公司登記管理?xiàng)l例英文版本.doc

Regulations of the Peoples Republic of China on the Administration of Company Registration (Amended in 2005)No.451 2005 Order of the State Council December 18,2005(Promulgated by Order No. 156 of the State Council of the Peoples Republic of China on June 24, 1994 and amended according to the Decision of the State Council on Amending the Regulations of the Peoples Republic of China for the Administration on Company Registration on December 18, 2005)Chapter I General ProvisionsArticle 1 For the purpose of confirming the enterprise legal person qualification of companies and regulating the company registration behaviors, the present regulations have been formulated according to the Company Law of the Peoples Republic of China (hereinafter referred to as the Company Law).Article 2 As to 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 should be transacted according to the present regulations.As to an application for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.Article 3 Only after the registration at the company registration organs according to law and the acquirement of a Business License of an Enterprise Legal Person, can a company acquire the qualification of an enterprise legal person.A company, which is established as of the present Regulations go into effect, shall not engage in any business activity in the name of the company unless it is registered at the company registration organ.Article 4 Administrations for industry and commerce shall be 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.Company registration organs shall perform their duties according to laws and free from any unlawful interference.Article 5 The State Administration for Industry and Commerce shall be in charge of the work of company registration in the whole country.Chapter II Jurisdiction on RegistrationArticle 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 is established with the investment of the aforesaid companies that hold more than 50% shares therein; (2) Foreign-funded 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 peoples government of a province, autonomous region, or municipality directly under the Central Government performs the responsibilities as a capital contributor, and companies which is 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 at the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;(3) Companies, prescribed by the laws, administrative regulations and decisions of the State Council, subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government; 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 city (region) 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 districted city 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 of the present Regulations; 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 districted city (region) shall be responsible for the registration of joint stock limited companies.Chapter III Items for RegistrationArticle 9 Items for company registration shall include:(1) Name;(2) Domicile(3) Name of the legal representative;(4) Registered capital;(5) Paid-in capital(6) Type of enterprise;(7) Business scope;(8) Term for business operation; and(9) Names of the shareholders of limited liability companies or names of initiators of joint stock limited companies as well as the amount, time and form of contributions as subscribed and actually paid.Article 10 The items for company registration shall accord with the provisions of laws and administrative regulations. Company registration organs shall refuse to register any company whose items for registration do not accord 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 an company registration organ 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 and paid-in capital of a company shall be expressed in RMB, except for otherwise provisions by laws and administrative regulations. Article 14 Means of contribution by shareholders shall comply with the provisions of Article 27 of the Company Law. As for shareholders who contribute with property other than currency, in-kind, intellectual property or land use right, the registration measures thereof shall be formulated by the State Administration for Industry and Commerce in collaboration with the relevant departments of the State Council.No shareholder may make any contribution with capital that evaluated from labor, 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 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 The companies are classified into limited liability companies and joint stock limited companies.As to a one-person limited liability company, the sole-investor nature of the natural person or legal person shall be indicated in the registration documents of the company and in the business license thereof as well.Chapter IV Registration for EstablishmentArticle 17 As to the establishment of a company, an application for the in advance approval of its name shall be filed. .As for the establishments of companies which need to be reported for examination and approval according to laws or administrative regulations or the decisions of the State Council, or whose scopes of business, items of which fall within the ones needed to be examined and approved before registration according to laws or administrative regulations or decisions of the State Council, an application shall be filed for the in advance approval of their names before they are submitted for approval in the company name approved by the company registration organs.Article 18 As to the establishment of a limited liability company, the representative designated or an agent jointly consigned by all the shareholders shall file an application for the in advance approval of its name with the company registration organ; as to the establishment of a joint stock limited company, the representative designated or an agent jointly consigned by all the initiators shall file an application for the in advance approval of its name with the company registration organ.When applying for the in advance approval of a company name, the following documents shall be provided:(1) An application for the in advance approval of the company name signed by all the shareholders of a limited liability company or by all the initiators of a joint stock limited company; (2) The certificates for the designation of the representative and the joint consignation of the attorney by all the shareholders or initiators; and(3) Other documents as required for submission by the provisions of the State Administration for Industry and Commerce.Article 19 The reservation period of a approved company name in advance shall be six months, within which the approved name in advance may not be used to engage in business operation or transferred.Article 20 As to the establishment of a limited liability company, the representative designated or an agent jointly commissioned by all the shareholders shall file an application for registration with the company registration organ. As to the establishment of a company wholly owned by the State, the state-owned assets supervision and administration organ authorized by