Detailed Rules for the Implementation of the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2019)
Detailed Rules for the Implementation of the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2019)
Detailed Rules for the Implementation of the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2019)
Order of the State Administration for Market Regulation No.14
August 8, 2019
(Promulgated under Order No. 1 of the State Administration for Industry and Commerce ("SAIC") on November 3, 1988; revised for the first time under Order No. 66 of the SAIC on December 25, 1996; revised for the second time under Order No. 96 of the SAIC on December 1, 2000; revised for the third time under Order No. 58 of the SAIC on December 12, 2011; revised for the fourth time under Order No. 63 of the SAIC on February 20, 2014; revised for the fifth time under Order No. 86 of the SAIC on April 29, 2016: and revised for the sixth time under Order No. 92 of the SAIC on October 27, 2017; and revised for the seventh time under Order of the State Administration for Market Regulation No. 14 on August 8, 2019)
Article 1 These Detailed Rules are formulated in accordance with the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (the "Regulations").
Scope of Registration
Article 2 Enterprises owned by the whole people, collectively-owned enterprises, jointly-operated enterprises, foreign-funded enterprises established within the territory of China (including Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and wholly foreign-funded enterprises), and other enterprises that meet the criteria for legal person status shall apply for legal person enterprise registration in accordance with the laws and regulations of the State and the relevant provisions of these Detailed Rules.
Article 3 Public institutions that engage in business operation as enterprises without funds allocated by the State and scientific and technological social organizations engaged in business activities that meet the criteria for legal person status shall apply for legal person enterprise registration.
Article 4 The following enterprises and business entities that do not meet the criteria for legal person status shall apply for business registration:
1. jointly-operated enterprises,
2. branches affiliated to enterprise legal persons,
3. branches established by foreign-funded enterprises, and
4. other entities engaged in business activities.
Article 5 Enterprises and business entities that are required to register by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government shall apply for registration in accordance with the relevant provisions of the Regulations and these Detailed Rules.
Competent Registration Authorities
Article 6 The administrative authorities for market regulation are the competent authorities in charge of legal person enterprise registration and business registration. Competent registration authorities shall independently exercise their powers in accordance with the law and apply the principle of hierarchical registration for administration.
Foreign-funded enterprises shall register with the State Administration for Market Regulation (SAMR) or with its authorized agencies.
A superior registration authority may correct decisions made by an inferior competent registration authority in violation of laws, regulations and policies of the State.
Article 7 The SAMR shall be responsible for administering the registration of the following enterprises:
1. nationwide companies and large enterprises established with the approval of the State Council and those established by departments of the State Council or by science and technology organizations upon examination and approval of the centralized management authority for the particular industry; and
2. companies engaged in the business of import and export, export of labor services or overseas contracted engineering that have been established by departments of the State Council upon examination and approval of a department authorized by the State Council.
Article 8 The administrative authorities for market regulation of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for administering the registration of the following enterprises:
1. companies and enterprises established with the approval of the people's government of the province, autonomous region or municipality directly under the Central Government and those established by government agencies and science and technology organizations upon examination and approval of the centralized management authority for the particular industry;
2. companies engaged in the business of import and export, export of labor services or overseas contracted engineering that have been established by government agencies upon examination and approval of a department authorized by the people's government of the relevant province, autonomous region or municipality directly under the Central Government; and
3. enterprises or branches converted into legal persons upon approval of the SAMR in accordance with the relevant provisions.
Article 9 The administrative authorities for market regulation of cities, counties or districts ("districts at and above the county level", hereinafter the same) shall be responsible for administering the registration of enterprises other than those listed in Articles 7 and 8.
Article 10 Local administrative authorities for market regulation authorized by the SAMR shall be responsible for administering the registration of foreign-funded enterprises as follows:
1. administrative authorities for market regulation of provinces, autonomous regions and municipalities directly under the Central Government authorized by the SAMR shall be responsible for administering the registration of foreign-funded enterprises approved by the people's government of the province, autonomous region or municipality directly under the Central Government or by an agency authorized by such government; and
2. administrative authorities for market regulation at the city level authorized by the SAMR shall be responsible for administering the registration of foreign-funded enterprises approved by the people's government of the relevant city or by an agency authorized by the government.
Article 11 The SAMR and the administrative authorities for market regulation of provinces, autonomous regions and municipalities directly under the Central Government shall submit the materials of enterprises approved for registration to the administrative authorities for market regulation of cities, counties or districts at the place where the enterprises are located.
Article 12 Competent registration authorities at all levels may provide consultation services for such entities as government organs, enterprises and institutions and social organizations as well as individuals based on registration files, statistical data and basic information relating to registration.
Registration Criteria
Article 13 Any entity that applies for enterprise legal person registration shall meet the following criteria (the criteria for foreign-funded enterprises will be provided for otherwise):
1. its name and articles of association are in compliance with the relevant regulations;
2. it manages property granted by the State or owns property and is capable of independently bearing civil liability to the extent of its property;
3. it has established a management department, a finance department and a labor union commensurate with its scale of production and operation as well as other departments required by law or by its articles of association;
4. it has a necessary place of business and facilities commensurate with its scope of business;
5. it has employees commensurate with its scope of production and operation and business, including at least eight full-time employees;
6. it has set up a sound finance and accounting system, is able to conduct independent accounting, is totally self-sustainable, and can independently prepare balance sheets or statements of assets and liabilities;
7. it has a prescribed amount of registered capital commensurate with its scope of business. Where other special provisions require the amount of registered capital, such provisions shall prevail;
8. its scope of business complies with the relevant laws, regulations and policies of the State; and
9. it meets any other criteria specified in laws and regulations.
