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The State Council has decided to make the following revisions on the Regulation of the People's Republic of China on the Administration of Company Registration: 1. One paragraph shall be inserted into Article 2 as paragraph 2: "As to an application for company registration, the applicant shall be responsible for the authenticity of the application documents and materials." 2. Article 6 shall be revised as: "The State Administration for Industry and Commerce shall take charge of the registration of the following companies: (1) A company, for which the state-owned assets supervision and administration institution of the State Council performs the functions and duties of a capital contributor, as well as a company, which is established by the investment of the aforesaid company that holds more than 50% shares therein; (2) A foreign-funded company; (3) A company subject to the registration of the State Administration for Industry and Commerce according to the relevant laws, administrative regulations, or decisions of the State Council; and (4) Any other company that shall be subject to the registration of the State Administration for Industry and Commerce according to the relevant provisions." 3. Article 7 shall be revised as: "The administration for industry and commerce of a province, autonomous region or municipality directly under the Central Government shall take charge of the registration of the following companies within its administrative division: (1) A company, for which the state-owned assets supervision and administration institution of the people's government of a province, autonomous region, or municipality directly under the Central Government performs the functions and duties of a capital contributor, as well as a company, which is established by the investment of the aforesaid company that holds more than 50% shares therein; (2) A company as established by the investment of a natural person subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government; (3) A company subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government according to the relevant laws, administrative regulations, and decisions of the State Council; and (4) Any other company subject to the registration of an organ as authorized by the State Administration for Industry and Commerce." 4. Article 8 shall be revised as: "The administration for industry and commerce of a districted city (region) or county, the sub-administration for industry and commerce of the municipality directly under the Central Government, the regional sub-administration for industry and commerce of a districted city shall take charge of the registration of the following companies within its administrative division: (1) Any company other than the companies as prescribed in Articles 6 and 7 of the present Regulation; and (2) A company subject to the registration as authorized by the State Administration for Industry and Commerce or the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government. The specific jurisdiction over registration as prescribed in the preceding paragraph shall be prescribed by the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government. However, the administration for industry and commerce of a districted city (region) shall take charge of the registration of joint stock limited companies." 5. One article shall be inserted as Article 14: "The form for shareholders to contribute capital shall comply with the provisions of Article 27 of the Company Law. Where any shareholder contributes capital in any other property form other than currency, in-kind, intellectual property or land use right, the measures for registration thereof shall be prescribed by the State Administration for Industry and Commerce in collaboration with the relevant departments of the State Council. No shareholder may make any contribution based on labor, creditworthiness, name of a natural person, goodwill, franchise or any property to which any guaranty has been set." 6. One article shall be inserted as Article 15: "The business scope of a company shall be stipulated by the constitution thereof and shall be subject to registration according to law. As to the terminology applied in the business scope of a company, the standards for industrial categories of the national economy shall be referred to." 7. One article shall be inserted as Article 16: "The companies are classified into limited liability companies and joint stock limited companies. As to any one-person limited liability company, the sole-investor nature of the natural person or legal person shall be indicated in the registration documents of the company and shall be indicated in the business license thereof as well." 8. Article 17 shall be changed into Article 20 and an item shall be inserted into paragraph 2 as item (5): "Where the initial capital contributions made by a shareholder is non-monetary property, the certification documents showing that the formalities for transferring the property thereof have been settled shall be submitted when the company handles the formalities for the registration of establishment." One paragraph shall be inserted as paragraph 3: "The initial capital contributions made by a shareholder of a foreign-funded limited liability company shall comply with the provisions of relevant laws and administrative regulations, and the surplus shall be contributed in full amount within 2 years as of the establishment of the company. In particular, an investment company may contribute its capital in full amount within 5 years." 