Circular of General Office of the State Administration for Industry and Commerce on Adopting a Full Electronic Process for Its Approval of Enterprise Names

Ban Zi [2015] No. 142

October 12, 2015

Administration of Industry and Commerce and Market Regulatory Authorities for All Provinces, Autonomous Regions, Municipalities Directly under Central Administration as well as Municipalities under Separate State Planning and Quasi-provincial Level Municipalities:

In order to further promote the facilitation of industrial and commercial registration, and effectively improve the efficiency of name approval, the State Administration for Industry and Commerce ("SAIC") has decided, as of November1, 2015, to adopt a full electronic process for the approval of enterprise names required to be completed by the SAIC under the law (hereinafter referred to as "full electronic process for the approval of enterprise names", and in short, the "Full Electronic Process").The relevant issues are hereby circulated as follows:

I. Key Elements & Practices
The key elements for implementation of the full electronic process for the approval of enterprise names are the transformation of the SAIC's approval of enterprise names from the approach mainly featuring the applicant's online application, and submission of application materials as well as receipt of an "Approval Notice" at the site of the SAIC, into one mainly featuring the applicant's online application, and receipt of an "Approval Notice" at the local enterprise registration authority, by fully making use of the information means of the industrial and commercial system, and giving full play to the role of local enterprise registration authorities.
This is mainly through the following practices: Where an applicant completes, via the online registration application system of the SAIC (hereinafter the "Online Registration System"), the pre-approval (hereinafter "Pre-approval") of the name for a newly established enterprise that is required to be processed by the SAIC, its "Approval Notice" will be printed and issued by the enterprise registration authority; where a local enterprise that has completed its registration applies for the change of its name that is required, under law, to be approved by the SAIC (hereinafter the "Change Approval"), the local registration authority will submit such application, upon its acceptance and review of the same, via the Online Registration System to the SAIC for approval, and inform the applicant of the approval results.

