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

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

February 6, 2016

(Promulgated under the Order of the State Council of the People's Republic of China No.1 on June 3, 1988, revised under the Decision of the State Council on Repealing and Revising Certain Administrative Regulations promulgated on January 8, 2011 and revised for the second time under the Decision of the State Council on Repealing and Revising Certain Administrative Regulations promulgated on February 19, 2014 and revised under the Decision of the State Council on Revising Certain Administrative Regulations (order of the State Council No.666) issued on February 6, 2016)

Chapter I General Provisions

Article 1 In accordance with the relevant provisions of the General Principles of the Civil Law of the People's Republic of China, the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (hereinafter referred to as the "Regulations") are formulated with a view to establishing an administrative system for the registration of enterprise legal persons, confirming the legal person status of enterprises, safeguarding the legitimate rights and interests of enterprises, clamping down on illegal business operations, and maintaining social and economic order.

Article 2 Any of the following enterprises satisfying the legal person requirements shall go through registration in accordance with the Regulations:
1. state-owned enterprises;
2. enterprises under collective ownership;
3. associates;
4. Chinese-foreign equity joint ventures, Chinese-foreign cooperative joint ventures and wholly foreign-funded enterprises established within the territory of the People's Republic of China;
5. privately-owned enterprises; and
6. other enterprises required by the law to be registered as legal persons.

Article 3 Enterprises that apply to be registered as legal persons shall be given a Business License for an Enterprise Legal Person and granted the status of legal person when their applications for such registration have been examined and approved by the competent authorities in charge of the registration of enterprise legal persons, and their legitimate rights and interests shall be protected by the laws of the State.
Any enterprise which is required by the law to be registered as a legal person shall not engage in business activities without being approved and registered by the competent authorities in charge of the registration of enterprise legal persons.

Chapter II Competent Registration Authorities

Article 4 The competent authorities in charge of the registration of enterprise legal persons (hereinafter referred to as the "competent registration authorities") are the State Administration for Industry and Commerce and local administrative departments for industry and commerce at various levels. The competent registration authorities at various levels shall perform their functions in accordance with the law under the leadership of the competent registration authorities at a higher level and be free from unlawful interference.

Article 5 The registration of national corporations, enterprise groups and corporations engaging in import-export business which are established upon approval of the State Council or departments authorized by the State Council shall be examined and approved by the State Administration for Industry and Commerce. The registration of Chinese-foreign equity joint ventures, Chinese-foreign cooperative joint ventures and wholly foreign-funded enterprises shall be examined and approved by the State Administration for Industry and Commerce or by local administrative departments for industry and commerce authorized by the State Administration for Industry and Commerce.
The registration of subsidiary (or branch) companies of national corporations and enterprises, enterprise groups or companies engaging in import-export business which are established upon approval of the people's governments of provinces, autonomous regions or municipalities directly under the Central Government or departments authorized by them shall be examined and approved by the administrative departments for industry and commerce of the provinces, autonomous regions and municipalities directly under the Central Government.
The registration of other enterprises shall be examined and approved by the administrative departments for industry and commerce of cities or counties (districts) in which the enterprises are located.

Article 6 The competent registration authorities at various levels shall establish a record for the registration of enterprise legal persons and a statistical system for such registration and collect basic information about the registration of enterprise legal persons so as to serve the development of a planned commodity economy.
The competent registration authorities shall, in a planned manner and according to the needs of society, make available to the general public data concerning the registration of enterprise legal persons.

Chapter III Conditions for Registration and Entities Applying for Registration

Article 7 Any entity that applies to be registered as an enterprise legal person must satisfy the following requirements:
1. the entity has its name, organizational structure and articles of association;
2. the entity has a fixed place of business and essential facilities;
3. the entity has funds and employees in conformity with State regulations and in line with its scale of production, operation or service;
4. the entity is able to bear civil liabilities independently; and
5. the entity has a scope of business in conformity with the provisions of the relevant laws, regulations and policies of the State.