9. Article 18 shall be changed into Article 21 and one paragraph shall be inserted therein as paragraph 3: "As to a joint stock limited company that has been established by floating stocks, it shall submit the meeting minutes in the establishment assembly as well. As to any joint stock limited company that has been established by floating stocks issues stocks, the relevant approval documents of the state-owned assets supervision and administration institution of the State Council shall be submitted as well." One paragraph shall be inserted as paragraph 4: "Where it's prescribed by any law, administrative regulation, or decision of the State Council that the establishment of a joint stock limited company shall be subject to approval, the relevant approval document shall be submitted as well." 10. Article 24 shall be changed into Article 27 and one paragraph shall be inserted as paragraph 3: "Where it's prescribed by any law, administrative regulation, or decision of the State Council that the alteration of any registered item shall be subject to approval before registration, the relevant approval documents shall be submitted to the organ in charge of company registration as well." 11. Article 28 shall be changed into Article 31 and paragraph 2 therein shall be revised as: "Where a company increases its registered capital, the capital contributions of the shareholders of a limited liability company for the increased amount and the new stocks as subscribed by the shareholders of a joint stock limited company shall be implemented respectively according to the relevant provisions of the Company Law on the capital contributions for the establishment of a limited liability company and the subscription of stocks for the establishment of a joint stock company. Where a joint stock limited company increases its registered capital by means of public offer of stocks or where a listed company increases its registered capital by means of non-public offer of stocks, the relevant approval documents produced by the securities regulatory of the State Council shall be submitted as well." One paragraph shall be inserted as paragraph 3: "Where the statutory common reserve of a company is converted into its registered capital, it shall be indicated in the asset verification certification that the surplus of the statutory common reserve of the company shall be no less than 25% of the registered capital thereof before the conversion is conducted." One paragraph shall be inserted as paragraph 5: "The registered capital of a company after capital reduction shall be no less than the minimum amount as prescribed by law." 12. One article shall be inserted as Article 32: "Where a company alters its actual capital contributions, it shall provide the asset verification certification as produced by an asset verification institution that has been lawfully established and shall contribute the relevant capital according to the time and form of capital contribution as indicated in the constitution thereof. A company shall, within 30 days as of contribution of capital or funds as generated from the issuance of stocks in full amount, apply for the alteration of its registration." 13. Article 29 shall be changed into Article 33 and one paragraph shall be inserted as paragraph 2: "Where the relevant license or any other approval document for any item in the business scope of a company which shall be subject to the approval according to relevant laws, administrative regulations, or decisions of the State Council, is suspended or revoked, or the relevant license or any other approval document expires, the company shall, within 30 days as of the suspension or revocation of the license or any other approval document or as of the expiration of the license or the other approval document, apply for the alteration of its registration or handle the formalities for deregistration according to the provisions of Chapter VI of the present Regulation." 14. Article 31 shall be changed into Article 35 and one paragraph shall be inserted as paragraph 2: "Where a natural-person shareholder of a limited liability company dies, his legitimate inheritor shall succeed to the qualification of a shareholder and the relevant company shall apply for alteration of its registration according to the provisions of the preceding paragraph." 15. One article shall be inserted as Article 36: "Where the alteration of any registered item of a company is involved with the alteration of any registered item of its branch, it shall apply for the alteration of registration for its branch within 30 days as of the day when the registration of the company is altered." 16. One article shall be inserted as Article 41: "Where a company applies to the organ in charge of company registration for revocation or alteration of its registration according to the provisions of Article 22 of the Company Law, it shall submit the following documents: (1) An Application as signed by the legal representative thereof; and (2) A written judgment of the people's court." 17. One article shall be inserted as Article 42: "Where a company is dissolved and shall undergo liquidation according to law, a liquidation group shall, within 10 days as of formation of the group, report the list of members and person-in-charge of the group to the registration organ in charge of company registration for archival filing." 18. Article 37 shall be changed into Article 44 and one paragraph shall be inserted as paragraph 2: "Where a solely state-owned company applies for de-registration, it shall additionally submit the decision of the state-owned assets supervision and administration institution. In particular, for the key solely state-owned companies as decided by the State Council, the approval documents of the people's government at the same level shall be submitted as well." 19. Article 40 shall be deleted. 20. Article 42 shall changed into Article 48 and one item shall be inserted into paragraph 2 thereof as item (4): "The appointment document and identity certification of the person-in-charge of the branch." One paragraph shall be inserted as paragraph 3: "Where it is prescribed by any law, administrative regulation, or decisions of the State Council that the establishment of a branch shall be reported for approval or in case any item within the business scope of a branch shall be subject to approval before registration according to relevant laws, administrative regulations, or decisions of the State Council, the relevant approval documents shall be submitted as well." One paragraph shall be inserted as paragraph 4: "Where the organ in charge of company registration approves the registration of a branch, a Business License shall be issued. A company shall, within 30 days as of the day when its branch is registered, go to the organ in charge of company registration to handle the formalities for archival filing upon the strength of the Business License of its branch." 21. One article shall be inserted as Article 51: "When applying for the registration of a company or branch, the applicant may go to the organ in charge of company registration to submit its application or may file an application by means of letter, telegraph, telex, fax, electronic data exchange or email." "Where any application is filed by such means as telegraph, telex, fax, electronic data exchange or email, the contact way and address of the applicant shall be provided." 