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Regulations of the People's Republic of China on the Administration of Company Registration

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The Regulations of the People's Republic of China on the Administration of Company Registration are for the purpose of confirming the company Corporate status Regulate the company registration behavior, according to the" Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), enacted regulations. 24 June 1994 Decree of The State Council of the People's Republic of China Promulgated in accordance with the Decision of The State Council on Amending the Regulations of the People's Republic of China on the Administration of Company Registration of December 18, 2005 revise It came into force on January 1, 2006. Amended in accordance with the Decision of The State Council on Repealing and amending Some Administrative Regulations on February 19, 2014, and effective as of March 1, 2014. According to Decree No. 666 of The State Council of February 6, 2016, Decision of The State Council on amending some administrative regulations As amended on 01 March 2016 Put into effect .

On March 1, 2022, the Regulations of the People's Republic of China on the Administration of Registration of Market Entities shall come into effect, and the Regulations of the People's Republic of China on the Administration of Company Registration shall be repealed at the same time. ^[6]

Chinese name: Regulations of the People's Republic of China on the Administration of Company Registration
Foreign name: Regulations of the People's Republic of China on the Administration of Company Registration
Revision date: February 6, 2016

Date of implementation: March 1, 2016
Publishing unit: The State Council
edict: Decree of The State Council of the People's Republic of China No. 666
Annulment date: March 1, 2022 ^[6]

catalogue

▪Act 3
▪Act Four
▪Chapter Five
▪Act 6
▪Act 7
▪Act 8

New company law provisions

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EDITOR

The Sixth session of the Standing Committee of the 12th National People's Congress decided on Tuesday to amend the Company Law, which will take effect on March 1, 2014 ^[1] .

From the detailed point of view, the amendment of the Company law mainly involves three aspects.

1. Change the paid-in registration system of registered capital to the subscription registration system. In other words, except for laws, administrative regulations and decisions of The State Council on the actual payment of the registered capital of the company, the provisions on the shareholders (promoters) of the company shall be fully paid within two years from the date of the establishment of the company, and the investment company shall be fully paid within five years; The stipulation that shareholders of one-person limited liability companies should pay their capital contribution in full at one time has been abolished. Instead, the company's shareholders (promoters) independently agree on the amount of subscription, method of contribution, period of contribution, etc., and record it in the company's articles of association.

2. Relax the registration conditions for registered capital. Except as otherwise stipulated on the minimum registered capital of a company, the restriction that the minimum registered capital of a limited liability company, a one-person limited liability company and a joint stock limited company should reach 30,000 yuan, 100,000 yuan and 5 million yuan respectively has been abolished; The initial contribution ratio and monetary contribution ratio of shareholders (promoters) are no longer limited when the company is established.

3. Simplify registration items and registration documents. The amount of capital subscribed by shareholders of a limited liability company and the paid-in capital of the company shall no longer be regarded as registration items. When the company is registered, it is not necessary to submit a capital verification report.

Content of regulations

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EDITOR

Decree of The State Council of the People's Republic of China No. 451

The Decision of The State Council on Amending the Regulations of the People's Republic of China on the Administration of Company Registration is hereby promulgated and shall come into force as of January 1, 2006.

premier Wen Jiabao

December 18, 2005

Decision of The State Council on amending the Regulations of the People's Republic of China on the Administration of Company Registration

The State Council has decided to amend the Regulations of the People's Republic of China on the Administration of Company Registration as follows:

One paragraph is added as the second paragraph in Article 2: "In applying for company registration, the applicant shall be responsible for the authenticity of the application documents and materials."

Article 6 is amended as follows: "The State Administration for Industry and Commerce is responsible for the registration of the following companies:

"(1) Companies in which the State-owned Assets supervision and administration agency of The State Council performs the duties of investor and companies in which the company invests and establishes and holds more than 50% of the shares;

"(2) companies with foreign investment;

"(3) Companies that should be registered by the State Administration for Industry and Commerce in accordance with laws, administrative regulations or decisions of The State Council;

"(4) Other companies that should be registered by the State Administration for Industry and Commerce."

Article 7 is amended as follows: "The Administration for Industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for the registration of the following companies within their respective jurisdictions:

"(1) Companies in which the state-owned assets supervision and administration agency of the people's government of a province, autonomous region or municipality directly under the Central Government performs the duties of investor and companies in which the company invests and establishes and holds more than 50% of the shares;

"(2) Companies established with investment by natural persons registered by the administrative departments for Industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government;

"(3) Companies that, in accordance with laws, administrative regulations or decisions of The State Council, should be registered with the Administration for Industry and Commerce of provinces, autonomous regions or municipalities directly under the Central Government;

"(4) Other companies authorized to register by the State Administration for Industry and Commerce."

Article 8 is amended as follows: "The Administration for industry and Commerce of the districted city (region), the county Administration for industry and Commerce, and the sub-bureaus of the Administration for industry and Commerce of the municipality directly under the Central Government and the district sub-bureaus of the Administration for Industry and Commerce of the districted city shall be responsible for the registration of the following companies within their respective jurisdictions:

"(1) Companies other than those listed in Articles 6 and 7 of these Regulations;

"(2) Companies authorized to register by the State Administration for Industry and Commerce and the Administration for Industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government.

"The specific registration jurisdiction provided for in the preceding paragraph shall be formulated by the Administration for industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government. However, such joint stock limited companies shall be registered by the municipal (regional) Administration for Industry and Commerce divided into districts."

Add one article as Article 14: "The method of investment of shareholders shall comply with the provisions of Article 27 of the Company Law." Where a shareholder makes capital contribution in currency, physical goods, intellectual property rights or other property other than the right to the use of land, the registration procedures shall be formulated by the State Administration for Industry and Commerce jointly with the relevant departments under The State Council.

"A shareholder may not contribute capital at the price of services, credit, name of a natural person, goodwill, franchise right or property for which security is established."

A new article shall be added as Article 15: "The business scope of the company shall be prescribed by the articles of association and registered according to law."

"The terms of the company's business scope shall refer to the classification standards of national economic industries."

A new article is added as Article 16: "The types of companies include limited liability companies and companies limited by shares.

"A one-person limited liability company shall indicate in the company registration whether it is solely owned by a natural person or solely owned by a legal person, and shall specify it in the company's business license."

Article 17 is changed to Article 20, and one item is added in the second paragraph as the fifth item: "Where the shareholder makes the first contribution of non-monetary property, he shall submit a certificate of the transfer of his property rights at the time of registration of the establishment of the company;"

One paragraph is added as the third paragraph: "The initial capital contribution of the shareholders of a foreign-invested limited liability company shall comply with the provisions of laws and administrative regulations, and the remaining part shall be paid in full within two years from the date of establishment of the company, among which the investment company may pay in full within five years."

