Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Market Entities
Order of the State Administration for Market Regulation No.52
March 1, 2022
Chapter I General Provisions
Article 1 The Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Market Entities (hereinafter referred to as the "Rules") are formulated in accordance with the Administrative Regulations of the People's Republic of China on the Registration of Market Entities (hereinafter referred to as the "Regulations") and other relevant laws and regulations.
Article 2 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 3 The State Administration for Market Regulation ("SAMR") is in charge of the unified administration of market entity registration nationwide, formulates systems and measures for the administration of market entity registration, promotes the full-process electronic registration, regulates registration behaviors, and guides local registration authorities to conduct registration administration in a lawful and orderly manner.
Administrations for market regulation at or above the county level shall be in charge of the administration of market entity registration within their jurisdictions, strengthen overall guidance and supervision and regulation of the administration of market entity registration within their jurisdictions, and improve registration administration.
The local offices of administrations for market regulation at the county level may undertake duties for the administration of the registration of market entities such as individual businesses in accordance with the law.
Registration authorities at all levels shall perform registration administration duties in accordance with the law, implement the national unified registration administration policies, documents, and normative requirements, use unified registration materials and document formats and provincial unified market entity registration administration systems, optimize the registration process, implement convenient methods such as online handling, improve the data security management system, and provide normative and standardized registration administration services.
Article 4 Provincial registration authorities shall be responsible for the administration of the registration of companies whose capital contributors are people's governments at or above the provincial level or the state-owned assets supervision and administration authorities authorized by them and companies which are established by the aforesaid companies with investment and no less than 50% equity or shares of which are held by the aforesaid companies. Local registration authorities at or above the prefecture level shall be responsible for the administration of the registration of companies limited by shares.
Except under the circumstances stipulated in the preceding paragraph, provincial administrations for market regulation shall make uniform provisions for the registration jurisdiction within their respective jurisdictions in accordance with the law; under certain circumstances, upper-level registration authorities may, in accordance with the law, assign part of the administration of market entity registration to lower-level registration authorities, or undertake part of the registration administration work of lower-level registration authorities.
The SAMR or the local administrations for market regulation authorized by it shall be responsible for the administration of the registration of foreign-invested enterprises.
Article 5 The SAMR shall strengthen informatization construction, unify registration administration rules, data standards, and platform service interfaces, and collect information on the administration of market entity registration nationwide.
Provincial administrations for market regulation shall be in charge of informatization construction for registration administration within their respective jurisdictions, establish unified market entity registration administration systems, collect information on market entity registration administration, standardize the market entity registration process, improve government services, strengthen information sharing and business collaboration among departments, and enhance the convenience of the administration of market entity registration.
Chapter II Registered Particulars
Article 6 A market entity shall register the following particulars by type in accordance with the law:
1. company: name, type, business scope, domicile, registered capital, name of legal representative, and names of shareholders of a limited liability company or sponsors of a company limited by shares.
2. unincorporated enterprise legal person: name, type, business scope, domicile, capital contribution, name of the legal representative, and names of capital contributors (competent authorities).
3. sole proprietorship enterprise: name, type, business scope, domicile, capital contribution, and name and residence of the investor.
4. partnership: name, type, business scope, main premises, capital contribution, name of the executive partner, names and domiciles of the partners, and how they bear responsibility. If the executive partner is a legal person or any other organization, registered particulars shall also include the name of the representative appointed by it.
5. specialized farmers' cooperative (association): name, type, business scope, domicile, capital contribution, and name of the legal representative.
6. branch: name, type, business scope, premises, and name of the person in charge.
7. individual business: form of composition, business scope, premises, and name and domicile of the operator. If an individual business uses a name, registered particulars shall also include the name.
8. other particulars as provided by laws and administrative regulations.
Article 7 A market entity shall file the following particulars for record by type in accordance with the law:
1. company: articles of association, operation period, capital contributions subscribed for by the shareholders of a limited liability company or sponsors of a company limited by shares, directors, supervisors, senior officers, the liaison officer for registration, and the recipient on whom legal documents of a foreign-invested company are to be served.
2. unincorporated enterprise legal person: articles of association, operation period, and the liaison officer for registration.
3. sole proprietorship enterprise: the liaison officer for registration.
4. partnership: partnership agreement, partnership period, amounts, payment term, and contribution mode in respect of capital contributions subscribed for or actually paid by partners, the liaison officer for registration, and the recipient on whom legal documents of a foreign-invested partnership are to be served.