22. One article shall be inserted as Article 52: "The organ in charge of company registration shall, according to the following circumstances, respectively decide whether or not to accept an application: (1) Where the application documents and materials are complete and meet the statutory form, or where an applicant has submitted all the application documents and materials that have been supplemented and corrected according to the requirements of the organ in charge of company registration, the organ shall decide to accept the application; (2) Where the application documents and materials are complete and meet the statutory form but the organ in charge of company registration believes that the application documents and materials shall be subject to verification, the organ shall decide to accept the application and shall, at the same time, inform the applicant of the items subject to verification as well as the reason and time limit thereof in written form; (3) Where any application document or material has any mistake that may be corrected on the spot, the applicant shall be allowed to correct it on the spot, affix its signature or seal to the correction and indicate the date of correction. Where the relevant application documents and materials are confirmed to be complete and meet the statutory form, the organ shall decide to accept the application; (4) Where any application document or material is incomplete or fails to meet the statutory form, the organ shall, on the spot or within 5 days therefrom, inform the applicant of all the contents subject to supplementation and correction in a one-off manner. Where it is informed on the spot, the organ shall return the application documents and materials to the applicant. In the case of notification within 5 days, the organ shall collect the application documents and materials and shall produce a receipt of the application documents and materials. Where the organ fails to inform the relevant applicant, it shall be deemed that the organ has accepted the application as of the day when the application documents and materials are received; (5) In case any item fails to fall within the registration scope of a company or fails to fall within the registration jurisdiction of the organ, it shall immediately decide not to accept the relevant application and shall inform the applicant to apply to the relevant competent administrative organ. As to an application that is filed in such forms as letter, telegraph, telex, fax, electronic data exchange or email, the organ in charge of company registration shall, within 5 days as of receiving the relevant application documents and materials, decide whether or not to accept the application." 23. One article shall be inserted as Article 53: "Unless an approval decision is made according to item (1), paragraph 1 of Article 54 of the present Regulation, the organ in charge of company registration shall, when it has decided to accept an application, produce a Notice on Acceptance. In the case of rejection, it shall produce a Notice on Rejection, give explanations for rejection, and inform the applicant of the right to apply for an administrative review or an administrative litigation according to law." 24. One article shall be inserted as Article 54: "The organ in charge of company registration shall, after deciding to accept an application, decide whether or not to approve its registration within the prescribed term according to different circumstances: (1) Where an application as filed by an applicant that goes to the organ in charge of company registration is accepted, it shall decide whether or not to approve it on the spot; (2) Where an application as filed by an applicant in letter form is accepted, it shall decide whether or not to approve it within 15 days as of acceptance; (3) Where an application as filed by an applicant in the form of telegraph, telex, fax, electronic data exchange or email, an applicant shall, within 15 days as of accepting the Notice on Acceptance, submit the original of the application documents and materials in consistency with the statutory form and in compliance with the contents of the telegraph, telex, fax, electronic data exchange or email. Where an applicant goes to the organ in charge of company registration to submit the original of application documents and materials, the organ shall decide whether or not to approve the registration on the spot. Where an applicant submits its application documents and materials in letter form, the organ shall decide whether or not to approve the registration within 15 days; (4) Where the organ in charge of company registration fails to receive any original of the relevant application documents and materials within 60 days as of sending out the Notice on Acceptance, or where the original of the application documents or materials are inconsistent with the application documents and materials as accepted by the organ in charge of the registration of companies, the organ shall decide not to accept them. Where the organ in charge of company registration needs to carry out any verification on the application documents and materials, it shall decide whether or not to approve the registration within 15 days as of acceptance." 25. One article shall be inserted as Article 55: "Where the organ in charge of company registration decides to approve the name of a company in advance, it shall produce a Notice on Advanced Approval for Enterprise Name. Where the organ decides to approve the registration of a company, it shall produce a Notice on Approval for Establishment Registration and inform the applicant to collect its business license within 10 days as of decision. Where the organ decides to approve the alteration of registration of a company, it shall produce a Notice on Approval of Alteration Registration and inform the applicant to renew its business license within 10 days as of decision. Where the organ decides to approve the write-off of registration of a company, it shall produce a Notice on Approval of Writing-off Registration, and revoke the relevant business license. Where the organ in charge of company registration decides not to approve any name in advance or not to approve the registration, it shall produce a Notice on Rejecting the Enterprise Name or a Notice on Rejecting the Registration, give explanations for disapproval of registration and inform the relevant applicant of the right to apply for an administrative review or an administrative litigation according to law." 26. Article 46 shall be changed into Article 56 and the paragraph 2 thereof shall be revised as: "Where the Business License of an Enterprise Legal-person of a company is collected, the registration fee for establishment shall be paid at 0.8% of the total amount of its registered capital. Where its registered capital exceeds 10 million yuan, for the excess sum, the fee shall be paid at 0.4% of the total amount of the registered capital. Where its registered capital exceeds 0.1 billion yuan, no charge shall be claimed for the excess." 