Article 18 is changed to Article 21, and a paragraph is added as paragraph 3: "Where a company limited by shares is established by public offering, the minutes of the founding meeting shall also be submitted; Where a company limited by shares is established by way of public offering, the approval document of the securities regulatory body under The State Council shall also be submitted."

One paragraph is added as the fourth paragraph: "Where laws, administrative regulations or decisions of The State Council require approval of the establishment of a joint stock limited company, relevant approval documents shall also be submitted."

Article 24 is changed to Article 27, and one paragraph is added as the third paragraph: "Where the alteration of registration items requires approval before registration according to laws, administrative regulations or decisions of The State Council, the relevant approval documents shall also be submitted to the company registration authority."

Article 28 is changed to Article 31, and the second paragraph is amended as follows: "Where a company increases its registered capital, the contribution of the new capital subscribed by the shareholders of a limited liability company and the subscription of new shares by the shareholders of a joint stock limited company shall be carried out in accordance with the relevant provisions of the Company Law on the payment of capital contribution for the establishment of a limited liability company and the payment of shares for the establishment of a joint stock limited company respectively. Where a joint stock limited company increases its registered capital by way of public offering of new shares or a listed company increases its registered capital by way of non-public offering of new shares, it shall also submit an approval document from the securities regulatory body under The State Council."

One paragraph is added as the third paragraph: "Where the company's statutory reserve fund is converted into the registered capital, the capital verification certificate shall state that the retained reserve fund is not less than 25% of the company's registered capital before the conversion."

Add one paragraph as the fifth paragraph: "The registered capital of the company after capital reduction shall not be lower than the statutory minimum."

A new article is added as Article 32: "Where a company changes its paid-in capital, it shall submit a capital verification certificate issued by a capital verification institution established according to law, and shall pay capital contribution in accordance with the time and method of capital contribution specified in the articles of association of the company. The company shall apply for registration of change within 30 days from the date of payment of the capital contribution or share capital in full."

Article 29 shall be changed to Article 33, and one paragraph shall be added as the second paragraph: "Where a company's business scope is subject to approval in accordance with laws, administrative regulations or decisions of The State Council, and the license or other approval documents are revoked or revoked, or the license or other approval documents expire, It shall, within 30 days from the date when the license or other approval documents are revoked or the validity period of the license or other approval documents expires, apply for the alteration of registration or go through the cancellation of registration in accordance with the provisions of Chapter VI of these Regulations."

Article 31 is changed to Article 35, and a paragraph is added as the second paragraph: "Where, after the death of a natural person shareholder of a limited liability company, his legal successor inherits the qualifications of the shareholder, the company shall apply for registration in accordance with the provisions of the preceding paragraph."

15. Add one article as Article 36: "Where a change in the company's registered items involves a change in the registered items of a branch company, an application for the registration of the change of the branch company shall be made within 30 days from the date of the registration of the change of the company."

16. Add one article as Article 41: "Where a company applies to the company registration authority for cancellation of a change of registration in accordance with Article 22 of the Company Law, it shall submit the following documents:

"(1) An application signed by the legal representative of the company;

"(2) Judgment documents of the people's court."

17. Add one article as Article 42: "If the company is dissolved and should be liquidated according to law, the liquidation group shall, within 10 days from the date of its establishment, file the list of members of the liquidation group and the person in charge of the liquidation group with the company registration authority."

Article 37 is changed to Article 44, and a paragraph is added as the second paragraph: "When a wholly state-owned company applies for cancellation of registration, it shall also submit the decision of the State-owned assets supervision and administration institution, among which, if a wholly owned company is important as determined by The State Council, it shall also submit the approval document of the people's government at the next level."

Article 40 is deleted.

Article 42 is changed to Article 48, and one item is added in the second paragraph as the fourth item: "Office documents and identity certificates of the person in charge of the branch;"

One paragraph is added as the third paragraph: "Where laws, administrative regulations or decisions of The State Council stipulate that the establishment of a branch must be submitted for approval, or the business scope of a branch falls within the items approved before registration as required by laws, administrative regulations or decisions of The State Council, the relevant approval documents shall also be submitted."

Add one paragraph as the fourth paragraph: "Where the company registration authority of the branch approves the registration, a Business License shall be issued." The company shall, within 30 days from the date of registration of the sub-company, submit the Business License of the branch to the company registration authority for filing."

To apply for the registration of a company or a branch, the applicant may submit an application to the company registration authority, or may submit an application by letter, telegram, telex, facsimile, electronic data interchange or E-mail.

"Where an application is made by telegram, telex, facsimile, electronic data interchange or E-mail, the applicant's contact information and correspondence address shall be provided."

22, add an article as Article 52: "The company registration authority shall make a decision on whether to accept or not according to the following circumstances:

"(1) Where the application documents and materials are complete and conform to the statutory form, or the applicant submits all the supplementary application documents and materials in accordance with the requirements of the company registration authority, it shall decide to accept them."

(2) The application documents and materials are complete and in line with the statutory form, but the company registration authority considers that the application documents and materials need to be verified, shall decide to accept it, and inform the applicant in writing of the matters that need to be verified, the reasons and the time.

"(3) If there are errors in the application documents or materials that can be corrected on the spot, the applicant shall be allowed to correct them on the spot, and the applicant shall sign or seal the correction and indicate the date of correction; After confirming that the application documents and materials are complete and conform to the legal form, it shall decide to accept them.

"(4) If the application documents and materials are incomplete or do not conform to the legal form, the applicant shall be informed on the spot or within 5 days at a time of all the content that needs to be corrected; When notifying the applicant on the spot, the applicant shall return the application documents and materials; If the application is notified within 5 days, the application documents and materials shall be received and the evidence for receiving the application documents and materials shall be issued. If the application documents and materials are not notified within the time limit, the application documents and materials shall be accepted from the date of receipt.

"(5) Matters that do not belong to the scope of company registration or do not belong to the jurisdiction of this organ for registration shall be immediately decided not to accept, and shall inform the applicant to apply to the relevant administrative organ."

"Where an application is submitted by letter, telegram, telex, facsimile, electronic data interchange or E-mail, the company registration authority shall, within 5 days from the date of receipt of the application documents and materials, make a decision on whether or not to accept it."

23, add an article as Article 53: "Except in accordance with Article 54 of the first paragraph (a) of the decision to allow registration, the company registration authority to decide to accept, shall issue a notice of acceptance; If the decision is not accepted, a Notice of rejection shall be issued, explaining the reasons for the rejection, and informing the applicant that he or she has the right to apply for administrative reconsideration or file a petition in accordance with the law Administrative litigation The right."

24, add an article as Article 54: "The company registration authority has decided to accept the registration application, shall make a decision on whether to grant registration within the prescribed time limit in each case:

"(1) Where the application submitted by the applicant to the company registration authority is accepted, a decision to grant registration shall be made on the spot."

