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TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS CHAPTER II ENTERPRISE NAMES CHAPTER III REGISTRATION OF ENTERPRISE NAMES CHAPTER IV USE OF ENTERPRISE NAMES CHAPTER V SUPERVISION, ADMINISTRATION AND DISPUTE SETTLEMENT CHAPTER VI SUPPLEMENTARY PROVISIONS CHAPTER I GENERAL PROVISIONS Article 1. These Measures are formulated for the purpose of strengthening and perfecting the administration of enterprise name registration, protecting the lawful rights and interests of the owners of enterprise names and maintaining a fair competition order in accordance with the Provisions on Administration of Enterprise Name Registration, relevant laws and administrative regulations. Article 2. The present Measures shall apply to the registration of enterprise names of legal person enterprises and non-legal person enterprises by administrative organs for industry and commerce. Article 3. An enterprise shall select its own name and applies for registration according to law. An enterprise enjoys the name right from the date of establishment. Article 4. Administrative organs for industry and commerce at various levels shall approve and register enterprise names according to law. Any enterprise name registered beyond power shall be rectified. Article 5. Administrative organs for industry and commerce shall carry out administration of enterprise name registration at different levels. The State Administration for Industry and Commerce (hereinafter referred to the SAIC) takes charge of nationwide administration of enterprise name registration, and is responsible for approval of the following enterprise names: (1) those prefixed by words such as "Zhongguo" or"Zhonghua" (both mean China) or "Guojia" (State) or "Guoji" (international); (2) those using words such as "Zhongguo" or "Zhonghua" (both mean China) or "Guojia" (State) or "Guoji" (international); and (3) those without the name of administrative division. Local administrative organs for industry and commerce are responsible for the approval of the following enterprise names other than those stipulated in the preceding paragraph: (1) those prefixed by administrative division at the same level; and (2) those conforming to those including the same administrative division described in Article 12 of the present Measures. The administrative organs for industry and commerce authorized by the SAIC to approve names of foreign-funded enterprises shall be responsible for approving the names of foreign-funded enterprises according to the present Measures. CHAPTER II ENTERPRISE NAMES Article 6. The name of a legal person enterprise shall not include the name of another legal person enterprise unless it is otherwise provided for by the State Administration for Industry and Commerce. Article 7. The name of an enterprise shall not include the name of another enterprise. The name of an enterprise's branch shall be prefixed by the name of the enterprise to which it is affiliated. Article 8. Enterprise names shall be in Chinese characters that conform to the norms of the State, shall not use foreign words, the Chinese phonetic alphabet or Arabic numbers. Where the name of an enterprises needs to be translated into a foreign language, the enterprise will translate it by itself according to the written translation principles. It isn't required to report to administrative organs for industry and commerce for approval and registration. Article 9. An enterprise name shall be composed of the name of administrative division, the identifier, industrial sector and organizational form in sequence unless it is otherwise provided for by law, administrative regulations and these Measures. Article 10. Except the enterprises the establishment of which is decided by the State Council, an enterprise's name shall not be prefixed by words such as "Zhongguo" or "Zhonghua" (both mean China) or "Guajia" (State) or "Guoji" (international). Where words such as "Zhongguo" or "Zhonghua" (both mean China) or "Guajia" (State) or "Guoji" (international) are used in the middle of the enterprise names, such words shall be attributive words describing the industrial sector concerned. A wholly foreign-funded enterpriser or foreign holding foreign-funded enterprise that uses the identifier of the investment enterprises from a foreign country (region) may use the word "(China)" in the middle of its name. Article 11. The administrative division in an enterprise name is the name or place name of the administrative division at or above the county level where such enterprise is located. The name of a district under a city may not be used separately as the administrative division in an enterprise name. An enterprise name using a district under a city together with the name of the city administration division shall be subject to approval by the municipal administrative organ for industry and commerce. An enterprise name used together with the administrative division of a province, city or county shall be approved by the administrative organ for industry and commerce of the administrative division at the highest level. Article 12. A legal person enterprise who meets the following conditions may place the administrative division in its name after the identifier and before the organizational forms. (1) where the identifier of the holding enterprise is used; and (2) where the name of such holding enterprise doesn't contain the administrative division. Article 13. Upon approval of the State Administration for Industry and Commerce, a legal person enterprise meeting one of the following conditions may use the enterprise name that doesn't contain administrative division: (1) where the approval is granted by the State Council; (2) where the registration is conducted by the State Administration for Industry and Commerce; (3) where the registered capital (or registered fund) is not less than 50 million yuan; (4) where it is otherwise provided for by the State Administration for Industry and Commerce. Article 14. The identifier in an enterprise name shall be composed of 2 or more Chinese characters. An administrative division may not be used as an identifier, unless the place name of an administrative division at or above the county level has other meanings. Article 15. An enterprise name may use the name of a natural person investor as the identifier. Article 16. The expression of industrial sector in an enterprise name shall be the terms reflecting the nature of economic activities of the enterprise which belong to the national economic sector or enterprise business characteristics. Industry terminology included in company name shall be consistent with the cope of business. Article 17. The contents of the sector expression in an enterprise name shall conform to the business scope of the enterprise. Article 18. Where the terms of the classifications of the national economic sector are not used to express the sector in which an enterprise is engaged, the following conditions