Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Order of the State Council of the People's Republic of China No.746
July 27, 2021
The Administrative Regulations of the People's Republic of China on the Registration of Market Entities, adopted at the 131st executive meeting of the State Council on April 14, 2021, are hereby promulgated for implementation as of March 1, 2022.
Li Keqiang, Prime Minister
Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Chapter I General Provisions
Article 1 The Regulations are formulated in order to regulate the administration of market entity registration, promote the construction of a legalized market, maintain a good market order and the legitimate rights and interests of market entities, and optimize the business environment.
Article 2 For the purpose of the Regulations, market entities refer to the following natural persons, legal persons and unincorporated organizations who/that engage in business activities for profit within the territory of the People’s Republic of China:
1. companies, unincorporated enterprise legal persons and their branches;
2. sole proprietorship enterprises, partnerships and their branches;
3. specialized farmers' cooperatives and their branches;
4. individual businesses;
5. branches of foreign companies; and
6. other market entities as prescribed by laws and administrative regulations.
Article 3 Market entities shall be registered in accordance with the Regulations. No market entity not registered may engage in business activities in the name of a market entity, except for those that do not need to be registered as prescribed by laws and administrative regulations.
Market entity registration includes registration of establishment, amendment of registered particulars and deregistration.
Article 4 The administration of market entity registration shall follow the principles of compliance with laws and regulations, standardization and uniformity, openness and transparency, and convenience and efficiency.
Article 5 The market regulatory department under the State Council is in charge of the administration of market entity registration nationwide.
The market regulatory departments of local people's governments at or above the county level shall be in charge of the administration of market entity registration within their jurisdictions, and strengthen overall guidance and supervision and administration.
Article 6 The market regulatory department under the State Council shall strengthen informatization construction and formulate unified market entity registration data and system construction specifications.
Departments of local people’s governments at or above the county level undertaking market entity registration ("registration authorities") shall optimize the procedures for market entity registration, improve the efficiency of market entity registration, and implement systems such as handling on the spot, at one time and within specified time limits, to achieve centralized handling, nearby handling, online handling, and cross-regional handling and enhance the convenience of market entity registration.
Article 7 The market regulatory department under the State Council and relevant departments under the State Council shall promote the sharing and use of market entity registration information and other government information to improve government service efficiency.
Chapter II Items for Registration
Article 8 The general registration items of a market entity shall include:
1. name;
2. entity type;
3. business scope;
4. domicile or main premise;
5. registered capital or contribution amount; and
6. name of legal representative, executive partner or person in charge.
In addition to those specified in the preceding paragraph, the following items shall be registered according to the type of market entity:
1. names of shareholders of a limited liability company, sponsors of a company limited by shares, or capital contributors of an unincorporated enterprise legal person;
2. name and residence of the investor of a sole proprietorship enterprise;
3. names and domiciles of the partners of a partnership and how they bear responsibility;
4. name, domicile, and premise of the operator of an individual business; and
5. other items as provided by laws and administrative regulations.
Article 9 The following items of a market entity shall be filed with the registration authority:
1. articles of association or partnership agreement;
2. operation period or partnership period;
3. amounts of capital contributions subscribed for by the shareholders of a limited liability company or sponsors of a company limited by shares, amounts, payment term and contribution mode in respect of capital contributions subscribed for or actually paid by the partners of a partnership;
4. directors, supervisors and senior management of a company;
5. members of a specialized farmers' cooperative;
6. names of the family members of an individual business participating in the operation thereof;
7. liaison officer for market entity registration, and recipient to whom legal documents of a foreign-invested enterprise are to be served;
8. relevant information of beneficial owners of a company, partnerships or other market entity; and
9. other items as provided by laws and administrative regulations.
Article 10 A market entity may only have one registered name, and such registered name is protected by law.
The name of the market entity shall be declared independently by the applicant in accordance with the law.
Article 11 A market entity may only have one registered domicile or main premises.
A natural person operator on an e-commerce platform may use the online premises provided by the e-commerce platform as its premises in accordance with relevant provisions of the state.
The people's governments of provinces, autonomous regions, and municipalities directly under the Central Government may, in accordance with the relevant laws and administrative regulations and in light of the actual conditions of their regions, voluntarily develop or authorize lower-level people's governments to develop specific provisions on domiciles or main premises that will better facilitate market entities to engage in business activities.
Article 12 A person may not act as the legal representative of a company or an incorporated enterprise legal person if he/she:
1.