"(2) Where the application submitted by the applicant by letter is accepted, the decision to grant registration shall be made within 15 days from the date of acceptance.

"(3) Where an application is submitted by telegram, telex, facsimile, electronic data interchange or electronic mail, the applicant shall, within 15 days from the date of receipt of the Notice of Acceptance, submit the original application documents and materials that are consistent with the contents of the telegram, telex, facsimile, electronic data interchange or electronic mail and conform to the legal form; Where the applicant submits the original application documents and materials to the company registration authority, it shall make a decision to grant registration on the spot; Where the applicant submits the original application documents and materials by letter, the decision to grant registration shall be made within 15 days from the date of acceptance.

(4) If the company registration authority fails to receive the original application documents and materials within 60 days from the date of issuing the Notice of Acceptance, or if the original application documents and materials are inconsistent with the application documents and materials accepted by the company registration authority, it shall make a decision not to register.

"Where the company registration authority needs to verify the application documents and materials, it shall make a decision on whether to grant registration within 15 days from the date of acceptance."

25. Add one article as Article 55: "Where the company registration authority makes a decision to grant pre-approval of the company name, it shall issue the Notice of Pre-approval of the Enterprise Name"; Where a decision is made to approve the registration of the establishment of a company, the Notice of Approval of the registration of the Establishment shall be issued to inform the applicant to obtain the business license within 10 days from the date of the decision; Where a decision is made to grant registration of change of the company, a Notice of Approval of Registration of Change shall be issued to inform the applicant to renew the business license within 10 days from the date of the decision; Where a decision is made to grant cancellation of registration to a company, a Notice of Approval of cancellation of registration shall be issued and the business license shall be collected.

"If the company registration authority makes a decision not to approve the name in advance or not to register, it shall issue the Notice of Rejection of the name of the Enterprise and the Notice of Rejection of the registration, explaining the reasons for the rejection of the approval and registration, and informing the applicant that it has the right to apply for administrative reconsideration or bring an administrative lawsuit according to law."

26, Article 46 is changed to Article 56, and the second paragraph is amended as follows: "Where the enterprise legal person business license is obtained, the establishment registration fee shall be paid at 0.8‰ of the total registered capital; If the registered capital exceeds 1 million yuan, the excess amount shall be paid at 0.4 ‰; If the registered capital exceeds 100 million yuan, the excess will no longer be paid."

Article 49 is changed to Article 59 and amended to read: "From March 1 to June 30 each year, the company registration authority shall conduct an annual inspection of the company."

Article 54 is changed to Article 64, and the third paragraph is amended as follows: "If the company registration authority makes a decision on alteration, cancellation or cancellation of alteration registration in accordance with law, and the company refuses to return or is unable to return the business license, the company registration authority shall announce that the business license is invalid."

29. Article 63 is changed to Article 73, and a paragraph is added as paragraph 2: "Where a company fails to handle the relevant filing in accordance with the provisions of these Regulations, the company registration authority shall order it to do so within a time limit; Those who fail to do so within the time limit shall be fined not more than 30,000 yuan."

Article 64 is changed to Article 74 and a new paragraph is added as paragraph 2: "Where a company, during liquidation, conceals its assets, makes false records on its balance sheet or list of assets, or distributes its assets before its debts are settled, the company registration authority shall order it to make corrections and impose a fine of not less than 5% but not more than 10% of the amount of the company's assets distributed before the concealment of its assets or the unsettled debts; A fine of not less than 10,000 yuan but not more than 100,000 yuan shall be imposed on the persons in charge directly responsible and other persons directly responsible."

One paragraph is added as the third paragraph: "Where a company carries out business activities unrelated to liquidation during the liquidation period, the company registration authority shall give it a warning and confiscate its illegal gains."

31. Article 65 is changed to Article 75, and one paragraph is added as the second paragraph: "Where a member of the liquidation group takes advantage of his or her power to engage in malpractices for personal gain, seek illegal income or misappropriate company property, the company registration machine shall order the return of the company property, confiscate the illegal income, and may impose a fine of not less than one time but not more than five times the illegal income."

Delete Article 66.

Delete Article 67.

34, add one article as Article 79: "If an institution responsible for asset evaluation, capital verification or verification provides false materials, the company registration authority shall confiscate the illegal income, impose a fine of not less than 1 times but not more than 5 times the illegal income, and may be ordered by the relevant competent department to suspend business, revoke the qualification certificate of the person directly responsible, and revoke the business license."

"If an institution undertaking asset assessment, capital verification or verification provides a report with major omissions due to negligence, the company registration machine shall order it to make corrections; if the circumstances are serious, a fine of not less than one time but not more than five times the income received shall be imposed, and the relevant competent department may order the institution to suspend business, revoke the qualification certificates of the persons directly responsible, and revoke the business license."

Article 71 is deleted.

A new article is added as Article 83: "Violation of the Company Law by foreign companies ^[2] Where a branch is established within the territory of China without authorization, the company registration authority shall order it to make corrections or close it down, and may impose a fine of not less than 50,000 yuan but not more than 200,000 yuan."

37. A new article is added as Article 84: "Where a company uses its name to engage in serious illegal acts that endanger state security or social and public interests, its business license shall be revoked."

A new article is added as Article 85: "Where a branch company commits an illegal act provided for in this Chapter, the provisions of this Chapter shall apply."

One article is added as Article 86: "Whoever violates the provisions of these Regulations and constitutes a crime shall be investigated for criminal responsibility according to law."

Article 74 is deleted.

One article is added as Article 88: "Where the laws, administrative regulations or decisions of The State Council require that approval be obtained for the establishment of a company, or the business scope of the company falls within the items that the laws, administrative regulations or decisions of The State Council require approval before registration, The State Administration for Industry and Commerce shall, in accordance with laws, administrative regulations or decisions of The State Council, compile and publish the catalogue of pre-registration administrative licenses for enterprises."

In addition, the order and part of the text of the articles should be adjusted and modified accordingly.

This decision shall take effect as of January 1, 2006.

The Regulations of the People's Republic of China on the Administration of Company Registration shall be revised accordingly and repromulgated in accordance with this Decision. ^[3]

Decree of The State Council of the People's Republic of China

The first 648 No.

The Decision of The State Council on Repealing and Amending Some Administrative Regulations is hereby promulgated and shall come into force as of March 1, 2014.

总理　李克强

February 19, 2014

Administrative regulations to be amended by The State Council

1. Make amendments to the Regulations of the People's Republic of China on the Administration of Company Registration

(1) Delete item 5 of Article 9; Item 9 is changed to item 8 and amended as: "The name or name of the shareholder of the limited liability company or the initiator of the joint stock limited company."

(2) Delete the words "and paid-in capital" in Article 13.

