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Article 1. The present Provisions are hereby formulated in accordance with the relevant laws and administrative regulations on enterprise registration for the purpose of regulating the administration of registration of the business scope of enterprises, and regulating the management acts of enterprises and ensuring the legal rights and interests of enterprises. Article 2. The present Provisions shall be applicable to the enterprises registered within the territory of the People's Republic of China. Article 3. The "business scope" is the scope of business for an enterprise to conduct business activities, and shall be subject to the registration of enterprise registration organs according to law. The business scope of an enterprise shall be registered by enterprise registration organs according to law upon the application of investors or the enterprise. The business scope of an enterprise shall be consistent with the provisions of articles of association or partnership agreement. Article 4. Business scope is divided into the licensed business item and the general business item. The "licensed business item" shall refer to the item that shall be reported to and subject to the approval of the relevant departments according to laws, administrative regulations and the decision of the State Council before an enterprise applies for registration. The "general business item" shall refer to the item that is not subject to approval and may be applied for by an enterprise itself at its own will. Article 5. An applicant shall, when applying for licensed business items, file an application to the examination and approval authority according to the laws, administrative regulations and the decision of the State Council, and apply to the enterprise registration organs for registration, and after being approved, apply to the enterprise registration authority for registration upon the strength of the document of approval and certificate. If the examination and approval authority has any restriction on the business term of the licensed business items, the registration organ shall mention the term of business in the registration, and the enterprise shall conduct business operations within the business term approved by the examination and approval authority. When applying for general business items, an applicant shall choose at his free will one category or several categories of business by referring to the relevant provisions of Classification of National Economic Sectors and shall apply for registration directly to the enterprise registration organs according to law. Article 6. The enterprise registration organs shall register the licensed business items in accordance with the documents of approval and certificate of the examination and approval authority. In case there are no statements on the licensed business items in the documents of approval or the certificate or the statements are nonstandard, the registration shall be made in accordance with the relevant laws, administrative regulations, the decisions of the State Council, and the Classification of National Economic Sectors. The enterprise registration organ shall, according to the articles of association of an enterprise, partnership agreement or the application, register the general business items by referring to the categories of the Classification of National Economic Sectors and other relevant provisions. Article 7. The business scope of an enterprise shall include or embody the industrial sector in the name of the enterprise or the business features. The industrial sector, to which the first business item of the business scope of an inter-sector enterprise is subordinated, shall be the industry of the enterprise. Article 8. Where an enterprise alters its scope of business, it shall apply for alteration registration to the enterprise registration organ within 30 days after making the resolution or decision on alteration. In case the alteration involves any licensed business item, the enterprise shall apply for alteration registration to the enterprise registration organ upon the strength of the documents of approval or certificates within 30 days from the date of approval by the examination and approval authority. Where any partnership or proprietorship alters its business scope, it shall apply for alteration registration to the enterprise registration organ within 15 days from the day when the alteration decision is made. Article 9. Where an enterprise newly established due to division or merger applies for undertaking licensed business items, it shall, before applying for registration, have filed an application according to law to the examination and approval authority is prescribed by laws, administrative regulations and the decisions of the State Council, and, after being approved, shall apply for registration to the enterprise registration organ upon the strength of the documents of approval and certificates; where any enterprise that survives after division or merger applies for undertaking licensed business items, if it has been approved by the examination and approval authority before making alteration registration, it does not need to go through the formalities of examination and approval again. Article 10. Where an enterprise alters its form, it does not need to go through formalities of examination and approval once again for the licensed business items, which has been approved by the examination and approval authority before altering its form. Article 11. Where an enterprise alters any of its contributors, it does not need to go through the formalities of examination and approval once again for the former licensed business items, which have been approved by the examination and approval authority after the alteration, unless it is differently specified by laws, administrative regulations and the State Council. Where any contributor of an enterprise has changed from a domestic investor into an overseas investor, or any contributor of an enterprise has changed from an overseas investor into a domestic investor, the enterprise registration organ shall reregister the business scope according to the documents of approval or certificates of the examination and approval authority. Article 12. The business scope of a branch institution that cannot undertake civil liabilities independently (hereinafter referred to the branch) shall not exceed the business scope of the enterprise it is subordinated to. Where a branch undertakes the management of licensed business items in the business scope of the enterprise it is subordinated to, it shall report to and be subject to the approval of the examination and approval authority, unless it is otherwise differently specified by any law, administrative regulation or the State Council. Where the examination and approval authority approves a branch to manage the licensed business items, the enterprise may apply for broadening the corresponding business scope upon the strength of documents of approval and certificates of licensed business items of the branch, but shall indicate the letter of "Management by the Branch" in the broadened business scope in the application. Article 13. In case any of the following circumstances occurs to the business scope applied for by an enterprise, the enterprise registration organ shall not effect the registration: (1) The enterprise is banned from conducting any business operation by laws, administrative regulations and the decisions of the State Council; (2) The business scope falls within the licensed business items, and the documents of approval and certificates of the examination and approval authority fail to be submitted; (3) The registered capital fails to reach the minimum registered capital for conducting the business operation of such items prescribed by laws and administrative regulations; (4) Where an enterprise in a special industry can only conduct the approved items prescribed by laws, administrative regulations and the State Council, but the enterprise applies for other items; or (5) Other circumstances prescribed by laws, administrative regulations and the State Council. Article 14. In case an enterprise has any of the following circumstances, it shall stop the business operation of the relevant items and apply for handling alteration registration on the business scope or deregistration to the enterprise registration organ in time: (1) Where, after the general business items in the business scope, which have been adjusted to the licensed business items according to laws, administrative regulations and the decisions of the State Council, the enterprise fails to apply for going through formalities of examination and approval in light of the relevant provisions, and fails to be approved; (2) Where the examination and approval for the licensed business items in the business scope shall be handled once again required by laws, administrative regulations or the decisions of the State Council, the enterprise fails to apply for going through the formalities of examination and approval in light of the relevant provisions and fails to be approved; (3) Where the business term, which is approved by the examination and approval authority for the licensed business items in the business scope expires, the enterprise fails to reapply for going through formalities of the examination and approval and fails to be approved; or (4) The examination and approval authority cancels the licensed business items in the business scope. Article 15. In case an enterprise conducts the business operation of licensed business items without approval or registration or in violation of the provisions of Article 14 of the present Provisions, the enterprise registration organ shall make investigation into and give punishment to it according to the Measures for the Investigation, Punishment and Banning of Business Operation without A Business License. Article 16. In case any enterprise conducts the unregistered general business items, the enterprise registration organ shall make investigation into and give punishment to it. Article 17. The present Provisions shall come into force as of July 1, 2004. |
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