......
Order of the State Council of the People's Republic of China No.746
July 27, 2021
The Administrative Regulations of the People's Republic of China on the Registration of Market Entities, adopted at the 131st executive meeting of the State Council on April 14, 2021, are hereby promulgated for implementation as of March 1, 2022.
Li Keqiang, Prime Minister
Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Chapter I General Provisions
Article 1 The Regulations are formulated in order to regulate the administration of market entity registration, promote the construction of a legalized market, maintain a good market order and the legitimate rights and interests of market entities, and optimize the business environment.
Article 2 For the purpose of the Regulations, market entities refer to the following natural persons, legal persons and unincorporated organizations who/that engage in business activities for profit within the territory of the People’s Republic of China:
1. companies, unincorporated enterprise legal persons and their branches;
2. sole proprietorship enterprises, partnerships and their branches;
3. specialized farmers' cooperatives and their branches;
4. individual businesses;
5. branches of foreign companies; and
6. other market entities as prescribed by laws and administrative regulations.
Article 3 Market entities shall be registered in accordance with the Regulations. No market entity not registered may engage in business activities in the name of a market entity, except for those that do not need to be registered as prescribed by laws and administrative regulations.
Market entity registration includes registration of establishment, amendment of registered particulars and deregistration.
Article 4 The administration of market entity registration shall follow the principles of compliance with laws and regulations, standardization and uniformity, openness and transparency, and convenience and efficiency.
Article 5 The market regulatory department under the State Council is in charge of the administration of market entity registration nationwide.
The market regulatory departments of local people's governments at or above the county level shall be in charge of the administration of market entity registration within their jurisdictions, and strengthen overall guidance and supervision and administration.
Article 6 The market regulatory department under the State Council shall strengthen informatization construction and formulate unified market entity registration data and system construction specifications.
Departments of local people’s governments at or above the county level undertaking market entity registration ("registration authorities") shall optimize the procedures for market entity registration, improve the efficiency of market entity registration, and implement systems such as handling on the spot, at one time and within specified time limits, to achieve centralized handling, nearby handling, online handling, and cross-regional handling and enhance the convenience of market entity registration.
Article 7 The market regulatory department under the State Council and relevant departments under the State Council shall promote the sharing and use of market entity registration information and other government information to improve government service efficiency.
Chapter II Items for Registration
Article 8 The general registration items of a market entity shall include:
1. name;
2. entity type;
3. business scope;
4. domicile or main premise;
5. registered capital or contribution amount; and
6. name of legal representative, executive partner or person in charge.
In addition to those specified in the preceding paragraph, the following items shall be registered according to the type of market entity:
1. names of shareholders of a limited liability company, sponsors of a company limited by shares, or capital contributors of an unincorporated enterprise legal person;
2. name and residence of the investor of a sole proprietorship enterprise;
3. names and domiciles of the partners of a partnership and how they bear responsibility;
4. name, domicile, and premise of the operator of an individual business; and
5. other items as provided by laws and administrative regulations.
Article 9 The following items of a market entity shall be filed with the registration authority:
1. articles of association or partnership agreement;
2. operation period or partnership period;
3. amounts of capital contributions subscribed for by the shareholders of a limited liability company or sponsors of a company limited by shares, amounts, payment term and contribution mode in respect of capital contributions subscribed for or actually paid by the partners of a partnership;
4. directors, supervisors and senior management of a company;
5. members of a specialized farmers' cooperative;
6. names of the family members of an individual business participating in the operation thereof;
7. liaison officer for market entity registration, and recipient to whom legal documents of a foreign-invested enterprise are to be served;
8. relevant information of beneficial owners of a company, partnerships or other market entity; and
9. other items as provided by laws and administrative regulations.
Article 10 A market entity may only have one registered name, and such registered name is protected by law.
The name of the market entity shall be declared independently by the applicant in accordance with the law.
Article 11 A market entity may only have one registered domicile or main premises.
A natural person operator on an e-commerce platform may use the online premises provided by the e-commerce platform as its premises in accordance with relevant provisions of the state.
The people's governments of provinces, autonomous regions, and municipalities directly under the Central Government may, in accordance with the relevant laws and administrative regulations and in light of the actual conditions of their regions, voluntarily develop or authorize lower-level people's governments to develop specific provisions on domiciles or main premises that will better facilitate market entities to engage in business activities.
Article 12 A person may not act as the legal representative of a company or an incorporated enterprise legal person if he/she:
1.
......