Administrative Regulations of the People's Republic of China on Company Registration (Revised in 2016)

Order of the State Council of the People's Republic of China No.666

February 6, 2016

(Promulgated by Order of the State Council of the People's Republic of China No.156 on June 24, 1994; amended on December 18, 2005; revised and promulgated according to Decision of the State Council on Repealing and Revising Certain Administrative Regulations by the Order of the State Council of the People's Republic of China No.648 on February 19, 2014, and implemented from March 1, 2014; and amended by the Order of the State Council of the People's Republic of China No.666 on February 6, 2016)

Chapter I General Provisions

Article 1 The Administrative Regulations of the People's Republic of China on Company Registration (Revised in 2014) (hereinafter referred to as the "Regulations") are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") to confirm the enterprise legal person qualification of companies and regulate the company registration behaviors.

Article 2 In respect of 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 shall be handled according to the Regulations.
Where an application is made for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.

Article 3 A company shall have the status of enterprise legal person after having registered at the company registration authority according to the law and acquired a Business License of Enterprise Legal Person.
A company established as of the effectiveness of the Regulations shall not engage in any business activity in the name of the company unless it is registered with the company registration organ.

Article 4 Industry and commerce administration authorities are 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 to make company registration.
Company registration organs shall perform their duties according to the law without any unlawful interference.

Article 5 The State Administration for Industry and Commerce shall govern the work of company registration of the entire nation.

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 are established with the investment of the aforesaid companies that hold more than 50% shares therein;
2. foreign-invested 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 are 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 with the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;
3. companies subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government as prescribed by laws, administrative regulations or decisions of the State Council; 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 (region) with districts 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 city with districts 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 hereof; 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 city (region) with districts 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. type of enterprise;
6. business scope;
7. term for business operation; and
8. names of the shareholders of limited liability companies or names of the sponsors of joint stock limited companies.

Article 10 The items for company registration shall comply with the provisions of laws and administrative regulations. Company registration organs shall not register any company whose items for registration do not comply 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 a 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 of a company shall be expressed in CNY, unless otherwise provided for by laws and administrative regulations..

Article 14 Means of contribution by shareholders shall comply with the provisions of Article 27 of the Company Law, but no shareholder may make any capital contribution with capital by labor services, 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 the 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 Companies are classified into limited liability companies and joint stock limited companies.
In respect of a one-person limited liability company, the sole proprietorship of a natural person or legal person shall be indicated in the company registration and stated in the business license thereof.

Chapter IV Registration for Establishment

Article 17 In establishing a company, an application for the pre-approval of company name shall be filed.
Where laws, administrative regulations or decisions of the State Council provide that the establishment of a company must be reported for approval, or the business scope of a company contain items which are subject to pre-registration approval as prescribed by laws, administrative regulations or decisions of the State Council, the company shall go through the pre-approval of its company name before the establishment of the company is reported for approval, and the establishment of the company shall be reported for approval in the name approved by the company registration organ.

Article 18 In establishing a limited liability company, the representative designated or an agent jointly entrusted by all the shareholders shall file an application for the pre-approval of its name with the company registration organ; in establishing a joint stock limited company, the representative designated or an agent jointly entrusted by all the sponsors shall file an application for the pre-approval of its name with the company registration organ.
When applying for the pre-approval of company name, the following documents shall be provided:
1. an application for the pre-approval of the company name signed by all the shareholders of a limited liability company or by all the sponsors of a joint stock limited company;
2. the certificates for the designation of the representative and the joint entrustment of the agent by all the shareholders or sponsors; 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 pre-approved company name shall be six months, within which the pre-approved name may not be used to engage in business operation or transferred.