(3) Article 14 is amended as follows: "The method of investment of a shareholder shall comply with the provisions of Article 27 of the Company Law, but the shareholder shall not make investment at the price of labor services, credit, natural person's name, goodwill, franchise rights or property with security."

(4) Delete subparagraphs 4, 5 and 3 of paragraph 2 of Article 20.

(5) Delete subparagraphs 4 and 5 of paragraph 2 of Article 21; The third paragraph is amended as follows: "Where a joint stock limited company is established by means of public offering, the minutes of the founding meeting and a capital verification certificate issued by a lawfully established capital verification institution shall also be submitted; Where a company limited by shares is established by way of public offering, the approval document of the securities regulatory body under The State Council shall also be submitted."

(6) Delete the first, second, third and fifth paragraphs of Article 31; A new paragraph is added as the first paragraph: "Where a company increases its registered capital, it shall apply for registration of the change within 30 days from the date when the change resolution or decision is made."

(7) Article 32 shall be deleted.

(8) Article 35 is changed to Article 34, and the first paragraph is amended as follows: "Where a limited liability company changes its shareholders, it shall apply for registration of the change within 30 days from the date of change, and shall submit the principal qualification certificate of the new shareholder or the identity certificate of a natural person."

(9) Article 57 is changed to Article 56 and amended as: "The company registration authority shall publicize the company registration and filing information to the public through the enterprise credit information publicity system."

(10) To delete Chapter IX.

(XI) The tenth chapter is changed to the ninth chapter, and the title is revised as: "Annual report publicity, licenses and archives management".

(12) Add an article as Article 58: "The company shall submit an annual report to the company registration authority through the enterprise credit information publicity system from January 1 to June 30 each year, and publicize it to the society."

"The contents publicized in the annual report and the supervision and inspection measures shall be formulated by The State Council."

(13) Article 63 is changed to Article 59, and one paragraph is added as the second paragraph: "The State promotes electronic business licenses. An electronic business license has the same legal effect as a paper business license."

(14) Article 67 is changed to Article 63 and amended as follows: "The format of the original and duplicate of the business license, the standard of the electronic business license and the format or form of the relevant important documents for company registration shall be formulated by the State Administration for Industry and Commerce in a unified manner."

(15) Article 76 is deleted.

Decree of The State Council of the People's Republic of China

Number 666

The Decision of The State Council on Amending Some Administrative Regulations, adopted at the 119th Executive Meeting of The State Council on January 13, 2016, is hereby promulgated and shall come into force as of the date of promulgation.

总理　李克强

February 6, 2016

Decision of The State Council on amending some administrative regulations

In order to streamline administration, delegate power, strengthen regulation, and improve services in accordance with the law, The State Council has cleared up administrative regulations related to the cancellation and adjustment of administrative approval items, price reform, and the implementation of universal fee reduction measures. After cleaning up, The State Council decided to revise some provisions of 66 administrative regulations.

...

Article 55 of the Regulations of the People's Republic of China on the Administration of Company Registration shall be deleted.

...

In addition, the order of the relevant administrative regulations should be adjusted accordingly.

This decision shall come into force on the date of promulgation.

Catalogue of regulations

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EDITOR

(Promulgated by Order No. 156 of The State Council of the People's Republic of China on June 24, 1994, the first revision was made in accordance with the Decision of The State Council on Amending the Regulations of the People's Republic of China on the Administration of Company Registration on December 18, 2005, and the second revision was made in accordance with the Decision of The State Council on Repealing and amending Some Administrative Regulations on February 19, 2014) ^[4]

Act 1

General rules

Article one These Regulations are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law) in order to confirm the qualifications of the Company as an enterprise legal person and regulate the registration of the Company.

Article 2 The establishment, alteration or termination of a limited liability company or a joint stock limited company (hereinafter referred to as a company) shall be registered in accordance with these Regulations.

When applying for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.

Article 3 The company shall be registered by the company registration authority in accordance with the law and obtain the Business License of Enterprise Legal Person before obtaining the qualification of enterprise legal person.

Where a company is established as of the date of implementation of these Regulations and has not been registered by the company registration authority, it may not engage in business activities in the name of the company.

Article 4 The administrative department for industry and commerce is the company registration authority.

The company registration authorities at lower levels shall carry out the company registration work under the leadership of the company registration authorities at higher levels.

The company registration authority shall perform its duties according to law and shall not be subject to illegal interference.

Article 5 The State Administration for Industry and Commerce is in charge of company registration throughout the country. ^[4]

Act 2

Registration jurisdiction

Article 6 The State Administration for Industry and Commerce is responsible for the registration of the following companies:

(1) Companies in which the State-owned assets supervision and administration agency of The State Council performs the duties of investor and companies in which the company invests and establishes and holds more than 50% of the shares;

(2) companies with foreign investment;

(3) Companies that should be registered by the State Administration for Industry and Commerce in accordance with laws, administrative regulations or decisions of The State Council;

(4) Other companies that should be registered by the State Administration for Industry and Commerce.

Article 7 The Administration for Industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for the registration of the following companies within their respective jurisdictions:

(1) The state-owned assets supervision and administration agency of the people's government of a province, autonomous region or municipality directly under the Central Government performs the duties of investor and the company invested and established by the company and holds more than 50% of the shares;

(2) Companies established with investment by natural persons registered by the Administration for Industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government;

(3) Companies that, in accordance with laws, administrative regulations or decisions of The State Council, should be registered with the Administration for Industry and Commerce of provinces, autonomous regions or municipalities directly under the Central Government;

(4) Other companies authorized to register by the State Administration for Industry and Commerce.

Article VIII The city (region) Administration for Industry and Commerce, the county Administration for industry and Commerce, the sub-bureaus of the Administration for industry and commerce directly under the Central Government and the district sub-bureaus of the Administration for Industry and Commerce of the city divided into districts shall be responsible for the registration of the following companies within their respective jurisdictions:

(1) Companies other than those listed in Articles 6 and 7 of these Regulations;

(2) Companies authorized to register by the State Administration for Industry and Commerce and the Administration for Industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government.

The specific registration jurisdiction provided for in the preceding paragraph shall be formulated by the Administration for industry and Commerce of provinces, autonomous regions and municipalities directly under the Central Government. However, such joint stock limited companies shall be registered by the municipal (regional) Administration for Industry and Commerce divided into districts. ^[4]

Act 3

Registered item

The ninth article The registered items of the company include:

(1) the name;

(2) domicile;

(3) the name of the legal representative;

(4) registered capital;

(5) Type of company;

(6) business scope;

(7) Business term;

(8) The name of the shareholder of the limited liability company or the initiator of the joint stock limited company.

Article ten The registered items of a company shall comply with the provisions of laws and administrative regulations. If it fails to comply with the provisions of laws and administrative regulations, the company registration authority shall not register it.

