· Document Number：Order No. 666 of the State Council

· Area of Law： Companies

· Level of Authority： Administrative Regulations

· Date issued：02-06-2016

· Effective Date：07-01-1994

· Issuing Authority： State Council

· Status： Effective

Regulation of China on the Administration of Company Registration 
(Issued by Order No. 156 of the State Council of the People's Republic of China on June 24, 1994; revised in accordance with the Decision of the State Council on Amending the Regulations of the People's Republic of China on the Administration of Company Registration on December 18, 2005 for the first time; revised in accordance with the Decision of the State Council on Amending Some Administrative Regulations on February 19, 2014 for the second time; and revised in accordance with the Decision of the State Council on Amending Some Administrative Regulations on February 6, 2016 for the third time)
Chapter I General Provisions
Article 1 To validate the enterprise legal person status of companies and standardize the conduct of company registration, this Regulation is developed in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law").
Article 2 Limited liability companies and joint stock limited companies (hereinafter collectively referred to as “companies”) shall, in accordance with this Regulation, undergo company registration for their formation, modification, and termination.
To apply for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.
Article 3 A company may obtain the enterprise legal person status only after it has been registered with the company registration authority and received a Business License for an Enterprise Legal Person as legally required.
A company formed after this Regulation comes into force shall not engage in any business activity in the name of a company if it has not been registered with the company registration authority.
Article 4 The administrative agencies for industry and commerce shall be the company registration authorities.
The company registration authorities at a lower level shall conduct company registration under the leadership of the company registration authorities at a higher level.
The company registration authorities shall perform duties in accordance with the law, free from any unlawful interference.
Article 5 The State Administration for Industry and Commerce (“SAIC”) shall be responsible for company registration across the country.
Chapter II Jurisdiction over Registration
Article 6 The SAIC shall be responsible for the registration of the following companies:
(1) A company in which the state-owned assets supervision and administration institution of the State Council performs the functions of a capital contributor and any company which is formed by such a company as a shareholder holding more than 50% of the shares thereof.
(2) A foreign-funded company.
(3) A company which shall be registered with the SAIC in accordance with any law, administrative regulation, or decision of the State Council.
(4) Any other company which shall be registered with the SAIC in accordance with the rules of the SAIC.
Article 7 The administrative department 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) A company in which the state-owned assets supervision and administration institution of the people's government of a province, autonomous region, or municipality directly under the Central Government performs the functions of a capital contributor and any company which is formed by such a company as a shareholder holding more than 50% of the shares thereof.
(2) A company formed by a natural person which shall be registered with the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government in accordance with the rules thereof.
(3) A company which shall be registered with the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government in accordance with any law, administrative regulation, or decision of the State Council.
(4) Any other company which shall be registered as authorized by the SAIC.
Article 8 The administrative department for industry and commerce of a districted city (or prefecture), the administrative department for industry and commerce of a county, a branch of the administrative department for industry and commerce of a municipality directly under the Central Government, or a district branch of the administrative department 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 those as set out in Articles 6 and 7 of this Regulation.
(2) Companies which shall registered as authorized by the SAIC and the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government.
The specific jurisdiction over registration in the preceding paragraph shall be determined by the administrative department for industry and commerce of a province, autonomous region, or municipality directly under the Central Government. However, the administrative department for industry and commerce of a districted city (or prefecture) shall be responsible for the registration of joint stock limited companies.
Chapter III Contents of Registration
Article 9 The contents of company registration shall include:
(1) name of the company;
(2) domicile of the company;
(3) name of the legal representative of the company;
(4) registered capital of the company;
(5) type of the company;
(6) business scope of the company;
(7) duration of the company; and
(8) names of the shareholders of the company if it is a limited liability company or the promoters of the company if it is a joint stock limited company.
Article 10 The contents of company registration shall satisfy the provisions of laws and administrative regulations. The company registration authorities shall not register any content which does not satisfy the provisions of laws and administrative regulations.