Article 20 In establishing a limited liability company, the representative designated or the agent jointly entrusted by all the shareholders shall file an application for registration with the company registration organ. In establishing 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 establishment registration. In respect of a limited liability company which is subject to the examination and approval according to laws, administrative regulations or decisions of the State Council, an application shall be filed for establishment registration within 90 days from the date of approval. If the application for establishment registration is filed after the period has expired, 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 entrusted by all the shareholders;
3. the articles of association;
4. the certificates for the subject qualifications or the natural person identity of shareholders;
5. the documents specifying the names and domiciles of the directors of the board, supervisors and managers of the company and the certificates for their appointment, election or employment;
6. the document of appointment and certificate of identity of the legal representative of the company;
7. the notice on the pre-approval of company name;
8. the certificate of the domicile of the company; and
9. any other documents as required by the State Administration for Industry and Commerce for submission.
Where the establishment of a limited liability company requires examination and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall also be submitted.

Article 21 In 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 inaugural meeting is over.
In 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 entrusted by the board of directors;
3. the articles of association;
4. the subject qualification certification or natural person identity certification of sponsors;
5. the documents specifying the names and domiciles of the directors of the board, supervisors and managers of the company and the certificates for their appointment, election or employment; 6. the documents of appointment and the certificate of identity of the legal representative of the company;
7. the notice on the pre-approval of its name;
8. the certificate of the domicile of the company; and
9. 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 minutes of the inaugural meeting and the capital verification certificate issued by a duly established capital verification agency shall also be submitted. In respect of a joint stock limited company established by public offering which publicly issues stocks, the relevant approval documents of the supervision and administration institution of securities of the State Council shall also be submitted.
Where the establishment of a joint stock limited company requires examination and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall also 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, administrative regulations or decisions of the State Council, shall be submitted to the relevant departments of the State for approval 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 contents in violation of laws or administrative regulations, the company registration organ shall have the right to require the company to make corresponding corrections.

Article 24 The certificate of company domicile refers to the document that can certify the company's right of use of its domicile.

Article 25 The lawfully established company shall be issued with a Business License of Enterprise Legal Person by the company registration organ. 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 Enterprise Legal Person approved and issued by the company registration organ, makes its official 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 concerns 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 cross-jurisdictional alteration of domicile, the company shall file an application for alteration registration of the domicile with the company registration organ at the place 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 at the place of its 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 increases its registered capital, it shall file an application for alteration registration within 30 days as of the date when the resolution or decision on the alteration is made.
In case of reduction of the registered capital, a company shall apply for the alteration registration within 45 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 a statement on the situation of debt clearance or debt guarantee of the company shall be submitted as well.

Article 32 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, administrative regulations or decisions of the State Council for approval prior to registration, the application for alteration registration shall be filed within 30 days as of the date of approval by the 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 the relevant laws, administrative regulations or decisions of the State Council, are suspended or revoked or has expired, 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 go through the deregistration formalities according to the provisions of Chapter VI of the Regulations.

Article 33 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 34 Where a limited liability company changes its shareholder, it shall file an application for the alteration of registration within 30 days as of the date of change, and it shall submit the certificates 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 a shareholder of a limited liability company or a sponsor of a joint stock limited company changes his/its name, an application for alteration registration shall be filed within 30 days as of the date when the name is changed.

Article 35 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 36 If the articles of association of a company have been revised but the revision does 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 37 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 38 If the registration items have been altered after a company has continued to exist despite merger or separation, the company shall file an application for the alteration registration; if a company which has dissolved after merger or separation, it shall file an application for deregistration. 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 45 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, and a statement 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 39 If the items of the alterations registration concern the items as specified in the Business License of Enterprise Legal Person, the company registration organ shall issue a new business license.

Article 40 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 Deregistration

Article 41 Where a company is dissolved and shall undergo liquidation according to the law, a liquidation group shall, within ten days as of its formation, report the list of its members and principal to the company registration organ for archival filing.

Article 42 Under any of the following circumstances, the liquidation of a company shall apply for deregistration 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 the law;
2. the business operation term as prescribed in the articles of association has expired or other causes for the dissolution of the company as prescribed in the articles of association emerge, unless the company continues 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 business license of the company is revoked, or the company is ordered to close down or revoked according to the law;
5. the company is dissolved by the People's court according to the law; or
6. other dissolution circumstances as prescribed by laws and administrative regulations.

