Administrative Regulations of the People's Republic of China on Company Registration (Revised in 2016)
Administrative Regulations of the People's Republic of China on Company Registration (Revised in 2016)
Administrative Regulations of the People's Republic of China on Company Registration (Revised in 2016)
Order of the State Council of the People's Republic of China No.666
February 6, 2016
(Promulgated by Order of the State Council of the People's Republic of China No.156 on June 24, 1994; amended on December 18, 2005; revised and promulgated according to Decision of the State Council on Repealing and Revising Certain Administrative Regulations by the Order of the State Council of the People's Republic of China No.648 on February 19, 2014, and implemented from March 1, 2014; and amended by the Order of the State Council of the People's Republic of China No.666 on February 6, 2016)
Chapter I General Provisions
Article 1 The Administrative Regulations of the People's Republic of China on Company Registration (Revised in 2014) (hereinafter referred to as the "Regulations") are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") to confirm the enterprise legal person qualification of companies and regulate the company registration behaviors.
Article 2 In respect of the establishment, alteration or termination of limited liability companies and joint stock limited companies (hereinafter referred to as the "companies"), the registration of the companies shall be handled according to the Regulations.
Where an application is made for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.
Article 3 A company shall have the status of enterprise legal person after having registered at the company registration authority according to the law and acquired a Business License of Enterprise Legal Person.
A company established as of the effectiveness of the Regulations shall not engage in any business activity in the name of the company unless it is registered with the company registration organ.
Article 4 Industry and commerce administration authorities are the company registration organs.
The company registration organs at a lower level shall work under the leadership of the company registration organs at a higher level to make company registration.
Company registration organs shall perform their duties according to the law without any unlawful interference.
Article 5 The State Administration for Industry and Commerce shall govern the work of company registration of the entire nation.
Chapter II Jurisdiction on Registration
Article 6 The State Administration for Industry and Commerce shall be responsible for the registration of the following companies:
1. companies to which the supervision and administration institution of state-owned assets of the State Council performs the responsibilities as a capital contributor, and companies which are established with the investment of the aforesaid companies that hold more than 50% shares therein;
2. foreign-invested companies;
3. companies 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. other companies that shall be subject to the registration of the State Administration for Industry and Commerce according to the relevant provisions.
Article 7 The administration for industry and commerce of a province, autonomous region or municipality directly under the Central Government shall be responsible for the registration of the following companies within its jurisdiction:
1. companies to which the supervision and administration institution of state-owned assets of the people's government of a province, autonomous region, or municipality directly under the Central Government performs the responsibilities as a capital contributor, and companies which are established with the investment of the aforesaid companies that hold more than 50% shares therein;
2. companies which are established with the investment of a natural person, and are prescribed to register with the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;
3. companies subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government as prescribed by laws, administrative regulations or decisions of the State Council; and
4. other companies subject to the registration of an organ authorized by the State Administration for Industry and Commerce.
Article 8 The administration for industry and commerce of a districted (region) with districts 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 city with districts shall be responsible for the registration of the following companies within its jurisdiction:
1. companies other than the companies as prescribed in Articles 6 and 7 hereof; and
2. companies 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 on registration as prescribed in the preceding paragraph shall be formulated 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 city (region) with districts shall be responsible for the registration of joint stock limited companies.
Chapter III Items for Registration
Article 9 Items for company registration shall include:
1. name;
2. domicile
3. name of the legal representative;
4. registered capital;
5. type of enterprise;
6. business scope;
7. term for business operation; and
8. names of the shareholders of limited liability companies or names of the sponsors of joint stock limited companies.
Article 10 The items for company registration shall comply with the provisions of laws and administrative regulations. Company registration organs shall not register any company whose items for registration do not comply with the provisions of laws and administrative regulations.
Article 11 The name of a company shall conform to the relevant provisions of the State. A company shall only use one name. The name of a company which has been approved and registered by a company registration organ shall be protected by law.
Article 12 The domicile of a company shall be the place of the major office of the company. There must be only one domicile registered by the company registration organ. The domicile of the company shall be within the jurisdiction of its company registration organ.
Article 13 The registered capital of a company shall be expressed in CNY, unless otherwise provided for by laws and administrative regulations..
Article 14 Means of contribution by shareholders shall comply with the provisions of Article 27 of the Company Law, but no shareholder may make any capital contribution with capital by labor services, credit, name of a natural person, goodwill, franchise or properties to which any guarantee has been made.
Article 15 The business scope of a company shall be prescribed in the articles of association thereof, and shall be subject to registration according to the law.
The terminology applied in the business scope of a company shall refer to the standards for industrial categories of the national economy.
Article 16 Companies are classified into limited liability companies and joint stock limited companies.
In respect of a one-person limited liability company, the sole proprietorship of a natural person or legal person shall be indicated in the company registration and stated in the business license thereof.
Chapter IV Registration for Establishment
Article 17 In establishing a company, an application for the pre-approval of company name shall be filed.
Where laws, administrative regulations or decisions of the State Council provide that the establishment of a company must be reported for approval, or the business scope of a company contain items which are subject to pre-registration approval as prescribed by laws, administrative regulations or decisions of the State Council, the company shall go through the pre-approval of its company name before the establishment of the company is reported for approval, and the establishment of the company shall be reported for approval in the name approved by the company registration organ.
Article 18 In establishing a limited liability company, the representative designated or an agent jointly entrusted by all the shareholders shall file an application for the pre-approval of its name with the company registration organ; in establishing a joint stock limited company, the representative designated or an agent jointly entrusted by all the sponsors shall file an application for the pre-approval of its name with the company registration organ.
