Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2014)
Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2014)
Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (Revised in 2014)
Order of the State Administration for Industry and Commerce No.63
February 20, 2014
(Promulgated under the Order of the State Administration of Industry and Commerce No.1 dated November 3, 1988, amended under the Order of the State Administration of Industry and Commerce No.66 dated December 25, 1996, amended for the second time under the Order of the State Administration of Industry and Commerce No.96 dated December 1, 2000, amended in accordance with the Decision of the State Administration for Industry and Commerce on Amending Relevant Rules Under the Administrative Coercion Law of the People's Republic of China as promulgated under the Order of the State Administration for Industry and Commerce No.58 dated December 12, 2011 and amended in accordance with the Decision of the State Administration for Industry and Commerce on Amending Such Rules as the Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons, the Administrative Provisions on the Registration of Foreign-invested Partnership Enterprises, the Administrative Measures for the Registration of Sole Proprietorship Enterprises and the Administrative Measures for the Registration of Individually-owned Businesses as promulgated under the Order of the State Administration for Industry and Commerce No.63 dated February 20, 2014)
Article 1 The Implementing Rules for the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (hereinafter referred to as the "Rules") have been formulated in accordance with the Administrative Regulations of the People's Republic of China on the Registration of Enterprise Legal Persons (hereinafter referred to as the "Regulations").
Scope of Registration
Article 2 Enterprises owned by the people as a whole, collectively owned enterprises, jointly-owned enterprises, foreign-invested enterprises established within the territory of China (including Chinese-foreign equity joint ventures, Chinese-foreign cooperative enterprises and wholly foreign-owned enterprises) as well as other kinds of enterprises that meet the criteria for legal person status shall apply for enterprise legal person registration in accordance with relevant laws and regulations of the state and the provisions of the Rules.Article 3 Public institutions converted into business entities without state subsidies and non-governmental science and technology organizations engaged in business activities that meet the criteria for legal person status shall apply for enterprise legal person registration.
Article 3 Public institutions converted into business entities without state subsidies and non-governmental science and technology organizations engaged in business activities that meet the criteria for legal person status shall apply for enterprise legal person registration.
Article 4 The following enterprises and business entities that do not meet the criteria for legal person status shall apply for business registration:
1. jointly-owned enterprises;
2. branches of enterprise legal persons;
3. branches of foreign-invested enterprises; and
4. other units engaged in business activities.
Article 5 Representative offices set up by foreign-invested enterprises shall apply for registration.
Article 6 Enterprises and business entities that are required by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government to register as enterprise legal persons shall apply for registration in accordance with the relevant provisions of the Regulations and the Rules.
Competent Registration Authorities
Article 7 The administrative authorities for industry and commerce are the competent authorities for enterprise legal person registration and business registration. Competent registration authorities shall exercise their powers independently in accordance with the law and apply the principle of hierarchical administrative responsibilities for registration matters.
The registration of foreign-invested enterprises shall be carried out in accordance with the principle that registration matters are administered by the State Administration for Industry and Commerce and its authorized agencies.
Competent registration authorities may correct decisions made by their subordinate competent registration authorities in violation of laws, regulations and policies of the state.
Article 8 The State Administration for Industry and Commerce shall be responsible for administering the registration of the following enterprises:
1. nationwide companies and large enterprises established following approval of the State Council and those established by departments of the State Council or by non-governmental science and technology organizations upon examination and approval of the centralized management authority for the particular industry;
2. large enterprise groups established upon approval of the State Council or upon examination and approval by a department authorized by the State Council; and
3. companies engaged in import and export business, the supply of overseas labor or overseas construction work that have been established by departments of the State Council upon examination and approval of a department authorized by the State Council.
Article 9 The administrative authorities for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for administering the registration of the following enterprises:
1. companies and enterprises established following approval by the people's government of the relevant province, autonomous region or municipality directly under the Central Government and those established by government agencies or non-governmental science and technology organizations upon examination and approval of the centralized management authority for the particular industry;
2. enterprise groups established upon approval by the people's government of the relevant province, autonomous regions or municipality directly under the Central Government and those established upon examination and approval of a department authorized by the government;
3. companies engaged in import and export business, the supply of overseas labor or overseas construction work that have been established by government agencies upon examination and approval of a department authorized by the people's government of the relevant province, autonomous region or municipality directly under the Central Government; and
4. enterprises or branches converted into legal persons upon approval of the State Administration for Industry and Commerce in accordance with the relevant provisions.
Article 10 Administrative authorities for industry and commerce of cities, counties and districts (hereinafter referred to as the "districts at or above the county level", hereinafter the same) shall be responsible for administering the registration of enterprises other than those specified in Articles 8 and 9.
Article 11 Local administrative authorities for industry and commerce authorized by the State Administration for Industry and Commerce shall be responsible for administering the registration of foreign-invested enterprises as follows:
1. administrative authorities for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government authorized by the State Administration for Industry and Commerce shall be responsible for administering the registration of foreign-invested enterprises established upon approval of the people's government of relevant province, autonomous region or municipality directly under the Central Government or an agency authorized by such government;
2. administrative authorities for industry and commerce at the city level authorized by the State Administration for Industry and Commerce shall be responsible for administering the registration of foreign-invested enterprises established upon approval of the people's government of relevant city or from an agency authorized by the government.
Article 12 The State Administration for Industry and Commerce and the administrative authorities for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government shall submit information about enterprises approved to register as legal persons to the administrative authority for industry and commerce of the city, county or district where the enterprises are located.
Article 13 Competent registration authorities at all levels may provide consultation services for such units as government organs, enterprises and institutions and non-governmental organizations as well as individuals based on registration file information, statistical data and basic information relating to registrations.
Registration Criteria
Article 14 Any entity that applies for enterprise legal person registration shall meet the following criteria (the criteria for foreign-invested enterprises will be stipulated elsewhere):
1. its name and articles of association are in compliance with the relevant regulations;
2.
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