II. Key Work procedures
Local enterprise registration authorities shall follow the principles of "separation of review and approval" to cooperate with the SAIC to complete the full electronic process of Pre-approval and Change Approval according to the following key procedures (see Appendix 1: Operation Procedures for the Full Electronic Processing of SAIC Approval of Enterprise Names).
1. Pre-approval
(1) Pre-approval of Names of Domestic-invested Enterprises
After an applicant submits an application via the Online Registration System, the SAIC's reviewing and approving officers will review and approve the enterprise name. Upon approval, the SAIC will issue to the enterprise name applicant the Online Pre-approval Notice of Enterprise Name (Applicable to Domestic-invested Enterprises) (no official seal affixed) via the said system. The applicant will consult the local enterprise registration authority to identify the specific registration authority under the relevant regulations on jurisdiction of enterprise registration. The enterprise registration authority shall, after verifying the relevant information and confirming that the registration shall be completed by it, download from the Online Registration System, print, and affix its exclusive seal for registration on the Pre-approval Notice of Enterprise Name (already affixed with the SAIC's exclusive seal for enterprise registration) and then issue the same to the applicant.
(2) Pre-approval of Names of Foreign-invested Enterprises
The applicant may choose to submit the application via the Online Registration System (accompanied with investors' credentials uploaded in scanned PDF format), or to submit the application at the site of the enterprise registration authority with competent registration jurisdiction. In the case of an online application, the review, approval, printing and issuance of the Pre-approval Notice of Enterprise Name will be completed by reference to the procedures applicable to domestic-invested enterprises. In the case of on-site application, the enterprise registration authority is responsible for the receipt and review of application materials, and will make submission via the Online Registration System to the SAIC for approval if the materials are complete and conform to the statutory form. Upon approval, the enterprise registration authority will download from the Online Registration System, and print, the Pre-approval Notice of Enterprise Name and then issue the same to the applicant.
(3) Adjustment to Pre-approved Items of Enterprise Name
The applicant may partially adjust the application-related particulars of an enterprise name which has already been pre-approved pending registration (in short, "Adjustment to Pre-approved Items", the same hereinafter), and may extend, once, the reservation period of the pre-approved enterprise name. Adjustable items are: address, registered capital, investors' names and business license/ID numbers, business scope, industry code, etc. Among them, if adjustment to the investors' names and business license/ID numbers is in the nature of a corrigendum, the applicant shall also submit online a scanned copy of ID card, business license or other valid certificates (in PDF format).
Adjustment to Pre-approved Items of the names of domestic-invested enterprises is to be completed by the applicant via the Online Registration System under the Pre-approval procedures. Adjustment to Pre-approved Items of names of foreign-invested enterprises: online applications for approval may be completed by the applicant either via the Online Registration System under the Pre-approval procedures for foreign-invested enterprises or through an adjustment request submitted to the identified enterprise registration authority; on-site approval shall be completed through an adjustment request submitted to the original enterprise registration authority. Enterprise registration authorities, upon receipt of an application for Adjustment to Pre-approved Items of names of foreign-invested enterprises, shall make submission via the Online Registration System for approval by the SAIC. Where the registration authority is changed due to Adjustment to Pre-approved Items, an adjustment request shall be filed with the new registration authority.
(4) Record-keeping
Upon Pre-approval, the application, review and approval comments, Pre-approval Notice of Enterprise Name, and other necessary files automatically generated in the Online Registration System will be saved in the form of electronic records, and the SAIC will no longer save paper-based records for the relevant files. For evidence to be presented or other required use, the SAIC will print the relevant materials affixed with its exclusive seal for enterprise registration for the purpose of confirmation.
The application materials for foreign-invested enterprises as submitted by the applicants on site and other relevant materials used to receive the Pre-approval Notice of Enterprise Name may be included by the enterprise registration authority in the enterprise registration files instead of being saved separately.
2. Change Approval
(1) Application and Approval of Change
Local enterprise registration authorities shall, after receipt of an application for change, make submission via the Online Registration System for review by the provincial-level enterprise registration authority which shall, upon its satisfactory review, make a submission to the SAIC for approval. The SAIC will not directly receive the application for change from the enterprise registration authorities below the provincial level; however, the enterprise registration authority for the municipality under separate state planning or quasi-provincial level municipality which has established a joint database search mechanism for the enterprise names of the city or province may be deemed to be a provincial-level enterprise registration authority upon consent by the relevant provincial-level enterprise registration authority to directly make submissions to the SAIC.
Upon approval of the application for change, the SAIC will relay the approval to the enterprise registration authority. The enterprise registration authority may print the Approval Notice for Change of Enterprise Name from the Online Registration System, affix its exclusive seal for enterprise registration thereon and issue the same to the enterprise. 
(2) Record-keeping
The application materials submitted by the applicant for the change of enterprise name and the Approval Notice for Change of Enterprise Name printed and issued to the applicant by the enterprise registration authority may be included by the enterprise registration authority in the enterprise registration files instead of being saved separately.
The information on the process of Change Approval as submitted by the enterprise registration authority via the Online Registration System for approval by the SAIC will be saved in the form of data in the Online Registration System, and paper-based records for the relevant files will no longer be generated. In the case of evidence to be presented or other required use, the SAIC will print the relevant materials affixed with its exclusive seal for enterprise registration for the purpose of confirmation, based on the relevant information extracted from the Online Registration System.