Article 8 The application of an enterprise for registration of its legal person status shall be filed by the person responsible for establishing the enterprise.
The registration of legal person status of an associated enterprise which bears civil liabilities independently shall be applied for by the person responsible for establishing the associated enterprise.

Chapter IV Registration Matters

Article 9 Major matters involved in the registration of an enterprise legal person are as follows:
Its name, domicile, place of business, legal representative, economic nature, scope of business, mode of operation, registered capital, number of employees, duration of operation, and branches and subsidiaries.

Article 10 An enterprise legal person shall use only one name. The name to be used by the enterprise with legal person status in its application for registration shall be examined by the competent registration authorities and, after it is approved and registered, the enterprise with legal person status shall be entitled to the exclusive use of the registered name within a specified scope.
Those who apply to establish Chinese-foreign equity joint ventures, Chinese-foreign cooperative joint ventures or wholly foreign-funded enterprises shall apply to the competent registration authorities for registration of the names of the enterprises before their contracts and articles of association are examined and approved.

Article 11 The legal representative of an enterprise legal person, which has been registered after examination and approval by the competent registration authority, shall be the signatory who exercises functions and powers on behalf of the enterprise. The signature of the legal representative shall be filed with the competent registration authority for the record.

Article 12 The registered capital of an enterprise legal person reflects the total value of the property that the State entrusts to it for operation and management or that of the property owned by the enterprise itself.
When an enterprise legal person registers for the commencement of business, the discrepancy between the sum of capital it applies for registration for and the sum of capital it actually possesses shall be handled in accordance with specific regulations of the State.

Article 13 The scope of business of an enterprise legal person shall be consistent with its funds, sites, equipment, employees and technical force. It may focus on one line of business as its main operation while engaging in other operations simultaneously in accordance with the relevant regulations of the State. An enterprise legal person shall engage in business activities within such scope of business as is approved and registered.

Chapter V Registration for Commencement of Business

Article 14 An enterprise legal person shall apply to the competent registration authority to register for the commencement of business within 30 days of the approval of the competent department in charge of it or the authority which examines and approves its establishment. For an enterprise for which no department in charge or examination and approval authority is available, its application for registration for the commencement of business shall be examined by the competent registration authority. The competent registration authority shall make a decision on whether or not to approve the application for registration within 30 days of receipt of the application.

Article 15 An enterprise legal person shall submit the following documents and certificates when applying for registration for the commencement of business:
1. an application for registration signed by the person responsible for its establishment;
2. the document of approval issued by the competent department in charge of it or the authority for examination and approval;
3. its articles of association;
4. a certificate of its creditworthiness, a certificate of the verification of its capital or a guarantee in relation to its capital;
5. a certificate of the identity of the principal responsible person of the enterprise;
6. a certificate of the right to use its domicile and place of business; and
7. other relevant documents and certificates.

Article 16 Where an entity files an application for registration for the commencement of business as an enterprise legal person, upon being approved and registered by the competent registration authority and granted a Business License for an Enterprise Legal Person, the enterprise is established. The enterprise legal person may henceforth have its official seal made, open a bank account, sign contracts and conduct business operations on the basis of its Business License for an Enterprise Legal Person.
The competent registration authority may, according to an enterprise legal person's needs for business development, issue duplicates of the Business License for an Enterprise Legal Person.

Chapter VI Changes in Registration

Article 17 An enterprise legal person shall apply to make changes to its registration whenever it changes its name, domicile, place of business, legal representative, economic nature, scope of business, mode of operation, registered capital or duration of operation or whenever it increases or reduces the number of its branches.

Article 18 An enterprise legal person shall apply to the competent registration authority to make changes to its registration within 30 days of the changes being approved by the competent department in charge of it or the examination and approval authority.

Article 19 An enterprise legal person shall apply to the competent registration authority to make changes to its registration, or for registration for the commencement of business or for cancelation of its registration, whenever it is split up, or merged with others or relocated, within 30 days of these changes being approved by the competent department in charge of it or the examination and approval authority.