Article 11 The name of a company shall satisfy the relevant provisions of the state. A company may use one name only. The name of a company shall be protected by the law after it has been approved and registered by the company registration authority.
Article 12 The domicile of a company shall be the place of the principal office of the company. There shall be only one domicile registered with the company registration authority. The domicile of a company shall be within the jurisdiction of the company registration authority.
Article 13 The registered capital of a company shall be denominated in RMB, except as otherwise provided for by any law or administrative regulation.
Article 14 The shareholders of a company shall contribute capital in a manner as set out in Article 27 of the Company Law, and they may not make capital contribution with labor, credit, the name of a natural person, goodwill, franchise, or property already posted as security.
Article 15 The business scope of a company shall be stated in the bylaws of the company and registered in accordance with the law.
The business scope of a company shall be described by referring to the industry classification standards of national economy.
Article 16 The type of a company shall be either a limited liability company or a joint stock limited company.
For a one-person limited liability company, the sole investment from a natural person or a legal person shall be noted in the registration of the company and be stated in the business license of the company.
Chapter IV Formation Registration
Article 17 In the formation of a company, an application for the pre-approval of the name of the company shall be filed.
Where the formation of a company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council or any item in the business scope of a company must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the company shall undergo the pre-approval of its name before filing the aforesaid report for approval, and the aforesaid report for approval shall be filed in its name as pre-approved by the company registration authority.
Article 18 In the formation of a limited liability company, a representative designated or an agent jointly authorized by all the shareholders shall apply for the pre-approval of the name of the company to the company registration authority. In the formation of a joint stock limited company, a representative designated or an agent jointly authorized by all the promoters shall apply for the pre-approval of the name of the company to the company registration authority.
To apply for the pre-approval of the name of a company, the applicant shall submit the following documents:
(1) A written application for the pre-approval of the name of the company as signed by all the shareholders of the company if it is a limited liability company or by all the promoters of the company if it is a joint stock limited company.
(2) A certificate on the designation of a representative or the joint authorization of an agent by all the shareholders or promoters.
(3) Other documents as required by the SAIC.
Article 19 The pre-approved name of a company shall be reserved for six months. Within the period of reservation, the pre-approved name shall neither be used for any business activity nor be transferred.
Article 20 In the formation of a limited liability company, a representative designated or an agent jointly authorized by all the shareholders shall apply for formation registration to the company registration authority. In the formation of a wholly state-owned company, the state-owned assets supervision and administration institution of the corresponding people's government as authorized by the State Council or the local people's government shall act as the applicant to apply for formation registration. Where the formation of a limited liability company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, an application for formation registration shall be filed with the company registration authority within 90 days from the date of approval; and if the application for formation registration is overdue, the applicant shall report to the approving authority for confirmation of the validity of the original approval document or for a separate approval.
To apply for the formation of a limited liability company, the applicant shall submit the following documents to the company registration authority:
(1) A written application for formation registration as signed by the legal representative of the company.
(2) A certificate on the designation of a representative or the joint authorization of an agent by all the shareholders.
(3) Bylaws of the company.
(4) An eligibility certificate of each shareholder which is an entity or the identification of each shareholder who is a natural person.
(5) Documents stating the names and domiciles of all the directors, supervisors, and managers of the company and certificates on the relevant appointment, election, or employment.
(6) The office appointment document and the identification of the legal representative of the company.
(7) A notice of pre-approval of enterprise name.
(8) A certificate of domicile of the company.
(9) Other documents as required by the SAIC.
Where the formation of a limited liability company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted.
Article 21 In the formation of a joint stock limited company, the board of directors of the company shall apply for formation registration to the company registration authority. Where a joint stock limited company is formed by stock floatation, the board of directors of the company shall apply for formation registration to the company registration authority within 30 days after the end of the foundation meeting.
To apply for the formation of a joint stock limited company, the applicant shall submit the following documents to the company registration authority:
(1) A written application for formation registration as signed by the legal representative of the company.
(2) A certificate on the designation of a representative or the joint authorization of an agent by the board of directors.