5. specialized farmers' cooperative (association): articles of association, members, and the liaison officer for registration.
6. branch: liaison officer for registration.
7. individual business: names of family members participating in the operation and liaison officer for registration.
8. relevant information on beneficial owners of a company, partnership, or any other market entity.
9. other particulars as provided by laws and administrative regulations.
The above-mentioned filed particulars shall be collected by the registration authority together with the information collected during the registration of establishment.
The information management system for beneficial owners shall be separately formulated by the People's Bank of China in concert with the SAMR.
Article 8 The name of a market entity shall be declared independently by the applicant in accordance with the law.
Article 9 An applicant shall apply for the registration of the following types of market entities in accordance with the law:
1. a limited liability company or company limited by shares;
2. an enterprise owned by the whole people, collectively-owned enterprise, or associate;
3. a sole proprietorship enterprise;
4. a general partnership (including special general partnership) or limited partnership;
5. a specialized farmers' cooperative or association of specialized farmers' cooperatives; and
6. an individual businesses operated by individuals or families.
A branch shall indicate the branch company or corresponding branch according to the type of market entity to which it belongs.
Article 10 An applicant shall, according to the type of market entity and in accordance with the law, handle registration with the registration authority having registration jurisdiction at the place where the applicant's domicile (main premises or premises) is located.
Article 11 An applicant applying for the registration of the legal representative or executive partner (including the delegate) of a market entity shall meet the articles of association or agreement.
Where the partnership agreement fails to stipulate or all partners fail to decide to appoint the executive partner, the applicant shall register partners other than limited partners as executive partners.
Article 12 An applicant shall, according to the catalog of normative business scope issued by the SAMR, select at its discretion general business items and licensed business items based on the major industry or business characteristics of the market entity to apply for the registration of business scope.
Article 13 The registered capital (capital contribution) of the market entity under the registration application of an applicant shall conform to the articles of association or agreement.
The registered capital (capital contribution) of a market entity is expressed in RMB. The registered capital (capital contribution) of a foreign-invested enterprise may be expressed in a freely convertible currency.
Where capital contribution is made with equities or claims of a domestic company in accordance with the law, ownership shall be clear and capabilities shall be complete; such equities or claims may be assessed and transferred in accordance with the law and shall comply with the provisions of the articles of association.
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Order of the State Administration for Market Regulation No.52
March 1, 2022
Chapter I General Provisions
Article 1 The Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Market Entities (hereinafter referred to as the "Rules") are formulated in accordance with the Administrative Regulations of the People's Republic of China on the Registration of Market Entities (hereinafter referred to as the "Regulations") and other relevant laws and regulations.
Article 2 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 3 The State Administration for Market Regulation ("SAMR") is in charge of the unified administration of market entity registration nationwide, formulates systems and measures for the administration of market entity registration, promotes the full-process electronic registration, regulates registration behaviors, and guides local registration authorities to conduct registration administration in a lawful and orderly manner.
Administrations for market regulation at or above the county level shall be in charge of the administration of market entity registration within their jurisdictions, strengthen overall guidance and supervision and regulation of the administration of market entity registration within their jurisdictions, and improve registration administration.
The local offices of administrations for market regulation at the county level may undertake duties for the administration of the registration of market entities such as individual businesses in accordance with the law.
Registration authorities at all levels shall perform registration administration duties in accordance with the law, implement the national unified registration administration policies, documents, and normative requirements, use unified registration materials and document formats and provincial unified market entity registration administration systems, optimize the registration process, implement convenient methods such as online handling, improve the data security management system, and provide normative and standardized registration administration services.
Article 4 Provincial registration authorities shall be responsible for the administration of the registration of companies whose capital contributors are people's governments at or above the provincial level or the state-owned assets supervision and administration authorities authorized by them and companies which are established by the aforesaid companies with investment and no less than 50% equity or shares of which are held by the aforesaid companies. Local registration authorities at or above the prefecture level shall be responsible for the administration of the registration of companies limited by shares.
Except under the circumstances stipulated in the preceding paragraph, provincial administrations for market regulation shall make uniform provisions for the registration jurisdiction within their respective jurisdictions in accordance with the law; under certain circumstances, upper-level registration authorities may, in accordance with the law, assign part of the administration of market entity registration to lower-level registration authorities, or undertake part of the registration administration work of lower-level registration authorities.
The SAMR or the local administrations for market regulation authorized by it shall be responsible for the administration of the registration of foreign-invested enterprises.