Chapter VII Deregistration

Article 20 An enterprise legal person shall go through the procedures for deregistration with the competent registration authority when it winds up, is removed from the register of enterprises, is declared bankrupt or terminates its business operations for other reasons.

Article 21 Whenever an enterprise legal person goes through deregistration, it shall submit a deregistration application signed by its legal representative, a document of approval issued by the competent department in charge of it or the examination and approval authority, a certificate showing the completion of the settlement of its liabilities, or a document showing that a liquidation organization will be responsible for settling its claims and liabilities. The competent registration authority, after examining and approving the application, shall take back the Business License for an Enterprise Legal Person, the duplicates of the License and the official seal of the enterprise, and notify banks at which it has opened an account of the deregistration.

Article 22 An enterprise legal person, which fails to start business within six months of receiving its Business License for an Enterprise Legal Person or which has ceased its operations for a year, shall be regarded as having closed down, and the registration authority shall take back the Business License for an Enterprise Legal Person, the duplicates of the License and the official seal of the enterprise, and notify banks at which it has opened an account of the deregistration.

Chapter VIII Publicity and Certificates and Licenses Administration

Article 23 Competent registration authorities shall publicize the registration-related information and information for record-filing purposes of enterprise legal persons to society through the enterprise credit information publicity system.

Article 24 An enterprise legal person shall submit its annual report for the previous year to the competent registration authority and publicize the same to society through the enterprise credit information publicity system from January 1 through June 30 each year.
The contents publicized in the annual report and the measures for supervision and inspection thereof shall be formulated by the State Council.

Article 25 A Business License for an Enterprise Legal Person which is issued by a competent registration authority is the certificate of an enterprise with legal person status. Other than the competent registration authority which may impound or revoke such certificate in accordance with legal procedures, no other organ or individual shall take over, detain or destroy such certificate.
An enterprise legal person that has lost its Business License for an Enterprise Legal Person or the duplicates of the License, must announce the loss in a newspaper before it can apply for a replacement thereof.
A Business License for an Enterprise Legal Person and its duplicates may not be forged, altered, leased, lent, transferred or sold.
The State promotes electronic business licenses. Electronic business licenses and business licenses in hardcopy form shall have the same legal effect.

Chapter IX Administration of the Registration of Business Operations by Public institutions and Scientific and Technological Social Groups

Article 26 When public institutions or scientific and technological social groups establish enterprises qualified as legal persons in line with the relevant regulations of the state, the applications for registration shall be filed by the enterprises. They may engage in business operations only after their applications for registration have been approved by the competent registration authorities and after they have received their respective Business License for an Enterprise Legal Person.

Article 27 Public institutions which are operated as enterprises in accordance with the relevant provisions of the State and which no longer receive operating funds from the State, or scientific and technological social groups which are established for business operations, shall apply for registration if they are qualified as enterprise legal persons. They may engage in business operations only after their applications have been approved by the registration authorities and they have received their respective Business License for an Enterprise Legal Person.

Chapter X Supervision and Administration

Article 28 Competent registration authorities shall exercise the following functions of supervision and administration of enterprise legal persons in accordance with the law:
1. supervising enterprise legal persons in registering for the commencement of business or changes, or canceling its registration in accordance with the relevant provisions;
2. supervising enterprise legal persons to carry out business activities in line with the matters subject to registration, the articles of association and any contracts;
3. supervising the compliance of enterprise legal persons and their legal representatives with laws, regulations and policies of the State; and
4. controlling, investigating or dealing with illegal business activities of enterprise legal persons and protecting their legitimate rights and interests.