(3) Bylaws of the company.
(4) An eligibility certificate of each promoter which is an entity or the identification of each promoter who is a natural person.
(5) Documents stating the names and domiciles of all the directors, supervisors, and managers of the company and certificates on the relevant appointment, election, or employment.
(6) The office appointment document and the identification of the legal representative of the company.
(7) A notice of pre-approval of enterprise name.
(8) A certificate of domicile of the company.
(9) Other documents as required by the SAIC.
Where a joint stock limited company is formed by stock floatation, the minutes of the foundation meeting and a capital verification certificate issued by a legally formed capital verification agency shall also be submitted; and if the joint stock limited company formed by stock floatation offers shares to the public, the relevant approval document issued by the securities regulatory authority of the State Council shall also be submitted.
Where the formation of a joint stock limited company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted.
Article 22 Where any item in the business scope of a company to be registered upon application must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, it shall be reported to the relevant department of the state for approval before the company applies for registration, and the relevant approval document shall be submitted to the company registration authority.
Article 23 Where any provision of the bylaws of a company violates any law or administrative regulation, the company registration authority shall have the authority to require the company to amend it.
Article 24 The certificate of domicile of a company means a document that can prove that the company has a right to use the domicile.
Article 25 The company registration authority shall issue a Business License for an Enterprise Legal Person to a legally formed company. The date of issuance of the business license of the company shall be the date of formation of the company. The company shall have its seals made, open a bank account, and apply for tax registration on the basis of the Business License for an Enterprise Legal Person issued by the company registration authority.
Chapter V Modification Registration
Article 26 To modify any content of registration, a company shall apply for modification registration to the original company registration authority.
A company shall not modify any content of registration without undergoing modification registration.
Article 27 To apply for modification registration, a company shall submit the following documents to the company registration authority:
(1) A written application for modification registration as signed by the legal representative of the company.
(2) A modification resolution or decision made under the Company Law.
(3) Other documents as required by the SAIC.
Where a company's modification of the contents of registration involves the amendment of the bylaws of the company, the amended bylaws of the company or the amendment(s) to the bylaws of the company as signed by the legal representative of the company shall be submitted.
Where any modification of the contents of registration must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted to the company registration authority.
Article 28 To modify its name, a company shall apply for modification registration within 30 days from the day when the modification resolution or decision is made.
Article 29 To modify its domicile, a company shall, before moving into the new domicile, apply for modification registration and submit a certificate of use of the new domicile.
Where the new domicile of a company after modification will be located in the jurisdiction of another company registration authority, the company shall apply for modification registration to the company registration authority at the place of its new domicile before moving into its new domicile; and if the company registration authority at the place of new domicile of the company accepts the application, the original company registration authority shall transfer the company registration files of the company to the company registration authority at the place of new domicile of the company.
Article 30 To modify its legal representative, a company shall apply for modification registration within 30 days from the day when a modification resolution or decision is made.
Article 31 To increase its registered capital, a company shall apply for modification registration within 30 days from the day when the modification resolution or decision is made.
To decrease its registered capital, a company shall apply for modification registration within 45 days from the date of public announcement and submit proof of publishing an announcement on decrease of its registered capital in a newspaper and a statement on its repayment of debts or provision of security for debts.
Article 32 To modify its business scope, a company shall apply for modification registration within 30 days from the day when the modification resolution or decision is made; and if the modification of its business scope involves any item which must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the company shall apply for modification registration within 30 days from the date of approval by the relevant department of the state.
Where a permit or any other approval document for any item in the business scope of a company which must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council is suspended or revoked or the term of validity of the permit or other approval document expires, the company shall, within 30 days from the date of suspension or revocation of the license or other approval document or from the date of expiration of the license or other approval document, apply for modification registration or undergo deregistration in accordance with the provisions of Chapter VI of this Regulation.
Article 33 To modify its type, a company shall apply for modification registration to the company registration authority within the prescribed period according to the formation requirements for the type of company after its modification and submit the relevant documents.