shall be met: (1) where the nature of economic activities of the enterprise belong to more than five broad categories of the national economic sector; (2) where the registered capital (or registered fund) is more than 100 million yuan or is the parent company of the enterprise group; and (3) where it is different from the identifier in the enterprise name approved or registered by the same administrative organ for industry and commerce. Article 19. An enterprise may use the name of a country (region) or the place name of the administrative division at or above the county level after the identifier in the name so as to reflect its business characteristics. The place name mentioned above shall not be deemed as an administrative division in the enterprise name. Article 20. No enterprise name may explicitly or implicitly involve any business beyond its business scope. CHAPTER III REGISTRATION OF ENTERPRISE NAMES Article 21. Only one enterprise name may be indicated on the enterprise business license. Article 22. Anyone who intends to establish a company shall apply for approval of a name in advance. Where the establishment of an enterprise must be submitted for examination and approval stipulated by laws and administrative regulations or there are any items which are subject to examination and approval stipulated by laws and administrative regulations in its business scope, the formalities for the advance approval of enterprise name must be gone through before it is submitted for examination and approval, and the enterprise name approved by the administrative organ for industry and commerce shall be used for submission for examination and approval. Anyone who intends to establish any other enterprise may apply for approval of a name in advance. Article 23. For applying for approval of an enterprise name in advance, the appointed representative or authorized agent by all the contributors, partners or cooperators (hereinafter referred uniformly to investors) shall submit the following documents to the administrative organ for industry and commerce having jurisdiction over name approval: An application for approval of an enterprise name in advance shall specify the name (as well as the candidate names) of the to-be-established enterprise, address, the business scope, registered capital, the name, amount and proportion of capital contributions of each investor, authorization opinions (name, power and time limit of a designated representatives or authorized agent), and shall bear the signatures of all the investors. The photocopy of ID card of the designated representative or the authorized agent shall be attached to the application for the advance approval of enterprise name. Article 24. As for an applicant who directly goes to the administrative organ for industry and commerce to go through the formalities for the advance approval of enterprise name, the administrative organ for industry and commerce shall, on the spot, make a decision of approval or rejection of the application for advance approval of the enterprise name. If it approves the application, it shall issue a Notice of Advance Approval of Enterprise Name; if it rejects the application, it shall issue a Notice of Rejection of Enterprise Name; If an application for advance approval of an enterprise name is filed by mail, fax or electronic data exchange, it shall be handled in pursuance of the Provisions on Enterprise Registration Procedures. Article 25. When applying for the establishment of an enterprise, if the applicant has been granted an approval of enterprise name in advance, it shall submit the Notice of Advance Approval of Enterprise Name. Where the name of the to-be-established enterprise is subject to examination and approval prescribed by any law or administrative regulation, and if the applicant fails to submit the examination and approval documents, the registration organ shall not register the enterprise name approved in advance. Where the advance approval of the enterprise name and registration of the enterprise are not conducted at the same administrative organ for industry and commerce, the registration organ shall, within 30 days from the date of registration of the enterprise, send the relevant registration information to the administrative organ for industry and commerce that approved the enterprise name for archival purposes. Article 26. An enterprise that intends to change its name shall apply to the registration organ for modifying the registration. Where the name applied for modification by an enterprise is subject to the jurisdiction of the registration organ, the registration organ shall handle the change registration directly. Where the name applied for change by an enterprise is not subject to the jurisdiction of the registration organ, the matter shall be handled in accordance with Article 27 of the present Measures. Within 30 days from the day when the modification registration of the enterprise is approved, the enterprise shall apply for modifying the registration of the names of its branch institutions. Article 27. When applying for modifying an enterprise name, if the enterprise registration and the enterprise name approval are not subject to the jurisdiction of the same administrative organ for industry and commerce, the enterprise registration organ shall conduct preliminary examination over the name, into which the enterprise is to be changed, and then send the enterprise name modification approval opinion to the administrative organ with jurisdiction over names. The enterprise name modification approval opinion shall specify the original enterprise name, the enterprise name to be changed into (candidate name), address, registered capital, business scope, names of investors and the examination opinion of the enterprise registration organ, and shall bear the official seal. The administrative organ for industry and commerce with jurisdiction over names shall, within 5 days from the day after it receives the enterprise name modification approval opinion, make a decision of approval or disapproval. If it approves, it shall issue the applicant an Enterprise Name Modification Approval Notice; if it disapproves, it shall issue the applicant an Enterprise Name Rejection Notice. The registration organ shall, within 30 days from the day when it approves the enterprise name modification registration, send relevant registration information to the administrative organ for industry and commerce, which approves the enterprise name, for archival purposes. Article 28. The validity period of a company name approved in advance or a company name approved for modification shall be six months. It shall be invalidated automatically at the expiry of the validity period. Article 29. When the relevant business operation right of an enterprise has been cancelled and its name also reflects such business, the enterprise shall, within one month from the date of canceling of such business operation right, file an application to the registration