Article 11 The name of the company shall comply with the relevant provisions of the State. The company can only use one name. The name of a company that has been approved and registered by the company registration authority shall be protected by law.

Article 12 The domicile of the company is the place where the company's main office is located. A company registered with the company registration authority can have only one domicile. The domicile of a company shall be within the jurisdiction of its company registration authority.

Article 13 The registered capital of the company shall be expressed in RMB, except as otherwise provided by laws and administrative regulations.

Article 14 The method of capital contribution of a shareholder shall conform to the provisions of Article 27 of the Company Law, provided that a shareholder may not make capital contribution at the price of services, credit, name of a natural person, goodwill, franchise right or property with security.

Article 15 The business scope of the company shall be stipulated in the articles of association and registered according to law.

The terms of the company's business scope shall refer to the classification standards of national economic industries.

Article 16 Types of companies include limited liability companies and companies limited by shares.

A one-person limited liability company shall indicate in the company registration whether it is solely owned by a natural person or solely owned by a legal person, and shall specify it in the company's business license. ^[4]

Act Four

Registration of establishment

Article 17 The establishment of a company shall apply for pre-approval of its name.

Where laws, administrative regulations or decisions of The State Council stipulate that the establishment of a company must be submitted for approval, or the business scope of the company falls within the scope of items that are subject to approval before registration as required by laws, administrative regulations or decisions of The State Council, the company name shall be submitted for approval before approval, and the company name approved by the company registration authority shall be submitted for approval.

Article 18 For the establishment of a limited liability company, the representative appointed by all the shareholders or the agent jointly entrusted shall apply to the company registration authority for pre-approval of the name; For the establishment of a joint stock limited company, the representatives designated by all the sponsors or the agents jointly entrusted shall apply to the company registration authority for pre-approval of the name.

To apply for name pre-approval, the following documents shall be submitted:

(1) An application for pre-approval of the company name signed by all the shareholders of a limited liability company or all the promoters of a joint stock limited company;

(2) Certificates of representatives or jointly entrusted agents appointed by all shareholders or promoters;

(3) Other documents required by the State Administration for Industry and Commerce.

Article 19 The pre-approved company name retention period is 6 months. The pre-approved company name shall not be used for business activities and shall not be transferred during the retention period.

Article 20 For the establishment of a limited liability company, the representative appointed by all the shareholders or the agent jointly entrusted shall apply to the company registration authority for registration of establishment. For the establishment of a wholly state-owned company, the state-owned assets supervision and administration institution of the people's government at the same level authorized by The State Council or the local people's government shall be the applicant for establishment registration. Where the establishment of a limited liability company is required to be approved by laws, administrative regulations or decisions of The State Council, an application for establishment registration shall be filed with the company registration authority within 90 days from the date of approval; Where an application for establishment registration is overdue, the applicant shall report to the approval authority for confirmation of the validity of the original approval document or submit another application for approval.

To apply for the establishment of a limited liability company, the following documents shall be submitted to the company registration authority:

(1) The application for establishment registration signed by the legal representative of the company;

(2) Certificates of representatives appointed by all shareholders or jointly entrusted agents;

(3) the articles of association;

(4) the principal qualification certificate of the shareholder or the identity certificate of a natural person;

(5) Documents indicating the names and addresses of the directors, supervisors and managers of the company and certificates relating to appointment, election or employment;

(6) the company's legal representative's employment documents and identity certificates;

(7) Notice of pre-approval of enterprise name;

(8) The company's domicile certificate;

(9) Other documents required by the State Administration for Industry and Commerce.

Where laws, administrative regulations or decisions of The State Council require the establishment of a limited liability company to be submitted for approval, the relevant approval documents shall also be submitted.

Article 21 For the establishment of a joint stock limited company, the board of directors shall apply to the company registration authority for establishment registration. Where a joint stock limited company is established by means of public offering, an application for establishment registration shall be filed with the company registration authority within 30 days after the completion of the founding meeting.

To apply for the establishment of a joint stock limited company, the following documents shall be submitted to the company registration authority:

(1) The application for establishment registration signed by the legal representative of the company;

(2) Certificates of representatives appointed by the Board of directors or jointly entrusted agents;

(3) the articles of association;

(4) the principal qualification certificate of the initiator or the identity certificate of a natural person;

(5) Documents indicating the names and addresses of the directors, supervisors and managers of the company and certificates relating to appointment, election or employment;

(6) the company's legal representative's employment documents and identity certificates;

(7) Notice of pre-approval of enterprise name;

(8) The company's domicile certificate;

(9) Other documents required by the State Administration for Industry and Commerce.

Where a joint stock limited company is established by means of public offering, the minutes of the founding meeting and the capital verification certificate issued by the lawfully established capital verification institution shall also be submitted; Where a joint stock limited company is established by way of public offering, the approval document of the securities regulatory body under The State Council shall also be submitted.

Where laws, administrative regulations or decisions of The State Council require approval of the establishment of a joint stock limited company, the relevant approval documents shall also be submitted.

Article 22 Where the business scope of a company applying for registration falls within the scope of items that are subject to approval before registration as required by laws, administrative regulations or decisions of The State Council, it shall, before applying for registration, report to the relevant state department for approval and submit the relevant approval documents to the company registration authority.

Article 23 If the articles of association of a company are in violation of laws or administrative regulations, the company registration authority shall have the right to request the company to make corresponding amendments.

Article 24 Corporate domicile certificate refers to the document that can prove that the company has the right to use its domicile.

Article 25 A company established according to law shall be issued a Business License for Enterprise Legal Person by the company registration authority. The date of issuance of the company's business license shall be the date of establishment of the company. The company shall open a bank account and apply for tax registration by engraving a seal with the Business License of Enterprise Legal Person issued by the company registration authority. ^[4]

Chapter Five

Change registration

Article 26 Where a company changes its registered items, it shall apply to the original company registration authority for registration of the change.

Without alteration registration, the company shall not change the registered items without authorization.

Article 27 To apply for registration of change, a company shall submit the following documents to the company registration authority:

(1) Application for registration of change signed by the legal representative of the company;

(2) modification resolutions or decisions made in accordance with the Company Law;

(3) Other documents required by the State Administration for Industry and Commerce.

Where the alteration of the registered items of a company involves the amendment of the articles of association, the amended articles of association or the amendment of the articles of association shall be submitted and signed by the legal representative of the company.

Where the alteration of registered items requires approval before registration according to laws, administrative regulations or decisions of The State Council, the relevant approval documents shall also be submitted to the company registration authority.

Article 28 Where a company changes its name, it shall apply for registration of the change within 30 days from the date of making the resolution or decision on the change.

Article 29 If the company changes its domicile, it shall apply for registration of change before moving into the new domicile, and submit a certificate of use of the new domicile.