Article 34 To modify a shareholder, a limited liability company shall, within 30 days from the date of modification, apply for modification registration and submit an eligibility certificate of the new shareholder which is an entity or the identification of the new shareholder who is a natural person.
Where the legal heir of a deceased natural person shareholder of a limited liability company succeeds to the status of shareholder, the company shall apply for modification registration under the preceding paragraph.
Where the name of a shareholder of a limited liability company or a promoter of a joint stock limited company changes, the company shall apply for modification registration within 30 days from the date of change of the name.
Article 35 Where any modification of the contents of registration of a company involves any modification of the contents of registration of its branches, the company shall apply for modification registration of its branches within 30 days from the date of modification registration of the company.
Article 36 Where a company's amendment of its bylaws does not involve any content of registration, the company shall submit the amended bylaws or the amendment(s) to the bylaws to the original company registration authority for recordation.
Article 37 Where any director, supervisor, or manager of a company is changed, the company shall report the change to the original company registration authority for recordation.
Article 38 Where any content of registration of a company which survives a merger or division changes, the company shall apply for modification registration. A company which is dissolved after a merger or division shall apply for deregistration. A company newly formed in a merger or division shall apply for formation registration.
In the case of a merger or division of a company, the company shall apply for registration within 45 days from the date of announcement thereof and submit the merger agreement and resolution or decision or the division resolution or decision, the proof of its publication of a merger or division announcement in a newspaper, and a statement on its repayment of debts or provision of security for debts. Where a merger or division of a company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted.
Article 39 Where any modification of the contents of registration involves any content of the Business License for an Enterprise Legal Person, the company registration authority shall reissue a business license to replace the original one.
Article 40 To apply for revocation of modification registration to the company registration authority under Article 22 of the Company Law, a company shall submit the following documents:
(1) A written application signed by the legal representative of the company.
(2) An adjudicative document of the people's court.
Chapter VI Deregistration
Article 41 Where a dissolved company shall be liquidated in accordance with the law, the liquidation group shall, within 10 days from the date of its formation, submit a list of the members and the person in charge of the liquidation group to the company registration authority for recordation.
Article 42 Under any of the following circumstances, the liquidation group of a company shall apply for deregistration to the original company registration authority within 30 days from the date of conclusion of liquidation of the company:
(1) The company is declared bankrupt in accordance with the law.
(2) The duration stated in the bylaws of the company expires or any other cause of dissolution stated in the bylaws of the company occurs, unless the company continues to exist by amending its bylaws.
(3) The company is dissolved by a resolution of the shareholders' meeting or is dissolved by the shareholder of a one-person limited liability company or a resolution of the board of directors of a foreign-funded company.
(4) The business license of the company is revoked or the company is ordered to close down or is abolished in accordance with the law.
(5) The company is dissolved by the people's court in accordance with the law.
(6) Any other circumstance of dissolution as set out by any law or administrative regulation.
Article 43 To apply for deregistration, a company shall submit the following documents:
(1) A written application for deregistration as signed by the person in charge of the liquidation group of the company.
(2) A bankruptcy ruling or an adjudicative document on dissolution issued by the people's court, a resolution or decision made by the company in accordance with the Company Law, or a document on the closedown or abolition of the company as ordered by an administrative agency.
(3) A liquidation report recorded with and confirmed by the shareholders' meeting, the shareholder of a one-person limited liability company, the board of directors of a foreign-funded company, the people's court, or the authority approving the company.
(4) The Business License for an Enterprise Legal Person.
(5) Other documents as required by laws and administrative regulations.
To apply for deregistration, a wholly state-owned company shall also submit the decision of the state-owned assets supervision and administration institution. In particular, a crucial wholly state-owned company as determined by the State Council shall also submit the approval document of the people's government at the level corresponding to the company.
To apply for deregistration, a company which has branches shall also submit the deregistration certificates of its branches.
Article 44 A company shall be terminated upon deregistration with the company registration authority.
Chapter VII Registration of Branches
Article 45 The branches of a company are the establishments of a company at places other than the domicile of the company to engage in business activities. The branches of a company do not have the status of an enterprise legal person.