Article 43 When applying for deregistration, a company shall submit the following documents:
1. the application letter for deregistration 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 a 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 revoking the company;
3. the liquidation report as filed and affirmed by the meeting of shareholders, the general meeting 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 Enterprise Legal Person; and
5. other documents as required by laws or administrative regulations for submission.
Where a solely state-owned company applies for deregistration, it shall additionally submit the decision of the supervision and administration institution of state-owned assets. In particular, 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 deregistration, the deregistration certificates of its branches shall be submitted as well.

Article 44 A company shall be terminated after the deregistration with the company registration organ.

Chapter VII Registration of Branch Companies

Article 45 The "branch company" refers to an organization established by a company to engage in business operation outside its domicile. A branch company does not have the qualifications as a legal entity.

Article 46 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 47 When establishing a branch, a company shall apply for registration with the company registration organ at the place where the branch company is located within 30 days as of the date when the decision is made. If the approval of relevant departments is required as prescribed by laws, administrative regulations or decisions of the State Counsil, 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 form 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 Enterprise Legal Person 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 go through the archival filing upon the strength of the Business License of its branch.

Article 48 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 Enterprise Legal Person 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 certificate shall be submitted.
If the company registration organ approves the application for alteration registration, a new Business License shall be issued.

Article 49 When a branch company is revoked by its head office, closed down or revoked of its business license according to the law, the company shall apply for the deregistration with the company registration organ of the branch company within 30 days as of the date when the decision is made. When applying for deregistration, the application letter for the deregistration 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 deregistration, it shall take over the Business License of the branch.

Chapter VIII Procedures for Registration

Article 50 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 51 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 writing.
3. if there is any mistake 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 five days, inform the applicant of all the contents subject to supplementation and correction in 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 five 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 five 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 organ.
As to an application that is filed by means of letter, telegraph, telex, fax, electronic data exchange, e-mail, etc., the company registration organ shall, within five days as of receiving the application documents and materials, decide whether or not to accept the application.

Article 52 Except that an approval decision is made according to Item 1, Paragraph 1 of Article 53 of the 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, state the reasons of rejection and inform the applicant of the right to apply for an administrative review or an administrative litigation according to the law.

Article 53 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 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 filed by an applicant by mail is accepted, the company registration organ shall decide to approve it within 15 days as of the acceptance.
3. when an application filed by an applicant in the form of telegraph, telex, fax, electronic data exchange, email, 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, 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 the applicant submits the originals of the application documents and materials by mail, 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 54 If the company registration organ decides to approve the name of a company in advance, it shall issue a Notice on Pre-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 ten 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 ten days as of the decision is made. If the institution decides to approve the deregistration of a company, it shall issue a Notice on Approval of Deregistration, 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, state 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 the law.

Article 55 The company registration organ shall make a public announcement about information on company registration and record-filing through the enterprise credit information publicity system.

Article 56 The announcement on revoking the Business License of Enterprise Legal Person or the Business License shall be issued by the company registration organ.

Chapter IX Annual Report Announcement, License and Archives Management

Article 57 Any company shall, from January 1 to June 30 every year, submit the annual report of the previous year to the company registration organ through the enterprise credit information publicity system, and make the same public to the society.
Contents of the annual reports and measures for supervision and inspection shall be formulated by the State Council.

Article 58 The Business License of Enterprise Legal Person and the Business License shall have an original and a duplicate, both of which have equal legal effect.
The State shall adopt electronic business licenses. Electronic business licenses and business licenses in hardcopy shall have equal legal effect.
The original of the Business License of Enterprise Legal Person or the Business License shall be displayed 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 duplicates of the business license with the company registration organ.

Article 59 No unit or individual may forge, alter, lease, lend or transfer its/his 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 re-issuance of a business license.
If the company registration organ decides to make an alteration registration, deregistration, or revocation of an 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 60 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 61 To borrow, copy, carry or duplicate the archive and materials on the registration of a company, it shall be conducted according to the prescribed limits of authority and procedures.
No entity or individual may modify, alter, label or destroy the company registration archives and materials.