III. Relevant Safeguard Measures
Pursuant to the relevant provisions of the Regulations on Administration of Enterprise Name Registration and the Implementation Measures on Administration of Enterprise Name Registration, the following measures will be taken to safeguard the smooth progress of the efforts towards achieving a full electronic process.
1. The SAIC authorizes all provincial-level enterprise registration authorities, and all enterprise registration authorities for municipalities under separate state planning and quasi-provincial level municipalities having direct reporting privileges (hereinafter "Provincial and Municipal Enterprise Registration Authorities") to perform a review on the Change Approval for the respective provinces or municipalities.
2. The SAIC authorizes all local enterprise registration authorities having jurisdiction over the registration of foreign-invested enterprises whose names contain no political division to receive the applications for Pre-approval of the names of the foreign-invested enterprises whose domiciles are located within their respective jurisdictions and perform review on the application documents submitted by the applicants.
3. The SAIC's enterprise name database will grant access by the enterprise registration authorities at all levels. Authorized users may use the Online Registration System to search the SAIC's name database and complete the relevant matters. The registration authorities for the provinces or municipalities where a unified provincial enterprise registration system has been established may, via the standard interface provided by the SAIC, effectively connect the registration systems of such provinces or municipalities with the SAIC's Online Registration System so that the city (district) and county-level enterprise registration authorities may complete their services on a "full electronic process" basis.
4. Certain enterprise registration rules (see Appendix 2: Supplement and Adjustment of Registration Rules for the Full Electronic Processing of SAIC Approval of Enterprise Names) will be supplemented or adjusted to meet the needs of a full electronic process, including 5 supplements or adjustments to the rules on submission of materials (2 supplements and 3 adjustments), and 12 supplements or adjustments to the rules on registration documents (7supplements and5 adjustments). The supplemented enterprise registration rules have the same effect as the enterprise registration rules issued by the SAIC in 2014 (the Circular of the SAIC on Issuing "Rules on the Submission of Materials for Registration of Domestic-invested Enterprises" and "Rules on Registration Documents of Domestic-invested Enterprises" (Gong Shang Qi Zi [2014] No. 29, the Circular of the SAIC on Amending the Registration Forms for Foreign-invested Enterprises (Gong Shang Wai Qi Zi [2014] No.31), the adjusted rules on materials submitted for enterprise registration and rules on enterprise registration documents are those as published in this Circular.

IV. Relevant Work Requirements
The efforts towards achieving a full electronic process for SAIC approval of enterprise names require the collaboration and cooperation of the enterprise registration authorities at all levels. Enterprise registration authorities at all levels should place high priority on ensuring the smooth implementation of these efforts.
1. All local enterprise registration authorities shall specify the dedicated backbone staff to be responsible for the efforts towards achieving a full electronic process. The Online Registration System will grant authority to the dedicated staff individually, and perform the traces management of the authorized users. Authorized users should strictly comply with the code of conduct for registration work and conscientiously perform their duties, and are forbidden to give the user name and password to others for use. If a user is required to be changed due to an adjustment to the job role or other causes, a submission is required to be timely made to the administrator of the respective provincial and municipal enterprise registration authority to change the authorized user. Provincial and municipal enterprise registration authorities shall specify A type positions and B type positions (A type position is for the chiefly responsible person) to ensure uninterrupted work. Enterprise registration authorities with a heavier workload may set up more positions as appropriate, but not more than a maximum of 3.
2. The SAIC is responsible for authorizing the dedicated staff of all provincial and municipal enterprise registration authorities, and all provincial and municipal enterprise registration authorities are responsible for authorization, management, and other work, for the city (district) and county-level enterprise registration authority users within the jurisdiction of the respective province or municipality (see Appendix 3: Measures on the Administration of the Full Electronic Processing of SAIC Approval of Enterprise Names (Trial Implementation)).Provincial and municipal enterprise registration authorities may, as required by their services, actively organize training and exchange activities for city (district) and county-level users. The staffing information of the city (district) and county-level users should be collected, and the user information should be maintained, in a timely manner.
3. All local enterprise registration authorities should actively meet the requirements for a full electronic process, and perform necessary updates for their respective enterprise registration systems, make necessary adjustment to the process for enterprise name approval, assignment of responsibility, etc., and have color printers, scanners and other necessary equipment, in order to ensure that the full electronic process will effectively interface with their respective enterprise registration and to provide necessary facilitation for the applicants.
4. All local enterprise registration authorities should deem the full electronic processing of SAIC approval of enterprise names as an important part of their services, and include the same in the performance appraisal system and relevant system management. The management of the dedicated staff should be strengthened pursuant to the Window Service Specifications for Industrial and Commercial Administration System (Trial Implementation) and other strict requirements. The corresponding rewards should be granted to the colleagues who work hard and actively, act conscientiously and responsibly, and have good performance; and timely adjustment should be made to those with a slack attitude and incompetent for their dedicated role, and disciplinary violations found should be addressed pursuant to the relevant regulations.

All local enterprise registration authorities should timely contact the SAIC's Enterprise Registration Office (Foreign Investment Office) to make comments and suggestions (if any) on the full electronic process.