Article 29 The registration authority may, in light of the circumstances involved, penalize an enterprise legal person by warning, fine, confiscation of illegal earnings, suspension of business for remedial action, or revoking the Business License for an Enterprise Legal Person, if it falls under any of the following circumstances:
1. Where actual facts are concealed or there is fraud in its registration or the enterprise commences business activities without being approved and registering;
2. Where major matters involved in its registration are changed without permission or the enterprise carries out business activities beyond such scope of business as is approved and registered;
3. Where the enterprise fails to go through deregistration or submits its annual inspection report in accordance with relevant provisions;
4. Where the enterprise forges, alters, leases, lends, transfers, sells or reproduces without permission the Business License for an Enterprise Legal Person or any duplicates of such License;
5. Where the enterprise withdraws or transfers capital or conceals property in order to evade any liabilities; or
6. Where the enterprise carries out any illegal business activities.
When penalizing an enterprise legal person in accordance with the above provisions, the competent registration authority shall pursue its legal representative for administrative and economic liability according to the circumstances involved in any violations of the law; where the criminal law is violated, judicial organs shall pursue the legal representative for criminal liability in accordance with the law.

Article 30 A competent registration authority shall ascertain the facts and act in accordance with the law when dealing with the illegal activities of an enterprise legal person and notify the parties concerned of its decision in writing.

Article 31 When an enterprise legal person is not satisfied with any penalty imposed by the competent registration authority, it may apply for reconsideration of such penalty within 15 days of receiving the notice of penalty, to the competent registration at the next higher level. The higher registration authority shall make a reconsideration decision within 30 days of receiving the application for reconsideration. The enterprise may file an action in a people's court within 30 days of receiving the notice of reconsideration if it is not satisfied with the reconsideration decision. The competent registration authority may, in accordance with the prescribed procedures, notify the bank in which the enterprise opens an account to transfer from its account the sum to be fined or confiscated as penalty if the enterprise fails to appeal or to pay the fine or the confiscated sum at the expiry of the prescribed period.

Article 32 When an enterprise legal person has its Business License for an Enterprise Legal Person revoked, the competent registration authority shall take over its official seal and notify the bank in which it has opened an account of its deregistration, and the competent department or a liquidation organization shall be responsible for settling its claims and liabilities.

Article 33 Any staff member of a competent department, examination and approval authority or competent registration authority who has violated the Regulations, neglected his duties severely, abused his powers, committed graft, extorted and taken bribes or encroached on the legitimate rights and interests of an enterprise legal person, shall be imposed an administrative or economic penalty depending on the circumstances involved; where criminal laws are violated, a judicial organ shall pursue any such staff member for criminal liability in accordance with the law.

Chapter XI Supplementary Provisions

Article 34 When an enterprise legal person establishes a branch which is incapable of bearing civil liability independently, registration of the branch shall be applied for by the enterprise. The branch shall receive a Business License after the application is approved by the registration authority and may engage in business operations within the scope of business as approved in the registration.
In accordance with relevant State regulations, administrative public institutions depending on State funding or scientific and technological social bodies must apply for registration if they engage in business operations or establish enterprises not qualified as legal persons. They shall receive Business Licenses after their applications are approved by the competent registration authorities and may engage in business operations within the scope of business as approved in the registration.
The specific registration shall be administered with reference to the Regulations.

Article 35 For new enterprises to be established upon approval of the relevant departments of the State Council or planning departments at various levels, if their preparations have been under way for more than one year, applications for the registration of the establishment shall be filed in accordance with special provisions.

Article 36 Where, before the Regulations take effect, enterprises qualified as legal persons have been approved by and registered with the competent registration authorities, such enterprises are no longer required to register separately for enterprise legal persons.

Article 37 The State Administration for Industry and Commerce shall be responsible for interpreting the Regulations; and the rules for their implementation shall also be formulated by the State Administration for Industry and Commerce.

Article 38 The Regulations shall come into force as of July 1, 1988. The Administrative Measures for the Registration of Chinese-Foreign Joint Ventures promulgated by the State Council on July 26, 1980, the Administrative Regulations on the Registration of Industrial and Commercial Enterprises promulgated by the State Council on August 9, 1982, and the Interim Administrative Provisions on the Registration of Companies approved by the State Council on August 14, 1985 and promulgated by the State Administration for Industry and Commerce on August 25, 1985 shall be abolished at the same time.