27. Article 49 shall be changed into Article 59 and shall be revised as: "From March 1 to June 30 each year, the organ in charge of company registration shall carry out an annual examination of companies." 28. Article 54 shall be changed into Article 64 and the paragraph 3 thereof shall be revised as: "Where the organ in charge of company registration decides to alter, write off the registration or revoke its decision on alteration registration; where the relevant company refuses to submit or fails to submit its Business License, the organ in charge of company registration shall announce to cancel the company's business license." 29. Article 63 shall be changed into Article 73 and one paragraph shall be inserted as paragraph 2: "Where a company fails to handle the relevant formalities for archival filing according to the provisions of the present Regulation, the organ in charge of company registration shall order it to handle the formalities within a time limit. Where any company fails to handle the formalities within the prescribed time period, a fine of no more than 30, 000 yuan shall be imposed thereupon." 30. Article 64 shall be changed into Article 74 and one paragraph shall be inserted as paragraph 2: "Where a company undergoes liquidation and if it conceals any asset, makes any false record in its balance sheet or property checklist or fails to pay off its debts before distribution of its assets, the organ in charge of company registration shall order it to correct and impose upon the company a fine of 1% up to 10% of the concealed asset or the asset as distributed before clearing off its debts as well as impose upon the person-in-charge or any other directly liable person a fine of 10,000 yuan up to 100, 000 yuan." One paragraph shall be inserted as paragraph 3: "Where a company engages in any business operation irrelevant to liquidation when undergoing liquidation, the organ in charge of company registration shall give it a warning and confiscate the relevant illegal proceeds." 31. Article 65 shall be changed into Article 75 and one paragraph shall be inserted as paragraph 2: "Where any member of a liquidation group takes advantage of his power to practice favoritism, seeks any illegal proceeds or seizes any asset of the company, the organ in charge of company registration shall order him to refund the company's asset, confiscate the legal proceeds and may impose thereupon a fine of 1 time up to 5 times the illegal proceeds." 32. Article 66 shall be deleted. 33. Article 67 shall be deleted. 34. One article shall be inserted as Article 79: "Where an institution that takes charge of asset assessment, asset verification or authentication provides any false material, the organ in charge of company registration shall confiscate the illegal proceeds and impose thereupon a fine of 1 time up to 5 times the illegal proceeds. The relevant competent administrative department may order the said institution to stop its business, revoke the qualification certificate of the directly liable persons and suspend the Business License. Where an institution that takes charge of asset assessment, asset verification or authentication provides any report carrying any major omission, the organ in charge of company registration shall order it to correct, and may, under any serious circumstances, impose thereupon a fine of 1 time up to 5 times the illegal proceeds. The relevant administrative department may order the said institution to stop its business, revoke the qualification certificate of the directly liable persons and suspend the Business License of the institution." 35. Article 71 shall be deleted. 36. One article shall be inserted as Article 83: "Where a foreign company violates any provision of the Company Law by unlawfully establishing any branch within the territory of China, the organ in charge of company registration shall order it to correct or close down and may impose thereupon a fine of 50, 000 yuan up to 200, 000 yuan." 37. One article shall be inserted as Article 84: "Where any company takes advantage of its name to engage in any serious illegal act that may injure the state security or social public interest, its Business License shall be revoked." 38. One article shall be inserted as Article 85: "Where any branch of a company has any illegal act in violation of the present Chapter, the provisions of the present Chapter shall be applied thereto." 39. One article shall be inserted as Article 86: "Where anyone violates the provisions of the present Regulation and thus constitutes a crime, he shall be subject to criminal liabilities according to law." 40. Article 74 shall be deleted. 41. One article shall be inserted as Article 88: "Where it's prescribed by any law, administrative regulation, or decision of the State Council that the establishment of a company shall be reported for approval, or where any item within the business scope of the company shall be subject to approval before registration according to any law, administrative regulation, or decision of the State Council, the State Administration for Industry and Commerce shall publicize the Catalogue of Administrative License before the Registration of a Company according to the relevant laws, administrative regulations, and decisions of the State Council." Moreover, the order of articles and some wording shall be adjusted and revised accordingly. The present Decision shall come into force as of January 1, 2006. The Regulation on the Administration of Company Registration shall be revised according to the present Decision and be promulgated again. |
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