Article 46 The contents of registration of a branch of a company shall include: name, business premises, person in charge, and business scope.
The name of a branch of a company shall satisfy the relevant provisions of the state.
The business scope of a branch of a company shall not exceed the business scope of the company.
Article 47 To form a branch, a company shall, within 30 days from the day when the decision is made, apply for registration to the company registration authority at the place where the branch is located; and if the formation of a branch must be reported to the relevant department for approval in accordance with any law, administrative regulation, or decision of the State Council, the company shall apply for registration to the company registration authority within 30 days from the date of approval.
To form a branch, a company shall submit the following documents to the company registration authority:
(1) A written application for the registration of formation of a branch as signed by the legal representative of the company.
(2) Bylaws of the company and a photocopy of the Business License for an Enterprise Legal Person to which the company's seal is affixed.
(3) A certificate of use of business premises.
(4) The office appointment document and the identification of the person in charge of the branch.
(5) Other documents as required by the SAIC.
Where the formation of a branch must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council or any item in the business scope of a branch must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted.
Where the company registration authority grants the registration of a branch of a company, a Business License shall be issued to the branch. The company shall, within 30 days from the date of registration of its branch, undergo the recordation formalities at the company registration authority on the basis of the Business License of its branch.
Article 48 To modify any content of registration of a branch of a company, the company shall apply for modification registration to the company registration authority.
To apply for modification registration, the applicant shall submit a written application for modification registration as signed by the legal representative of the company. To modify the name or business scope of a branch, the applicant shall submit a photocopy of the Business License for an Enterprise Legal Person to which the seal of the company is affixed, and if any item in the business scope of the branch must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the relevant approval document shall also be submitted. To modify the business premises, the applicant shall submit a certificate of use of the new business premises. To modify the person in charge, the applicant shall submit the appointment and removal documents and the identification of the person in charge.
Where the company registration authority grants the modification registration, it shall reissue a Business License to replace the original one.
Article 49 Where a branch is dissolved by the company or is ordered to close down in accordance with the law or the business license of a branch is revoked, the company shall, within 30 days from the day when the decision is made, apply for deregistration to the company registration authority of the branch. To apply for deregistration, the company shall submit a written application for deregistration as signed by the legal representative of the company and the Business License of the branch. After granting deregistration, the company registration authority shall retract the Business License of the branch.
Chapter VIII Registration Procedures
Article 50 The applicant may file an application for the registration of a company or a branch at the place of the company registration authority or by letter, telegraph, telex, fax, electronic data exchange, or e-mail, among others.
Where an application is filed by telegraph, telex, fax, electronic data exchange, or e-mail, among others, the contact method and mailing address of the applicant shall be provided.
Article 51 The company registration authority shall decide whether or not to accept an application under the following circumstances respectively:
(1) Where the application documents and materials are complete and made in the statutory forms or the applicant has submitted all the supplements and corrections as required by the company registration authority, the company registration authority shall decide to accept the application.
(2) Where the application documents and materials are complete and made in the statutory forms but the company registration authority deems that the application documents and materials need verification, the company registration authority shall decide to accept the application and, at the same time, notify the applicant in writing of the information to be verified, the reasons, and the time needed.
(3) Where the errors in the application documents and materials can be corrected on the spot, the applicant shall be allowed to correct the errors on the spot, affix the required signature or seal to the places of correction, and note the date of correction; after confirming that the application documents and materials are complete and made in the statutory forms, the company registration authority shall decide to accept the application.
(4) Where the application documents and materials are incomplete or not made in the statutory forms, the company registration authority shall, on the spot or within five days, notify the applicant of all required supplements and corrections at one time. In the case of notification on the spot, the company registration authority shall return the application documents and materials to the applicant; or in the case of notification within five days, the company registration authority shall receive the application documents and materials and issue a receipt for the application documents and materials, and if the company registration authority fails to notify the applicant within the foresaid time limit, it shall be deemed to have accepted the application from the date of receipt of the application documents and materials.