Article 62 The forms of the originals and duplicates of business licenses, the standards for electronic business licenses and the important formats or tables related to the company registration shall be uniformly prepared by the State Administration for Industry and Commerce.

Chapter X Legal Responsibilities

Article 63 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 at an amount of 5% to 15% of the falsified registered capital. If the circumstance is severe, the company registration organ shall revoke the company registration or revoke its business license.

Article 64 If the 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 CNY50,000 to CNY500,000. If the circumstance is severe, it shall revoke the company registration or revoke its business license.

Article 65 If a sponsor 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% to 15% of the amount of the false capital contribution.

Article 66 If a sponsor 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% to 15% of the withdrawn capital.

Article 67 If a company fails to start the business after six months of its establishment without justifiable reasons or has ceased the business for more than six months in succession after it started the business, the company registration organ shall revoke its business license.

Article 68 When the registered items of a company have altered, if the company fails to go through the alteration registration according to the provisions of the Regulations, the company registration organ shall order it to register the alterations within a time limit. If it fails to register the alterations within the time limit, a fine from CNY10,000 to CNY100,000 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 has engaged in relevant business operations without approval and the circumstance is sever, its business license shall be revoked.
If a company fails to go through the archival filing according to the provisions of the Regulations, the company registration organ shall order it to do so within a time limit. In case the company fails to do so on time, a fine of below CNY30,000 shall be imposed thereupon.

Article 69 If a company fails to notify 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 CNY10,000 to CNY100,000.
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 a fine of 5% up to 10% of the value of the concealed asset or the asset as distributed before paying off the debts. And a fine of CNY10,000 up to CNY100,000 shall be imposed upon the direct 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 70 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 at the amount of one time up to five times of the illegal proceeds.

Article 71 If a company forges, alters, leases, lends or transfers its business license, the company registration organ shall impose a fine from CNY10,000 to CNY100,000. If the circumstance is severe, its business license shall be revoked.

Article 72 If a company fails to display 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 CNY1,000 to CNY5,000 shall be imposed.

Article 73 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 the mount of one time up to five times of the illegal proceeds. The relevant administrative department may order the said institution to close down its business, revoke the qualification certificate of the directly liable person and revoke its 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 of the amount of one time up to five times of the illegal proceeds. The relevant administration may order the said institution to close down its business, revoke the qualification certificate of the directly liable person and revoke the business license.

Article 74 If a company which has not registered itself as a limited liability company or a joint stock limited company according to the law claims itself 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 the law claims itself 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 under CNY100,000.

Article 75 If a 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 covers up for illegal registrations, administrative punishments shall be imposed upon the directly liable person-in-charge and other directly liable persons according to the law.

Article 76 If any superior department of the company registration organ enforces the company registration organ to approve any registration application failing to meet the prescribed requirements or to refuse to approve any registration application which meets the prescribed requirements, or covers up for illegal registrations, administrative punishments shall be imposed upon the directly liable persons in-charge and other directly liable persons according to the law.

Article 77 If a foreign company violates any provision of the Company Law by illegally establishing any branch within the territory of China, the company registration organ shall order it to make corrections or close down, and may impose thereupon a fine of CNY50,000 up to CNY200, 000.

Article 78 If anyone engages in serious illegal acts that may threaten the state security and social public interests by taking advantage of the title of the company, the business license of the company shall be revoked.

Article 79 If any branch of a company has any illegal act in violation of the provision of the present Chapter, the provisions of the present Chapter shall apply.

Article 80 If anyone violates the provisions of the Regulations and thus constitutes a crime, he/she shall be subject to criminal liabilities according to the law.

Chapter XI Supplementary Provisions

Article 81 The Regulations shall also 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 govern.

Article 82 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 laws, administrative regulations or decisions of the State Council, the State Administration for Industry and Commerce shall work out and promulgate the Catalogue of Administrative Licenses before the Registration of Companies according to laws, administrative regulations and decisions of the State Council.

Article 83 The Regulations shall come into force as of July 1, 1994.