Decision of the State Council on the Revision of the Administrative Regulations of the People's Republic of China on Company Registration

Decision of the State Council on the Revision of the Administrative Regulations of the People's Republic of China on Company Registration

Order of the State Council No.451

December 18,2005

The Decision of the State Council on Revising the Administrative Regulations of the People's Republic of China on Company Registration is hereby promulgated and shall come into force as of January 1, 2006.

Premier Wen Jiabao

Decision of the State Council on Revising the Regulation of the People's Republic of China on the Administration of Company Registration

The State Council has decided to make the following revisions on the Regulation of the People's Republic of China on the Administration of Company Registration:

Article 1 One paragraph shall be inserted into Article 2 as paragraph 2: "As to an application for company registration, the applicant shall be responsible for the authenticity of the application documents and materials."

Article 2 The Article 6 shall be revised as: "The State Administration for Industry and Commerce shall take charge of the registration of the following companies:
" 1. A company, for which the state-owned assets supervision and administration institution of the State Council performs the functions and duties of a capital contributor, as well as a company, which is established by the investment of the aforesaid company that holds more than 50% shares therein;
2. A foreign-funded company;
3. A company 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. Any other company that shall be subject to the registration of the State Administration for Industry and Commerce according to the relevant provisions."

Article 3 The Article 7 shall be revised as: "The administration for industry and commerce of a province, autonomous region or municipality directly under the Central Government shall take charge of the registration of the following companies within its administrative division:
1. A company, for 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 and duties of a capital contributor, as well as a company, which is established by the investment of the aforesaid company that holds more than 50% shares therein;
2. A company as established by the investment of a natural person subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;
3. A company subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government according to the relevant laws, administrative regulations, and decisions of the State Council; and
4. Any other company subject to the registration of an organ as authorized by the State Administration for Industry and Commerce."

Article 4 The Article 8 shall be revised as: "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 take charge of the registration of the following companies within its administrative division:
"1. Any company other than the companies as prescribed in Articles 6 and 7 of the present Regulation; and
2. A company 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 over registration as prescribed in the preceding paragraph shall be prescribed 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 take charge of the registration of joint stock limited companies."

Article 5 One article shall be inserted as Article 14: "The form for shareholders to contribute capital shall comply with the provisions of Article 27 of the Company Law of the People's Republic of China. Where any shareholder contributes capital in any other property form other than currency, in-kind, intellectual property or land use right, the measures for registration thereof shall be prescribed by the State Administration for Industry and Commerce in collaboration with the relevant departments of the State Council.
"No shareholder may make any contribution based on labor, creditworthiness, name of a natural person, goodwill, franchise or any property to which any guaranty has been set.

Article 6 One article shall be inserted as Article 15: "The business scope of a company shall be stipulated by the constitution thereof and shall be subject to registration according to law."
"As to the terminology applied in the business scope of a company, the standards for industrial categories of the national economy shall be referred to."

Article 7 One article shall be inserted as Article 16: " The companies are classified into limited liability companies and joint stock limited companies.
As to any 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 shall be indicated in the business license thereof as well."

Article 8 The Article 17 shall be changed into Article 20 and an item shall be inserted into paragraph 2 as item 5.: "Where the initial capital contributions made by a shareholder is non-monetary property, the certification documents showing that the formalities for transferring the property thereof have been settled shall be submitted when the company handles the formalities for the registration of establishment.
One paragraph shall be inserted as paragraph 3: "The initial capital contributions made by a shareholder of a foreign-funded limited liability company shall comply with the provisions of relevant laws and administrative regulations, and the surplus shall be contributed in full amount within 2 years as of the establishment of the company.
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