the State council or the local peoples government of the same level shall act as an applicant and file an application for registration. As for a limited liability company which is subject to the examination and approval according to laws or administrative regulations, an application shall be filed for establishment registration within 90 days as of the day of approval. If the application for establishment registration is filed after the period expires, the applicant shall report to the examination and approval organ for confirmation of the validity of the original approval documents or apply for approval otherwise. When applying for the establishment of a limited liability company, the following documents shall be submitted to the company registration organ:(1) The application for the establishment of the company signed by the legal representative of the company;(2) The certificate of the representative designated or the agent jointly consigned by all the shareholders;(3) The articles of association;(4) The verification certificate of investment issued by an lawfully established investment verification organization, except it is otherwise prescribed by any other law or administrative regulation;(5) Where the first capital contribution made by a shareholder is non-monetary property, the documents proving that the formalities for transferring the property thereof have been transacted shall be submitted when the company transacts the formalities for the establishment registration. (6) The certificates for the subject qualifications or the natural person identity of shareholders . (7) The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for their commission, election or employment;(8) The document of appointment and certificate of identity of the legal representative of the company;(9) The notice on the in advance approval of its name;(10) The certificate of the domicile of the company. And(11) Any other document as required by the State Administration for Industry and Commerce for submission.The first capital contributions made by shareholders of a foreign-funded limited liability company shall accord with the provisions of laws and administrative regulations, and the rest shall be contributed in full amount within 2 years as of the establishment of the company. Particularly, the investment company may contribute its capital in full amount within 5 years.As for a limited liability company whose establishment shall be applied for examination and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.Article 21 When establishing a limited joint stock company, the board of directors shall apply for registration with the company registration organ. If the limited joint stock company is established by public offering, an application for establishment registration shall be filed with the company registration organ within 30 days after the establishment assembly is over. .When establishing a joint stock limited company, the following documents shall be submitted to the company registration organ:(1) The application for the establishment registration of the company signed by the legal representative of the company;(2) The certificate of the representative designated or the agent jointly consigned by the board of directors;(3) The articles of association;(4) The verification certificate of investment issued by an lawfully established investment verification organization;(5) Where the first capital contribution made by a shareholder is non-monetary property, the certification documents proving that the formalities for transferring the property thereof have been transacted shall be submitted in the establishment registration of the company.(6) The certificate for the legal person qualifications or the natural person identity of shareholders;(7) The documents specifying the names and domiciles of the directors of the board, supervisors and managers and the certificates for their commission, election or employment;(8) The documents of appointment and the certificate for the identity of the legal representative of the company;(9) The notice on the in advance approval of its name;(10) The certificate of the domicile of the company. And(11) Other documents as required by the State Administration for Industry and Commerce for submission.If a joint stock limited company is established by public offering, the record of the establishment assembly shall be submitted as well.As for a joint stock limited company established by public offering which issues stocks in public, the relevant approval documents of the supervision and administration institution of securities of the State Council shall be submitted as well.As for a joint stock limited company whose establishment shall be applied for examination and approval as prescribed by laws, administrative regulations or decisions of the State Council, the relevant approval documents shall be submitted as well.Article 22 The items within the business scope of the company registration application, which shall be examined and approved before registration according to laws or administrative regulations, shall be submitted for approval to the relevant departments of the State before applying for registration, and the relevant approval documents shall be submitted to the company registration organ.Article 23 If the articles of association of the company include content that violating the laws or administrative regulations, the company registration organ shall have the right to require the company to make corresponding corrections.Article 24 The certificate for company domicile refers to the documents that can certify the companys usufruct of to its domicile.Article 25 The lawfully established company shall be issued a Business License of Legal Entity by the company registration organ. And the issuing date of the business license of the company shall be the establishment date of the company. The company shall, upon the strength of the Business License of Legal Entity approved and issued by the company registration organ, make its seals, open a bank account and apply for the registration of tax payment.Chapter V Alteration RegistrationArticle 26 When altering the registration items, a company shall apply for alteration registration with the original company registration organ.A company may not alter any registration item by itself without alteration registration.Article 27 When applying for alteration registration, a company shall submit the following documents to the company registration organ:(1) The application for alteration registration signed by the legal representative of the company;(2) The resolution or decision on the alteration which is made in accordance with the Company Law; and(3) Other documents as required by the State Administration for Industry and Commerce for submission.In case the alteration registration of the company concern the revision of the articles of association, the revised version of the articles of association or the amendment of the articles of association signed by the legal representative of the company shall be submitted. 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