Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2016)

Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2016)

Order of the State Council of the People's Republic of China No.666

February 6, 2016

(Promulgated under the Order of the State Council of the People's Republic of China No.1 on June 3, 1988, revised under the Decision of the State Council on Repealing and Revising Certain Administrative Regulations promulgated on January 8, 2011 and revised for the second time under the Decision of the State Council on Repealing and Revising Certain Administrative Regulations promulgated on February 19, 2014 and revised under the Decision of the State Council on Revising Certain Administrative Regulations (order of the State Council No.666) issued on February 6, 2016)

Chapter I General Provisions

Article 1 In accordance with the relevant provisions of the General Principles of the Civil Law of the People's Republic of China, the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (hereinafter referred to as the "Regulations") are formulated with a view to establishing an administrative system for the registration of enterprise legal persons, confirming the legal person status of enterprises, safeguarding the legitimate rights and interests of enterprises, clamping down on illegal business operations, and maintaining social and economic order.

Article 2 Any of the following enterprises satisfying the legal person requirements shall go through registration in accordance with the Regulations:
1. state-owned enterprises;
2. enterprises under collective ownership;
3. associates;
4. Chinese-foreign equity joint ventures, Chinese-foreign cooperative joint ventures and wholly foreign-funded enterprises established within the territory of the People's Republic of China;
5. privately-owned enterprises; and
6. other enterprises required by the law to be registered as legal persons.

Article 3 Enterprises that apply to be registered as legal persons shall be given a Business License for an Enterprise Legal Person and granted the status of legal person when their applications for such registration have been examined and approved by the competent authorities in charge of the registration of enterprise legal persons, and their legitimate rights and interests shall be protected by the laws of the State.
Any enterprise which is required by the law to be registered as a legal person shall not engage in business activities without being approved and registered by the competent authorities in charge of the registration of enterprise legal persons.

Chapter II Competent Registration Authorities

Article 4 The competent authorities in charge of the registration of enterprise legal persons (hereinafter referred to as the "competent registration authorities") are the State Administration for Industry and Commerce and local administrative departments for industry and commerce at various levels. The competent registration authorities at various levels shall perform their functions in accordance with the law under the leadership of the competent registration authorities at a higher level and be free from unlawful interference.

Article 5 The registration of national corporations, enterprise groups and corporations engaging in import-export business which are established upon approval of the State Council or departments authorized by the State Council shall be examined and approved by the State Administration for Industry and Commerce. The registration of Chinese-foreign equity joint ventures, Chinese-foreign cooperative joint ventures and wholly foreign-funded enterprises shall be examined and approved by the State Administration for Industry and Commerce or by local administrative departments for industry and commerce authorized by the State Administration for Industry and Commerce.
The registration of subsidiary (or branch) companies of national corporations and enterprises, enterprise groups or companies engaging in import-export business which are established upon approval of the people's governments of provinces, autonomous regions or municipalities directly under the Central Government or departments authorized by them shall be examined and approved by the administrative departments for industry and commerce of the provinces, autonomous regions and municipalities directly under the Central Government.
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