If a company changes its domicile beyond the jurisdiction of the company registration authority, it shall apply to the company registration authority at the place of relocation for registration of change before moving to the new domicile; If the company registration authority of the place of relocation accepts the case, the original company registration authority shall transfer the company registration file to the company registration authority of the place of relocation.

Article 30 If the company changes its legal representative, it shall apply for registration of the change within 30 days from the date of making the change resolution or decision.

Article 31 Where a company increases its registered capital, it shall apply for registration of the change within 30 days from the date of making the change resolution or decision.

Where a company reduces its registered capital, it shall apply for registration of the change 45 days after the date of announcement, and shall submit the relevant certificate of the company's announcement of the reduction of its registered capital in a newspaper and the explanation of the company's debt repayment or debt guarantee.

Article 32 Where a company changes its business scope, it shall apply for registration of the change within 30 days from the date of making the resolution or decision on the change; Where the change of business scope involves an item that requires approval before registration as prescribed by laws, administrative regulations or decisions of The State Council, an application for change registration shall be made within 30 days from the date of approval by the relevant state department.

Where a company's business scope is subject to approval in accordance with laws, administrative regulations or decisions of The State Council, and the license or other approval documents are revoked or revoked, or the validity of the license or other approval documents has expired, The applicant shall, within 30 days from the date when the license or other approval documents or the license or other approval documents expire, apply for the alteration of registration or go through the cancellation of registration in accordance with the provisions of Chapter VI of these Regulations.

Article 33 Where a company changes its type, it shall, in accordance with the conditions for the establishment of the type of company to be changed, apply for registration of the change to the company registration authority within the prescribed time limit and submit the relevant documents.

Article 34 Where a limited liability company changes its shareholders, it shall apply for registration of the change within 30 days from the date of change, and shall submit the principal qualification certificate of the new shareholder or the identity certificate of a natural person.

After the death of a natural person shareholder of a limited liability company, where his legal successor inherits the qualifications of the shareholder, the company shall apply for registration of alteration in accordance with the provisions of the preceding paragraph.

Where a shareholder of a limited liability company or a promoter of a joint stock limited company changes its name or name, it shall apply for registration of the change within 30 days from the date of the change of name or name.

Article 35 Where the alteration of the registered items of a company involves the alteration of the registered items of a branch company, it shall apply for the alteration registration of the branch company within 30 days from the date of the alteration registration of the company.

Article 36 Where the amendment of the articles of association does not involve registered items, the company shall submit the amended articles of association or the amendment to the articles of association to the original company registration authority for filing.

Article 37 Any change in directors, supervisors or managers of a company shall be filed with the original company registration authority.

Article 38 If a company survives as a result of merger or division and its registered items change, it shall apply for alteration registration; A company that is dissolved due to merger or division shall apply for cancellation of registration; A company newly established as a result of a merger or division shall apply for registration of establishment.

Where a company merges or splits up, it shall apply for registration 45 days after the date of announcement, and submit the merger agreement and the resolution or decision on merger or division, as well as the relevant certificate of the announcement of merger or division of the company published in the newspaper and the explanation of the repayment of debts or the guarantee of debts. Where laws, administrative regulations or decisions of The State Council stipulate that a merger or division of a company must be submitted for approval, the relevant approval documents shall also be submitted.

Article 39 Where the alteration of the registered items involves the items specified in the Business License of Enterprise Legal Person, the company registration authority shall issue a new business license.

Article 40 Where a company applies to the company registration authority for cancellation of a change of registration in accordance with Article 22 of the Company Law, it shall submit the following documents:

(1) The application form signed by the legal representative of the company;

(2) Judgment documents of the people's Court. ^[4]

Act 6

deregistration

Article 41 If the company is dissolved and should be liquidated according to law, the liquidation group shall, within 10 days from the date of establishment, file the list of members of the liquidation group and the person in charge of the liquidation group with the company registration authority.

Article 42 Under any of the following circumstances, the company liquidation group shall apply to the original company registration authority for cancellation of registration within 30 days from the date of the company liquidation:

(1) The company is declared bankrupt according to law;

(2) The term of operation stipulated in the articles of association expires or any other cause for dissolution stipulated in the articles of association occurs, except where the company survives by amending the articles of association;

(3) the resolution of the shareholders' meeting or the general meeting of shareholders to dissolve, or the resolution of the shareholders of the one-person limited liability company or the board of directors of the foreign-invested company to dissolve;

(4) The business license is revoked, the business is ordered to close down or the business is revoked according to law;

(5) The people's court dissolves it according to law;

(6) Other circumstances of dissolution as provided for by laws and administrative regulations.

Article 43 To apply for cancellation of registration, a company shall submit the following documents:

(1) An application for cancellation of registration signed by the person in charge of the company's liquidation team;

(2) bankruptcy rulings and dissolution judgments made by the people's court, resolutions or decisions made by the Company in accordance with the Company Law, documents ordered by administrative organs to close down or the company to be cancelled;

(3) the liquidation report filed and confirmed by the shareholders' meeting, the shareholders' meeting, the shareholders of the one-person limited liability company, the board of directors of the foreign-invested company or the people's court or the company's approval authority;

(4) Business License of Enterprise Legal Person;

(5) Other documents required by laws and administrative regulations.

For a wholly state-owned company to apply for cancellation of registration, it shall also submit the decision of the state-owned assets supervision and administration institution. For an important wholly state-owned company identified by The State Council, it shall also submit the approval documents of the people's government at the corresponding level.

When a company with a branch applies for cancellation of registration, it shall also submit the certificate of cancellation of registration of the branch.

Article 44 The company shall terminate upon cancellation of registration by the company registration authority. ^[4]

Act 7

Registration of branch

Article 45 A branch is an institution established by a company outside its domicile to engage in business activities. A branch does not have the status of an enterprise legal person.

Article 46 The registered items of a branch shall include: name, business premises, responsible person and business scope.

The name of the branch shall conform to the relevant provisions of the State.

The business scope of a branch shall not exceed the business scope of the company.

Article 47 Where a company establishes a branch, it shall, within 30 days from the date of making the decision, apply for registration with the company registration authority where the branch is located. Where it is required by laws, administrative regulations or decisions of The State Council to obtain approval from relevant departments, an application for registration shall be filed with the company registration authority within 30 days from the date of approval.

To establish a branch company, the following documents shall be submitted to the company registration authority:

(1) An application for registration of the establishment of a branch signed by the legal representative of the company;

(2) A copy of the articles of association of the company and the Business License of Enterprise legal person stamped with the company seal;

(3) Certificate of use of business premises;

(IV) Office documents and identity certificates of the person in charge of the branch;

(5) Other documents required by the State Administration for Industry and Commerce.

Where laws, administrative regulations or decisions of The State Council provide that the establishment of a branch company must be submitted for approval, or the business scope of a branch company falls within the items that are subject to approval before registration as required by laws, administrative regulations or decisions of The State Council, the relevant approval documents shall also be submitted.