(5) Where the subject matter of an application does not fall within the scope of company registration or does not fall within the registration jurisdiction of the company registration authority, the company registration authority shall immediately decide not to accept the application and notify the applicant that the applicant shall apply to the competent administrative agency.
Where an application is filed by letter, telegraph, telex, fax, electronic data exchange, or e-mail, among others, the company registration authority shall, within five days from the day of receipt of the application documents and materials, decide whether or not to accept the application.
Article 52 Unless a registration approval decision is made under paragraph 1(1) of Article 53 of this Regulation, the company registration authority shall issue a Notice of Acceptance if it decides to accept an application; or if it decides not to accept an application, issue a Notice of Rejection, explaining the reasons for rejecting the application and notifying the applicant that the applicant is entitled to apply for administrative reconsideration or file an administrative lawsuit in accordance with the law.
Article 53 After deciding to accept a registration application, the company registration authority shall decide whether or not to grant registration within the prescribed time limit under the following circumstances respectively:
(1) Where the company registration authority accepts an application filed by the applicant at the place of the company registration authority, it shall decide whether or not to grant registration on the spot.
(2) Where the company registration authority accepts an application filed by the applicant by letter, it shall decide whether or not to grant registration within 15 days from the date of acceptance.
(3) Where an application is filed by the applicant by telegraph, telex, fax, electronic data exchange, or e-mail, among others, the applicant shall, within 15 days from the date of receipt of the Notice of Acceptance, file the original application documents and materials which are consistent with the contents of the telegraph, telex, fax, electronic data exchange, or e-mail, among others, and are made in the statutory forms; if the applicant files the original application documents and materials at the place of the company registration authority, the company registration authority shall decide whether or not to grant registration on the spot; or if the applicant files the original application documents and materials by letter, the company registration authority shall decide whether or not to grant registration within 15 days from the date of acceptance.
(4) Where the original application documents and materials are not received by the company registration authority within 60 days from the date of issuance of the Notice of Acceptance or the original application documents and materials are inconsistent with the application documents and materials accepted by the company registration authority, the company registration authority shall decide not to grant registration.
Where the company registration authority needs to verify the application documents and materials, it shall decide whether or not to grant registration within 15 days from the date of acceptance.
Article 54 Where the company registration authority decides to grant the pre-approval of the name of a company, it shall issue a Notice of Pre-approval of Enterprise Name. Where the company registration authority decides to grant the formation registration of a company, it shall issue a Notice of Granting Formation Registration and notify the applicant that the applicant shall obtain a business license within 10 days from the date of decision. Where the company registration authority decides to grant the modification registration of a company, it shall issue a Notice of Granting Modification Registration and notify the applicant that the applicant shall obtain an new business license within 10 days from the date of decision. Where the company registration authority decides to grant the deregistration of a company, it shall issue a Notice of granting Deregistration and retract the business license of the company.
Where the company registration authority decides not to grant the pre-approval of the name of a company or decides not to grant registration, it shall issue a Notice of Rejection of Enterprise Name or a Notice of Rejection of Registration, explaining the reasons for not granting pre-approval or registration and notifying the applicant that the applicant is entitled to apply for administrative reconsideration or file an administrative lawsuit in accordance with the law.
Article 55 The company registration authorities shall make available to the public the company registration and recordation information through the enterprise credit information publication system.
Article 56 An announcement of revocation of a Business License for an Enterprise Legal Person or a Business License shall be published by the company registration authority.
Chapter X Publication of Annual Reports and Management of Certificates, Licenses and Files
Article 57 A company shall, between January 1 and June 30 of each year, submit its annual report for the previous year to the company registration authority through the enterprise credit information publication system and make it available to the public.
The measures for the contents of annual reports made available to the public and the related supervisory inspection shall be developed by the State Council.
Article 58 There shall be one original and one or more duplicates of a Business License for an Enterprise Legal Person or a Business License, and the original and duplicates shall have equal legal effect.
