engaging in business activities in compliance with the registered information and their bylaws and contracts.
(3) Supervising enterprise legal persons and their legal representatives in abiding by the laws, regulations, and policies of the state.
(4) Banning, investigating, and punishing the illegal business activities of enterprise legal persons and protecting the lawful rights and interests of enterprise legal persons.
Article 29 Where an enterprise legal person falls under any of the following circumstances, the registration authority may, depending on the circumstances, issue a warning to it, impose a fine on it, confiscate its illegal income, order suspension of its business for rectification, or suspend or revoke its Business License for Enterprise Legal Person:
(1) Concealing the truth or making falsification during registration or commencing business without being granted registration.
(2) Modifying any primary registered information without approval or engaging in business activities beyond the approved and registered business scope.
(3) Failing to cancel registration as required.
(4) Forging, altering, leasing out, lending, transferring, or selling a Business License for Enterprise Legal Person or a duplicate thereof.
(5) Withdrawing or transferring capital or concealing assets to evade repayment of debts.
(6) Engaging in illegal business activities.
Where an enterprise legal person is punished under the aforesaid provisions, the legal representative thereof shall be held administratively and economically liable in light of the circumstances of the illegal acts; and whoever violates the criminal law shall be held criminal liable by the judicial authority according to the law.
Article 30 When handling any illegal activity of an enterprise legal person, the registration authority must ascertain the facts, deal with it according to law, and notify the parties of its handling decision in writing.
Article 31 Against the punishment imposed by the registration authority, an enterprise legal person may, within 15 days of receipt of a notice of the punishment decision, apply to the registration authority at the next higher level for reconsideration. The registration authority at the higher level shall make a reconsideration decision within 30 days of receipt of the reconsideration application. Against the reconsideration decision, the applicant may file a lawsuit with the people's court within 30 days of receipt of a notice of the reconsideration decision. If the applicant neither files a petition nor pays the fine or confiscated amount beyond the aforesaid period, the registration authority may apply to the people's court for enforcement under the prescribed procedures.
Article 32 Where the Business License for Enterprise Legal Person of an enterprise legal person is revoked, the registration authority shall retract the official seal of the enterprise legal person and notify the bank with which the enterprise legal person has opened an account of the cancellation of registration; and the claims and debts of the enterprise legal person shall be settled by the competent authority or a liquidation group.
Article 33 Where, in violation of this Regulation, any staff member of the competent authority, the approving authority, or the registration authority seriously neglects duties, abuses power, practices favoritism, makes falsification, asks for or takes bribes, or damages the lawful rights and interests of an enterprise legal person, administrative disciplinary action shall be taken against the staff member and economic punishment shall be imposed on the staff member, depending on the circumstances; and whoever violates the criminal law shall be held criminally liable by the judicial authority according to the law.
Chapter XI Supplementary Provisions
Article 34 To establish a branch office which is unable to independently assume civil liabilities, an enterprise legal person shall apply for the registration of the branch office, and after the application is granted by the registration authority and a Business License is issued to the branch office, the branch office shall engage in business activities within the approved and registered business scope.
Where a public institution funded by the state according to the relevant provisions of the state or a science and technology social organization intends to engage in business activities or establishes an enterprise which does not meet the conditions for a legal person status, the public institution or the social organization shall apply for registration, and after the application is granted by the registration authority and a Business License is issued to it, it shall engage in business activities within the approved and registered business scope.
The specific registration administration thereof shall be governed, mutatis mutandis, by the provisions of this Regulation.
Article 35 A new enterprise approved by the relevant department of the State Council or the planning department at any level shall, if the establishment preparation period reaches one year, undergo the registration of establishment preparation according to the specifically applicable provisions.
Article 36 Enterprises meeting the conditions for a legal person status which have been registered with the registration authorities before this Regulation comes into force are not required to additionally undergo the registration of enterprise legal persons.
Article 37This Regulation shall be subject to interpretation by the SAIC; and the detailed rules for the implementation of this Regulation shall be developed by the SAIC.
Article 38 This Regulation shall come into force on July 1, 1988, and the Measures for the Administration of the Registration of Chinese-Foreign Equity Joint Ventures as issued by the State Council on July 26, 1980, the Regulation on the Administration of the Registration of Industrial and Commercial Enterprises as issued by the State Council on August 9, 1982, and the Interim Provisions on the Administration of Company Registration as approved by the State Council on August 14, 1985, and issued by the SAIC on August 25, 1985, shall be repealed concurrently.