If the company registration authority of a branch approves the registration, it shall issue a Business License. The company shall, within 30 days from the date of registration of the branch company, go to the company registration authority for the record with the Business License of the branch company.

Article 48 Where a branch changes its registered items, it shall apply to the company registration authority for registration of the change.

To apply for change registration, an application for change registration signed by the legal representative of the company shall be submitted. Where the name and business scope are changed, a copy of the Business License of Enterprise Legal Person stamped with the company seal shall be submitted, and where the business scope of the branch belongs to the items that are required to be approved before registration by laws, administrative regulations or decisions of The State Council, the relevant approval documents shall also be submitted. Change of business premises, shall submit a new certificate of use of business premises. If the person in charge is changed, the appointment and removal documents of the company as well as his/her identity certificate shall be submitted.

If the company registration authority approves the alteration registration, the Business License shall be renewed.

Article 49 Where a branch is revoked by the company, ordered to close down or revoked its business license according to law, the company shall, within 30 days from the date of making the decision, apply to the company registration authority of the branch for cancellation of registration. To apply for cancellation of registration, the application for cancellation of registration signed by the legal representative of the company and the business license of the branch shall be submitted. After the company registration authority has approved the cancellation of registration, it shall collect the Business license of the branch. ^[4]

Act 8

Registration procedure

Article 50 To apply for the registration of a company or a branch, the applicant may submit an application to the company registration authority, or submit an application by letter, telegram, telex, facsimile, electronic data interchange, E-mail, etc.

Where an application is submitted by telegram, telex, facsimile, electronic data interchange or E-mail, the applicant's contact information and correspondence address shall be provided.

Article 51 The company registration authority shall make a decision on whether to accept the application according to the following circumstances:

(1) Where the application documents and materials are complete and conform to the statutory form, or where the applicant submits all the supplementary and corrected application documents and materials as required by the company registration authority, it shall decide to accept the application.

(2) The application documents and materials are complete and conform to the statutory form, but the company registration authority considers that the application documents and materials need to be verified, shall decide to accept it, and inform the applicant in writing of the matters to be verified, reasons and time.

(3) If there are errors in the application documents or materials that can be corrected on the spot, the applicant shall be allowed to correct them on the spot, and the applicant shall sign or seal the correction and indicate the date of correction; If it is confirmed that the application documents and materials are complete and conform to the legal form, it shall be decided to accept the application.

(4) If the application documents and materials are not complete or do not conform to the statutory form, the applicant shall be informed on the spot or within 5 days at a time of all the contents that need to be corrected; When notified on the spot, the application documents and materials shall be returned to the applicant; If the application is notified within 5 days, the application documents and materials shall be received and the credentials of receiving the application documents and materials shall be issued. If the application documents and materials are not notified within the time limit, the application documents and materials shall be accepted from the date of receipt.

(5) Matters that do not belong to the scope of company registration or do not belong to the jurisdiction of the registration authority, shall immediately decide not to accept, and inform the applicant to apply to the relevant administrative authority.

Where an application is submitted by letter, telegram, telex, facsimile, electronic data exchange or E-mail, the company registration authority shall, within 5 days from the date of receipt of the application documents and materials, make a decision on whether or not to accept the application.

Article 52 In addition to the decision to grant registration in accordance with paragraph 1 (1) of Article 53 of these Regulations, where the company registration authority decides to accept the application, it shall issue a Notice of Acceptance; If the decision is not accepted, a Notice of rejection shall be issued, explaining the reasons for the rejection, and informing the applicant of the right to apply for administrative reconsideration or bring an administrative lawsuit according to law.

Article 53 The company registration authority shall make a decision on whether to grant registration or not within the prescribed time limit in each case:

(1) Where the application submitted by the applicant to the company registration authority is accepted, a decision to grant registration shall be made on the spot.

(2) If the application submitted by the applicant by letter is accepted, the decision to grant registration shall be made within 15 days from the date of acceptance.

(3) Where an application is submitted by telegram, telex, facsimile, electronic data interchange or electronic mail, the applicant shall, within 15 days from the date of receipt of the Notice of Acceptance, submit the original documents and materials of application that are consistent with the contents of telegram, telex, facsimile, electronic data interchange or electronic mail and conform to the legal form; Where the applicant submits the original application documents and materials to the company registration authority, it shall make a decision to grant registration on the spot; Where the applicant submits the original application documents and materials by letter, the decision to grant registration shall be made within 15 days from the date of acceptance.

(4) If the company registration authority fails to receive the original application documents and materials within 60 days from the date of issuing the Notice of Acceptance, or the original application documents and materials are inconsistent with the application documents and materials accepted by the company registration authority, it shall make a decision not to register.

If the company registration authority needs to verify the application documents and materials, it shall make a decision on whether to grant registration within 15 days from the date of acceptance.

Article 54 Where the company registration authority makes a decision to grant pre-approval of the company name, it shall issue the Notice of Pre-Approval of the Enterprise Name; Where a decision is made to approve the registration of the establishment of a company, the Notice of Approval of the registration of Establishment shall be issued to inform the applicant to obtain the business license within 10 days from the date of the decision; Where a decision is made to grant registration of change of the company, a Notice of Approval of Registration of Change shall be issued to inform the applicant to renew the business license within 10 days from the date of the decision; Where a decision is made to allow the company to cancel its registration, the Notice of Approval for Cancellation of Registration shall be issued and the business license shall be collected.

If the company registration authority makes a decision not to approve the name in advance or not to register, it shall issue the Notice of Rejection of the Enterprise Name and the Notice of Rejection of Registration, explaining the reasons for the rejection of the approval and registration, and informing the applicant that it has the right to apply for administrative reconsideration or bring an administrative lawsuit in accordance with the law.

Article 55 The company registration authority shall publicize the company registration and filing information to the public through the enterprise credit information publicity system. ^[5]

Article 56 The announcement of revocation of the Business License of Enterprise Legal Person and the Business License shall be issued by the company registration authority. ^[4]

Act 9

Annual report publicity, license and file management

Article 57 The company shall, from January 1 to June 30 each year, submit an annual report to the company registration authority through the enterprise credit information publicity system and publicize it to the public.

The contents of the annual report and the supervision and inspection measures shall be formulated by The State Council.

Article 58 The Business License of Enterprise legal Person and the Business License are divided into original and duplicate, and the original and duplicate have the same legal effect.

The state implements electronic business license. Electronic business license and paper business license have the same legal effect.

The original of the Business License of Enterprise Legal Person or the original of the Business License shall be placed in a prominent position of the company's residence or the business premises of the branch.

A company may, according to its business needs, apply to the company registration authority for the issuance of several copies of its business license.

Article 59 No unit or individual may forge, alter, rent, lend or transfer a business license.