When applying for the pre-approval of company name, the following documents shall be provided:
1. an application for the pre-approval of the company name signed by all the shareholders of a limited liability company or by all the sponsors of a joint stock limited company;
2.
......
Order of the State Council of the People's Republic of China No.666
February 6, 2016
(Promulgated by Order of the State Council of the People's Republic of China No.156 on June 24, 1994; amended on December 18, 2005; revised and promulgated according to Decision of the State Council on Repealing and Revising Certain Administrative Regulations by the Order of the State Council of the People's Republic of China No.648 on February 19, 2014, and implemented from March 1, 2014; and amended by the Order of the State Council of the People's Republic of China No.666 on February 6, 2016)
Chapter I General Provisions
Article 1 The Administrative Regulations of the People's Republic of China on Company Registration (Revised in 2014) (hereinafter referred to as the "Regulations") are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") to confirm the enterprise legal person qualification of companies and regulate the company registration behaviors.
Article 2 In respect of the establishment, alteration or termination of limited liability companies and joint stock limited companies (hereinafter referred to as the "companies"), the registration of the companies shall be handled according to the Regulations.
Where an application is made for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.
Article 3 A company shall have the status of enterprise legal person after having registered at the company registration authority according to the law and acquired a Business License of Enterprise Legal Person.
A company established as of the effectiveness of the Regulations shall not engage in any business activity in the name of the company unless it is registered with the company registration organ.
Article 4 Industry and commerce administration authorities are the company registration organs.
The company registration organs at a lower level shall work under the leadership of the company registration organs at a higher level to make company registration.
Company registration organs shall perform their duties according to the law without any unlawful interference.
Article 5 The State Administration for Industry and Commerce shall govern the work of company registration of the entire nation.
Chapter II Jurisdiction on Registration
Article 6 The State Administration for Industry and Commerce shall be responsible for the registration of the following companies:
1. companies to which the supervision and administration institution of state-owned assets of the State Council performs the responsibilities as a capital contributor, and companies which are established with the investment of the aforesaid companies that hold more than 50% shares therein;
2. foreign-invested companies;
3. companies 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. other companies that shall be subject to the registration of the State Administration for Industry and Commerce according to the relevant provisions.
Article 7 The administration for industry and commerce of a province, autonomous region or municipality directly under the Central Government shall be responsible for the registration of the following companies within its jurisdiction:
1. companies to which the supervision and administration institution of state-owned assets of the people's government of a province, autonomous region, or municipality directly under the Central Government performs the responsibilities as a capital contributor, and companies which are established with the investment of the aforesaid companies that hold more than 50% shares therein;
2. companies which are established with the investment of a natural person, and are prescribed to register with the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;
3. companies subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government as prescribed by laws, administrative regulations or decisions of the State Council; and
4. other companies subject to the registration of an organ authorized by the State Administration for Industry and Commerce.
Article 8 The administration for industry and commerce of a districted (region) with districts 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 city with districts shall be responsible for the registration of the following companies within its jurisdiction:
1. companies other than the companies as prescribed in Articles 6 and 7 hereof; and
2. companies 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 on registration as prescribed in the preceding paragraph shall be formulated 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 city (region) with districts shall be responsible for the registration of joint stock limited companies.
Chapter III Items for Registration
Article 9 Items for company registration shall include:
1. name;
2. domicile
3. name of the legal representative;
4. registered capital;
5. type of enterprise;
6. business scope;
7. term for business operation; and
8. names of the shareholders of limited liability companies or names of the sponsors of joint stock limited companies.
Article 10 The items for company registration shall comply with the provisions of laws and administrative regulations. Company registration organs shall not register any company whose items for registration do not comply with the provisions of laws and administrative regulations.
Article 11 The name of a company shall conform to the relevant provisions of the State. A company shall only use one name. The name of a company which has been approved and registered by a company registration organ shall be protected by law.
Article 12 The domicile of a company shall be the place of the major office of the company. There must be only one domicile registered by the company registration organ. The domicile of the company shall be within the jurisdiction of its company registration organ.
Article 13 The registered capital of a company shall be expressed in CNY, unless otherwise provided for by laws and administrative regulations..
Article 14 Means of contribution by shareholders shall comply with the provisions of Article 27 of the Company Law, but no shareholder may make any capital contribution with capital by labor services, credit, name of a natural person, goodwill, franchise or properties to which any guarantee has been made.
Article 15 The business scope of a company shall be prescribed in the articles of association thereof, and shall be subject to registration according to the law.
The terminology applied in the business scope of a company shall refer to the standards for industrial categories of the national economy.
Article 16 Companies are classified into limited liability companies and joint stock limited companies.
In respect of a one-person limited liability company, the sole proprietorship of a natural person or legal person shall be indicated in the company registration and stated in the business license thereof.
Chapter IV Registration for Establishment
Article 17 In establishing a company, an application for the pre-approval of company name shall be filed.
Where laws, administrative regulations or decisions of the State Council provide that the establishment of a company must be reported for approval, or the business scope of a company contain items which are subject to pre-registration approval as prescribed by laws, administrative regulations or decisions of the State Council, the company shall go through the pre-approval of its company name before the establishment of the company is reported for approval, and the establishment of the company shall be reported for approval in the name approved by the company registration organ.
Article 18 In establishing a limited liability company, the representative designated or an agent jointly entrusted by all the shareholders shall file an application for the pre-approval of its name with the company registration organ; in establishing a joint stock limited company, the representative designated or an agent jointly entrusted by all the sponsors shall file an application for the pre-approval of its name with the company registration organ.
When applying for the pre-approval of company name, the following documents shall be provided:
1. an application for the pre-approval of the company name signed by all the shareholders of a limited liability company or by all the sponsors of a joint stock limited company;
2.
......