The state promotes e-business license. E-business license shall have the same legal effect as a paper one.
The original of a Business License for an Enterprise Legal Person of a company or the original of a Business License of a branch of a company shall be placed in a conspicuous position of the domicile of the company or the business premises of the branch.
A company may, as needed for its business, apply to the company registration authority for the issuance of several duplicates of a business license.
Article 59 No entity or individual shall forge, alter, lease out, lend, or transfer a business license.
Where a company's business license is lost or damaged, the company shall publish a declaration of invalidity of its business license in a newspaper or periodical designated by the company registration authority and apply for the reissuance of the business license.
Where the company registration authority decides to grant the modification registration, deregistration, or revocation of modification registration of a company in accordance with the law, and the company refuses to or is unable to return its business license, the company registration authority shall publish an announcement of the invalidity of the business license.
Article 60 The company registration authority may temporarily impound a business license which requires authentication, but the impoundment period shall not exceed 10 days.
Article 61 The borrowing, excerpting, carrying, or duplicating of company registration files shall be conducted according to the prescribed powers and procedures.
No entity or individual shall modify, alter, mark, damage, or destroy company registration files.
Article 62 The formats of the original and duplicate of a business license, the standards for an e-business license, and the formats or tabular forms of important documents related to company registration shall be uniformly determined by the SAIC.
Chapter XI Legal Liability
Article 63 Where the registration of a company is achieved by falsification of its registered capital, the company registration authority shall order the company to take corrective action and impose a fine of not less than 5% but not more than 15% of the falsified registered capital on the company; and if the circumstances are serious, revoke the registration or revoke its business license.
Article 64 Where the registration of a company is achieved by submission of false materials or any other fraudulent means, the company registration authority shall order the company to take corrective action and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan on the company; and if the circumstances are serious, revoke the registration or revoke its business license.
Article 65 Where a promoter or a shareholder of a company makes false capital contribution or fails to deliver or deliver as scheduled the monetary or non-monetary property as capital contribution, the company registration authority shall order the promoter or shareholder to take corrective action and impose a fine of not less than 5% but not more than 15% of the amount of false capital contribution on the promoter or shareholder.
Article 66 Where a promoter or a shareholder illegally withdraws its capital contribution after the company is formed, the company registration authority shall order the promoter or shareholder to take corrective action and impose a fine of not less than 5% but not more than 15% of the amount of illegally withdrawn capital on the promoter or shareholder.
Article 67 Where a company fails to commence business within six months after its formation without good reasons or ceases business of its own initiative for more than six consecutive months after commencing business, the company registration authority may revoke its business license.
Article 68 Where a company fails to undergo the relevant modification registration in accordance with this Regulation for any modification of the contents of company registration, the company registration authority shall order the company to register within a prescribed time limit; and, if the company fails to do so, impose a fine of not less than 10,000 yuan but not more than 100,000 yuan on the company. In particular, if the company's modified business scope includes any item which must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council, the company engages in the relevant business without obtaining such an approval, and the circumstances of the violation are serious, the company registration authority shall revoke its business license.
Where a company fails to undergo the recordation formalities in accordance with this Regulation, the company registration authority shall order the company to undergo the recordation formalities within a prescribed time limit; and, if the company fails to do so, impose a fine of not more than 30,000 yuan on the company.
Article 69 Where a company undergoing a merger or division, decrease of registered capital, or liquidation fails to issue notices to the creditors or notify the creditors by a public announcement as required, the company registration authority shall order the company to take corrective action and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan on the company.
Where a company in liquidation conceals any property, makes any false record in its balance sheet or property checklist, or distributes company property before its repayment of debts, the company registration authority shall order the company to take corrective action and impose a fine of not less than 5% but not more than 10% of the amount of concealed property or the amount of distributed property before its repayment of debts on the company; and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan on the directly responsible person in charge and other directly liable persons.
Where, during the period of liquidation, a company engages in business activities irrelevant to the liquidation, the company registration authority shall issue a warning to the company and confiscate its illegal income.