If the business license is lost or destroyed, the company shall declare it invalid in the newspapers and periodicals designated by the company registration authority and apply for a replacement.

If the company registration authority makes a decision on alteration registration, cancellation of registration or cancellation of alteration registration according to law, and the company refuses to return or is unable to return the business license, the company registration authority shall announce that the business license is invalid.

Article 60 The company registration authority may temporarily detain the business license that needs to be recognized, and the period of detention shall not exceed 10 days.

Article 61 Borrowing, transcribing, carrying or copying company registration archives shall be handled in accordance with the prescribed authority and procedures.

No unit or individual may modify, smear, mark or damage the company registration archives.

Article 62 The original and duplicate of the business license, the standard of the electronic business license and the format or form of the relevant important documents of the company registration shall be formulated by the State Administration for Industry and Commerce. ^[4]

Act 10

Legal responsibility

Article 63 Where a company is registered by making a false statement of its registered capital, the company registration authority shall order it to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of its registered capital; If the circumstances are serious, the company registration shall be revoked or the business license revoked.

Article 64 Where a company is registered by submitting false materials or concealing important facts by other fraudulent means, the company registration authority shall order it to make corrections and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan; If the circumstances are serious, the company registration shall be revoked or the business license revoked.

Article 65 Where the promoters or shareholders of a company make false capital contribution, fail to deliver or fail to deliver the monetary or non-monetary property as capital contribution on time, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of false capital contribution.

Article 66 Where the promoters or shareholders of a company withdraw their capital contributions after the establishment of the company, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of capital withdrawn.

Article 67 Where a company fails to start business more than six months after its establishment without justifiable reasons, or ceases business on its own for more than six consecutive months after its establishment, its business license may be revoked by the company registration authority.

Article 68 Where a company's registered items are changed and it fails to register the changes in accordance with the provisions of these Regulations, the company registration authority shall order it to register within a time limit; Those who fail to register within the time limit shall be fined not less than 10,000 yuan but not more than 100,000 yuan. Where the change of business scope involves a project that is subject to approval as prescribed by laws, administrative regulations or decisions of The State Council and without approval is engaged in relevant business activities without authorization, and the circumstances are serious, the business license shall be revoked.

Where a company fails to handle the relevant filing in accordance with the provisions of these Regulations, the company registration authority shall order it to do so within a time limit; Those who fail to do so within the time limit shall be fined not more than 30,000 yuan.

Article 69 Where a company fails to notify or make public a notice to creditors in accordance with regulations when it merges, splits, reduces its registered capital or liquidates, the company registration authority shall order it to make corrections and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan.

Where a company conceals assets during liquidation, makes false records on its balance sheet or list of assets, or distributes company assets before debts are paid off, the company registration authority shall order it to make corrections and impose a fine of not less than 5% but not more than 10% of the amount of company assets allocated before debts are paid off; A fine of not less than 10,000 yuan but not more than 100,000 yuan shall be imposed on the persons in charge who are directly responsible and other persons who are directly responsible.

If a company carries out any business activities unrelated to liquidation during the liquidation period, the company registration authority shall give it a warning and confiscate its illegal gains.

Article 70 Where the liquidation group fails to submit the liquidation report to the company registration authority in accordance with the provisions, or conceals important facts or contains major omissions in the liquidation report submitted, the company registration authority shall order it to make corrections.

Where any member of the liquidation group engages in malpractices for personal gain, seeks illegal income or embezzles company property by taking advantage of his functions and powers, the company registration authority shall order him to return the company property, confiscate his illegal income, and may impose a fine of not less than one time but not more than five times his illegal income.

Article 71 Where a business license is forged, altered, leased, lent or transferred, the company registration authority shall impose a fine of not less than 10,000 yuan but not more than 100,000 yuan; If the circumstances are serious, the business license shall be revoked.

Article 72 Where a company fails to place its business license in a conspicuous position at its residence or business place, the company registration authority shall order it to make corrections; Those who refuse to make corrections shall be fined between 1,000 yuan and 5,000 yuan.

Article 73 Where an institution undertaking asset assessment, capital verification or verification provides false materials, the company registration authority shall confiscate the illegal income, impose a fine of not less than one time but not more than five times the illegal income, and may order the institution to suspend business, revoke the qualification certificate of the person directly responsible, and revoke the business license.

Where an institution responsible for asset assessment, capital verification or verification provides a report with major omissions due to negligence, the company registration authority shall order it to make corrections; if the circumstances are serious, a fine of not less than one time but not more than five times the income received shall be imposed, and the relevant competent department may order the institution to suspend business, revoke the qualification certificates of the persons directly responsible, and revoke the business license.

Article 74 If a company fails to register as a limited liability company or joint stock limited company in accordance with the law and uses the name of a limited liability company or joint stock limited company, or a branch of a limited liability company or joint stock limited company in accordance with the law and uses the name of a branch of a limited liability company or joint stock limited company in accordance with the law, the company registration authority shall order it to make corrections or prohibit it. A fine of less than 100,000 yuan may also be imposed.

Article 75 Where the company registration authority registers an application for registration of a company that does not meet the prescribed conditions, or refuses to register an application for registration that does meet the prescribed conditions, the person directly in charge and other persons directly responsible shall be subject to administrative sanctions according to law.

Article 76 Where the superior department of the company registration authority forces the company registration authority to register an application for registration that does not meet the prescribed conditions, or to refuse to register an application for registration that meets the prescribed conditions, or to cover up an illegal registration, the persons directly in charge and other persons directly responsible shall be given administrative sanctions according to law.

Article 77 Where a foreign company establishes a branch within the territory of China without authorization in violation of the provisions of the Company Law, the company registration authority shall order it to make corrections or close it down, and may impose a fine of not less than 50,000 yuan but not more than 200,000 yuan.

Article 78 If a company uses the name of the company to engage in serious illegal acts that endanger state security or social public interests, its business license shall be revoked.

Article 79 Where a branch company commits any illegal act prescribed in this Chapter, the provisions of this Chapter shall apply.

Article 80 Whoever violates the provisions of these Regulations and constitutes a crime shall be investigated for criminal responsibility according to law. ^[4]

Chapter 11

by-law

Article 81 These Regulations shall apply to the registration of foreign-invested companies. Where there are other provisions on the registration of foreign-invested enterprises in the relevant laws, such provisions shall apply.

Article 82 Where laws, administrative regulations or decisions of The State Council stipulate that the establishment of a company must be reported for approval, or the business scope of the company falls within the scope of items that are required to be approved before registration by laws, administrative regulations or decisions of The State Council, the State Administration for Industry and Commerce shall, in accordance with laws, administrative regulations or decisions of The State Council, prepare and publish the list of pre-registration administrative licenses for enterprises.

Article 83 These Regulations shall come into force as of July 1, 1994. ^[4]

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