organ for modifying the enterprise name and other registered information. Article 30. Where an enterprise handles deregistration formalities or has its business license revoked if its name was approved by another administrative organ for industry and commerce, the registration organ shall send the information about the deregistration or administrative punishment decision to the administrative organ for industry and commerce, which approved the name of the enterprise, for archival purposes. Article 31. Where the name of an enterprise is under one of the following circumstances, no approval may be granted: (1) where it is identical with the name or identifier of the enterprise of the same sector approved or registered by the same administrative organ for industry and commerce, with the exception of those having investment relationship with each other; (2) where it is identical with the name or identifier of the enterprise approved or registered by the same administrative organ for industry and commerce in accordance with the provisions of Article 18 of these Measures, with the exception of those having investment relationship with each other; (3) where it is identical with the original name of another enterprise whose name has been changed less than one year; (4) where it is identical with the name of the enterprise which has been cancelled or whose business license has been revoked less than three years; or (5) other circumstances in violation of laws and administrative regulations. Article 32. An administrative organ for industry and commerce shall establish enterprise name approval and registration archives. Article 33. The formats for the Notice about Approval of Enterprise Name in Advance, Enterprise Name Modification Approval Notice, Enterprise Name Rejection Notice and the enterprise name approval registration form shall be formulated by the SAIC. Article 34. The names of the enterprises from a foreign country (region) shall be protected in accordance with relevant international conventions, agreements and treaties signed by our country. CHAPTER IV USE OF ENTERPRISE NAMES Article 35. Within the validity period of an enterprise name that has been approved in advance, it shall not be used for carrying out business activities, nor may it be transferred to any other person. An enterprise that intends to change its name shall not, before it is approved of the modification registration by the registration organ, use the enterprise name approved and changed in the Enterprise Name Modification Approval Notice for carrying out business activities, nor may it transfer it to any other person. Article 36. An enterprise shall give a clear indication of its name at its domicile. Article 37. The name used for the seal, bank account or letter paper of an enterprise shall be identical with the enterprise name in the business license. Article 38. The name used in the legal documents of an enterprise shall be identical with the enterprise name in the business license. Article 39. The uses of an enterprise name shall be in line with the principle of honesty and credibility. CHAPTER V SUPERVISION, ADMINISTRATION AND DISPUTE SETTLEMENT Article 40. The administrative organs for industry and commerce at various levels shall, according to law, supervise and administer the acts of using enterprise names by the enterprises within their respective jurisdiction. Article 41. When an already registered enterprise name is used, if the general public is cheated or misled, or if the lawful rights and interests of others are impaired, it shall be determined as inappropriate enterprise name and shall be rectified. Article 42. An enterprise may, due to a name dispute with others, file application to the administrative organ for industry and commerce or bring a suit in the people's court. Article 43. Where an enterprise requests the administrative organ for industry and commerce to settle the name dispute, it shall submit the following materials to the administrative organ for industry and commerce that approved the name of others: (1) an application; (2) qualification certification of the applicant; (3) evidential materials; and (4) other relevant materials. The application shall bear the signature of the applicant and shall specify the information of the applicant and respondent, the facts and reasons of the name dispute and claims, etc. Where an agent is entrusted to handle relevant matters, a letter of authorization and a qualification certification of the entrusted person shall be submitted as well. Article 44. The administrative organ for industry and commerce shall, after acceptance of the enterprise name dispute, make a settlement within 6 months according to the following procedures: (1) to investigate into and verify the registration of the enterprise names of the applicant and respondent; (2) to investigate into and check the materials submitted by the applicant and the relevant circumstances of the dispute; (3) to inform the respondent of the relevant circumstances of the name dispute and demand the respondent to submit written arguments to the disputed issue; and (4) to make a settlement according to the principle of protection of industrial property and relevant provisions on administration of enterprise name registration. CHAPTER VI SUPPLEMENTARY PROVISIONS Article 45. The following names that need to be registered at the administrative organ for industry and commerce may be handled by reference to the Provisions on Administration of Enterprise Name Registration and the present Measures: (1) a name of an enterprise group, whose composition shall be the administrative division + the identifier + the industrial sector + the word of "group"; (2) names of other organizations that need to be registered at administrative organs for industry and commerce according to provisions Article 46. The formats for the application for approval of enterprise name in advance and the enterprise name modification opinion shall be formulated by the SAIC, and the administrative organs for industry and commerce of all places shall print such documents according to the aforesaid formats. Article 47. The present Measures shall come into effect as of July 1, 2004. The Notice on the Relevant Issues Concerning the Implementation of the Provisions on Administration of Enterprise Name Registration (No.309 [1991]), the Supplementary Notice on the Relevant Issues of Implementation of the Provisions on Administration of Enterprise Name Registration No.283 [1992]) and the Notice on the Relevant Issues of Registration and Administration of Names of Foreign Investment Enterprises (No.152 [1993]) of the State Administration for Industry and Commerce shall be abolished simultaneously. Where the provisions of any other document of the SAIC regarding enterprise name are contradictory to the Provisions on Administration of Enterprise Name Registration, they shall be invalidated simultaneously. |
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