Article 70 Where a liquidation group fails to submit a liquidation report to the company registration authority as required or the submitted liquidation report conceals any important fact or has any major omission, the company registration authority shall order the liquidation group to take corrective action.
Where any member of a liquidation group takes advantage of his or her power to practice favoritism, make falsification, seek any illegal income, or misappropriate any company property, the company registration authority shall order the member to return the company property and confiscate the member's illegal income, and may impose a fine of not less than the amount but not more than five times the amount of illegal income.
Article 71 Whoever forges, alters, leases out, lends, or transfers a business license shall be fined not less than 10,000 yuan but not more than 100,000 yuan by the company registration authority; and if the circumstances are serious, the business license shall be revoked.
Article 72 Where a business license is not placed in a conspicuous position of the domicile of a company or business premises of a branch of a company, the company registration authority shall order the company to take corrective action; and if the company refuses to do so, impose a fine of not less than 1,000 yuan but not more than 5,000 yuan on the company.
Article 73 Where an institution which undertakes asset appraisal, capital verification, or verification of certificates provides any false materials, the company registration authority shall confiscate its illegal income and impose a fine of not less than the amount but not more than five times the amount of illegal income on the institution, and the relevant competent department may, according to the law, order the institution to suspend business, revoke the qualification certificates of the directly liable persons, and revoke the business license of the institution.
Where an institution which undertakes asset appraisal, capital verification, or verification of certificates negligently provides a report containing any major omission, the company registration authority shall order the institution to take corrective action; and if the circumstances are relatively serious, impose a fine of not less than the amount but not more than five times the amount of its illegal income on the institution, and the relevant competent department may, according to the law, order the institution to suspend business, revoke the qualification certificates of the directly liable persons, and revoke the business license of the institution.
Article 74 Where any entity not legally registered as a limited liability company or a joint stock limited company acts in the name of a limited liability company or a joint stock limited company or any entity not legally registered as a branch of a limited liability company or a joint stock limited company acts in the name of a branch of a limited liability company or a joint stock limited company, the company registration authority shall order the entity to take corrective action or close down, and may impose a fine of not more than 100,000 yuan on the entity.
Article 75 Where any company registration authority grants an application for company registration which does not meet the prescribed conditions or denies an application for company registration which meets the prescribed conditions, administrative disciplinary actions shall be taken against the directly responsible person in charge and other directly liable persons in accordance with the law.
Article 76 Where the superior of a company registration authority forces the company registration authority to grant an application for company registration which does not meet the prescribed conditions, deny an application for company registration which meets the prescribed conditions, or cover up any illegal registration, administrative disciplinary actions shall be taken against the directly responsible person in charge and other directly liable persons in accordance with the law.
Article 77 Where, in violation of the Company Law, a foreign company forms any branch office without approval in the territory of China, the company registration authority shall order the company to take corrective action or close down the branch office, and may impose a fine of not less than 50,000 yuan but not more than 200, 000 yuan on the company.
Article 78 Where any serious illegal activity which compromises the national security or the public interest is conducted in the name of a company, the business license of the company shall be revoked.
Article 79 Where a branch of a company commits any illegal conduct as set out in this Chapter, the provisions of this Chapter shall apply.
Article 80 Where a violation of this Regulation constitutes a crime, the violator shall be subject to criminal liability in accordance with the law.
Chapter XI Supplementary Provisions
Article 81 The registration of a foreign-funded company shall be governed by this Regulation. Where a law on foreign-funded enterprises provides otherwise for the registration of a foreign-funded enterprise, such a law shall prevail.
Article 82 Where the formation of a company must be reported for approval in accordance with any law, administrative regulation, or decision of the State Council or the business scope of a company includes any item which must be reported for approval before registration in accordance with any law, administrative regulation, or decision of the State Council, the SAIC shall compile and publish a Catalogue of Prior Administrative Licensing for Enterprise Registration in accordance with the relevant laws, administrative regulations, and decisions of the State Council.
Article 83 This Regulation shall come into force on July 1, 1994.