Article 14 A foreign-funded enterprise that applies to be registered as a legal person enterprise shall meet the following criteria:
1.
......
Order of the State Administration for Market Regulation No.14
August 8, 2019
(Promulgated under Order No. 1 of the State Administration for Industry and Commerce ("SAIC") on November 3, 1988; revised for the first time under Order No. 66 of the SAIC on December 25, 1996; revised for the second time under Order No. 96 of the SAIC on December 1, 2000; revised for the third time under Order No. 58 of the SAIC on December 12, 2011; revised for the fourth time under Order No. 63 of the SAIC on February 20, 2014; revised for the fifth time under Order No. 86 of the SAIC on April 29, 2016: and revised for the sixth time under Order No. 92 of the SAIC on October 27, 2017; and revised for the seventh time under Order of the State Administration for Market Regulation No. 14 on August 8, 2019)
Article 1 These Detailed Rules are formulated in accordance with the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (the "Regulations").
Scope of Registration
Article 2 Enterprises owned by the whole people, collectively-owned enterprises, jointly-operated enterprises, foreign-funded enterprises established within the territory of China (including Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and wholly foreign-funded enterprises), and other enterprises that meet the criteria for legal person status shall apply for legal person enterprise registration in accordance with the laws and regulations of the State and the relevant provisions of these Detailed Rules.
Article 3 Public institutions that engage in business operation as enterprises without funds allocated by the State and scientific and technological social organizations engaged in business activities that meet the criteria for legal person status shall apply for legal person enterprise registration.
Article 4 The following enterprises and business entities that do not meet the criteria for legal person status shall apply for business registration:
1. jointly-operated enterprises,
2. branches affiliated to enterprise legal persons,
3. branches established by foreign-funded enterprises, and
4. other entities engaged in business activities.
Article 5 Enterprises and business entities that are required to register by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government shall apply for registration in accordance with the relevant provisions of the Regulations and these Detailed Rules.
Competent Registration Authorities
Article 6 The administrative authorities for market regulation are the competent authorities in charge of legal person enterprise registration and business registration. Competent registration authorities shall independently exercise their powers in accordance with the law and apply the principle of hierarchical registration for administration.
Foreign-funded enterprises shall register with the State Administration for Market Regulation (SAMR) or with its authorized agencies.
A superior registration authority may correct decisions made by an inferior competent registration authority in violation of laws, regulations and policies of the State.
Article 7 The SAMR shall be responsible for administering the registration of the following enterprises:
1. nationwide companies and large enterprises established with the approval of the State Council and those established by departments of the State Council or by science and technology organizations upon examination and approval of the centralized management authority for the particular industry; and
2. companies engaged in the business of import and export, export of labor services or overseas contracted engineering that have been established by departments of the State Council upon examination and approval of a department authorized by the State Council.
Article 8 The administrative authorities for market regulation of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for administering the registration of the following enterprises:
1. companies and enterprises established with the approval of the people's government of the province, autonomous region or municipality directly under the Central Government and those established by government agencies and science and technology organizations upon examination and approval of the centralized management authority for the particular industry;
2. companies engaged in the business of import and export, export of labor services or overseas contracted engineering that have been established by government agencies upon examination and approval of a department authorized by the people's government of the relevant province, autonomous region or municipality directly under the Central Government; and
3. enterprises or branches converted into legal persons upon approval of the SAMR in accordance with the relevant provisions.
Article 9 The administrative authorities for market regulation of cities, counties or districts ("districts at and above the county level", hereinafter the same) shall be responsible for administering the registration of enterprises other than those listed in Articles 7 and 8.
Article 10 Local administrative authorities for market regulation authorized by the SAMR shall be responsible for administering the registration of foreign-funded enterprises as follows:
1. administrative authorities for market regulation of provinces, autonomous regions and municipalities directly under the Central Government authorized by the SAMR shall be responsible for administering the registration of foreign-funded enterprises approved by the people's government of the province, autonomous region or municipality directly under the Central Government or by an agency authorized by such government; and
2. administrative authorities for market regulation at the city level authorized by the SAMR shall be responsible for administering the registration of foreign-funded enterprises approved by the people's government of the relevant city or by an agency authorized by the government.
Article 11 The SAMR and the administrative authorities for market regulation of provinces, autonomous regions and municipalities directly under the Central Government shall submit the materials of enterprises approved for registration to the administrative authorities for market regulation of cities, counties or districts at the place where the enterprises are located.
Article 12 Competent registration authorities at all levels may provide consultation services for such entities as government organs, enterprises and institutions and social organizations as well as individuals based on registration files, statistical data and basic information relating to registration.
Registration Criteria
Article 13 Any entity that applies for enterprise legal person registration shall meet the following criteria (the criteria for foreign-funded enterprises will be provided for otherwise):
1. its name and articles of association are in compliance with the relevant regulations;
2. it manages property granted by the State or owns property and is capable of independently bearing civil liability to the extent of its property;
3. it has established a management department, a finance department and a labor union commensurate with its scale of production and operation as well as other departments required by law or by its articles of association;
4. it has a necessary place of business and facilities commensurate with its scope of business;
5. it has employees commensurate with its scope of production and operation and business, including at least eight full-time employees;
6. it has set up a sound finance and accounting system, is able to conduct independent accounting, is totally self-sustainable, and can independently prepare balance sheets or statements of assets and liabilities;
7. it has a prescribed amount of registered capital commensurate with its scope of business. Where other special provisions require the amount of registered capital, such provisions shall prevail;
8. its scope of business complies with the relevant laws, regulations and policies of the State; and
9. it meets any other criteria specified in laws and regulations.
Article 14 A foreign-funded enterprise that applies to be registered as a legal person enterprise shall meet the following criteria:
1.
......