Article 5 The SAMR shall strengthen informatization construction, unify registration administration rules, data standards, and platform service interfaces, and collect information on the administration of market entity registration nationwide.
Provincial administrations for market regulation shall be in charge of informatization construction for registration administration within their respective jurisdictions, establish unified market entity registration administration systems, collect information on market entity registration administration, standardize the market entity registration process, improve government services, strengthen information sharing and business collaboration among departments, and enhance the convenience of the administration of market entity registration.
Chapter II Registered Particulars
Article 6 A market entity shall register the following particulars by type in accordance with the law:
1. company: name, type, business scope, domicile, registered capital, name of legal representative, and names of shareholders of a limited liability company or sponsors of a company limited by shares.
2. unincorporated enterprise legal person: name, type, business scope, domicile, capital contribution, name of the legal representative, and names of capital contributors (competent authorities).
3. sole proprietorship enterprise: name, type, business scope, domicile, capital contribution, and name and residence of the investor.
4. partnership: name, type, business scope, main premises, capital contribution, name of the executive partner, names and domiciles of the partners, and how they bear responsibility. If the executive partner is a legal person or any other organization, registered particulars shall also include the name of the representative appointed by it.
5. specialized farmers' cooperative (association): name, type, business scope, domicile, capital contribution, and name of the legal representative.
6. branch: name, type, business scope, premises, and name of the person in charge.
7. individual business: form of composition, business scope, premises, and name and domicile of the operator. If an individual business uses a name, registered particulars shall also include the name.
8. other particulars as provided by laws and administrative regulations.
Article 7 A market entity shall file the following particulars for record by type in accordance with the law:
1. company: articles of association, operation period, capital contributions subscribed for by the shareholders of a limited liability company or sponsors of a company limited by shares, directors, supervisors, senior officers, the liaison officer for registration, and the recipient on whom legal documents of a foreign-invested company are to be served.
2. unincorporated enterprise legal person: articles of association, operation period, and the liaison officer for registration.
3. sole proprietorship enterprise: the liaison officer for registration.
4. partnership: partnership agreement, partnership period, amounts, payment term, and contribution mode in respect of capital contributions subscribed for or actually paid by partners, the liaison officer for registration, and the recipient on whom legal documents of a foreign-invested partnership are to be served.
5. specialized farmers' cooperative (association): articles of association, members, and the liaison officer for registration.
6. branch: liaison officer for registration.
7. individual business: names of family members participating in the operation and liaison officer for registration.
8. relevant information on beneficial owners of a company, partnership, or any other market entity.
9. other particulars as provided by laws and administrative regulations.
The above-mentioned filed particulars shall be collected by the registration authority together with the information collected during the registration of establishment.
The information management system for beneficial owners shall be separately formulated by the People's Bank of China in concert with the SAMR.
Article 8 The name of a market entity shall be declared independently by the applicant in accordance with the law.
Article 9 An applicant shall apply for the registration of the following types of market entities in accordance with the law:
1. a limited liability company or company limited by shares;
2. an enterprise owned by the whole people, collectively-owned enterprise, or associate;
3. a sole proprietorship enterprise;
4. a general partnership (including special general partnership) or limited partnership;
5. a specialized farmers' cooperative or association of specialized farmers' cooperatives; and
6. an individual businesses operated by individuals or families.
A branch shall indicate the branch company or corresponding branch according to the type of market entity to which it belongs.
Article 10 An applicant shall, according to the type of market entity and in accordance with the law, handle registration with the registration authority having registration jurisdiction at the place where the applicant's domicile (main premises or premises) is located.
Article 11 An applicant applying for the registration of the legal representative or executive partner (including the delegate) of a market entity shall meet the articles of association or agreement.
Where the partnership agreement fails to stipulate or all partners fail to decide to appoint the executive partner, the applicant shall register partners other than limited partners as executive partners.
Article 12 An applicant shall, according to the catalog of normative business scope issued by the SAMR, select at its discretion general business items and licensed business items based on the major industry or business characteristics of the market entity to apply for the registration of business scope.
Article 13 The registered capital (capital contribution) of the market entity under the registration application of an applicant shall conform to the articles of association or agreement.
The registered capital (capital contribution) of a market entity is expressed in RMB. The registered capital (capital contribution) of a foreign-invested enterprise may be expressed in a freely convertible currency.
Where capital contribution is made with equities or claims of a domestic company in accordance with the law, ownership shall be clear and capabilities shall be complete; such equities or claims may be assessed and transferred in accordance with the law and shall comply with the provisions of the articles of association.
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