Regulations of the People's Republic of China on Administration of Registration of Companies (1994)
Regulations of the People's Republic of China on Administration of Registration of Companies (1994)
Regulations of the People's Republic of China on Administration of Registration of Companies (1994)
Guo Wu Yuan Ling No.156
June 24, 1994
Chapter I General Provisions
Article 1 The Regulations are formulated in accordance with the Company Law of the People's Republic of China(hereinafter referred to as the Company Law) in order to affirm the legal person status of company and to normalize the procedure of the registration of company.
Article 2 Establishment, alteration and termination of limited liability company and company limited by shares(hereinafter referred to as company) shall make the company registration in accordance with the provisions of these Regulations.
Article 3 A company shall be granted legal person status only after it has been registered and approved to receive a "Corporate Business License" after the approval of registration by the company registration authority in accordance with the law.
After the effective date of these Regulations, any newly established company shall not be allowed to conduct business activities in the name of a company, should the company have not been approved to be registered by the company registration authority.
Article 4 The administrations for industry and commerce shall be the company registration authorities.
The lower-level company registration authority shall function the registration of company under the supervision of higher-level company registration authority.
Company registration authority shall perform duties in accordance with the law and free from unlawful interference.
Article 5 The State Administration for Industry and Commerce shall be in charge of the work of registration of company in China.
Chapter II Jurisdiction of Registration
Article 6 The State Administration for Industry and Commerce shall be responsible for the registration of the following categories of company:
1. A company limited by shares whose establishment was approved by a department authorized by the State Council;
2. A company invested under authorization by the State Council;
3. A limited liability company invested and established by the State Council's authorized investment organ(s) or department(s) jointly or solely;
4. A foreign investment limited liability company established; or
5. Other companies subject to registration by the State Administration for Industry and Commerce in accordance with laws of the State or regulations of the State Council.
Article 7 The administrations for industry and commerce of the provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for the registration of the following categories of company within their jurisdiction areas:
1. A company limited by shares whose establishment was approved by the people's government of the province, autonomous region or municipality directly under the Central Government;
2. A company invested under authorization by the people's government of the province, autonomous region or municipality directly under the Central Government;
3. A limited liability company invested and established by the State Council's authorized investment organ(s) or department(s) jointly with other investor(s);
4. A limited liability company invested and established solely or jointly by authorized investment organ(s) or department(s) of the people's government of the province, autonomous region or municipality directly under the Central Government; or
5. A company entrusted registering by the State Administration for Industry and Commerce.
Article 8 The administrations for industry and commerce of the city and county shall be responsible for the registration of company other than those listed in Article 6 and 7 of these Regulations. Specific jurisdiction of registration shall be regulated by the administration for industry and commerce of the province, autonomous region or municipality directly under the Central Government.
Chapter III Items for Registration
Article 9 The items for registration of company shall include its title, domicile, legal representative, registered capital, enterprise type, scope of business, duration of operations and names or titles of the shareholders of a limited liability company, or the promoters of a company limited by shares.
Article 10 The items for registration of a company shall be in compliance with the provisions of laws and administrative regulations. Items which are not in compliance with the provisions of laws and administrative regulations shall not be accepted for registration by the company registration authority.
Article 11 A company title shall be in compliance with the relevant stipulations of the State. A company shall be permitted to use only one title. A company title which has been approved and registered by company registration authority shall be protected by the law.)>
Article 12 A company's domicile shall be at the place of its head office. A company registered by company registration authority shall have only one domicile. A company's domicile shall be situated within the jurisdiction area of the company registration authority.
Article 13 Except for other provisions stipulated by laws and administrative regulations, a company's registered capital shall be shown in Renminbi.
Chapter IV Registration of Establishment
Article 14 In order to establish a company, an application for registering the title of the company shall be submitted for pre-approval.
In case that the establishment of a company, or the projects of a company's business scope shall be reported for examination and approval as stipulated in laws and regulations, the company shall complete its title pre-approval procedure before the aforesaid examination and approval. The title approved by company registration authority shall be adopted for the aforesaid examination and approval.
Article 15 The application for pre-approval of a title of the limited liability company shall be submitted by a designated representative or an agent entrusted by the shareholders to the company registration authority. The application for pre-approval of a title of the company limited by shares shall be submitted by a designated representative or an agent entrusted by the promoters to the company registration authority.
To apply for pre-approval of a company title, the following documents shall be submitted:
1. A written application for pre-approval of the company title signed by the shareholders of the limited liability company or the promoters of the company limited by shares;
2. Qualification certificates of the legal person status of the shareholders or promoters; or the identification of a natural person;
3. Other documents required for submission by the company registration authority.
Company registration authority shall, within 10 days after receiving the documents listed in the preceding paragraph of this Article, make a decision on the approval or rejection of the application. If an application for registering the title of a company is approved by company registration authority, a "Notice of Pre-approval of Enterprise Title" shall be issued.
Article 16 The reservation period of the pre-approved company title shall be 6 months. Within the reservation period, the pre-approved company title shall not be used for business, neither transferred.
Article 17 In order to establish a limited liability company, an application for registering the establishment of the company shall be submitted to company registration authority by a designated representative or an agent entrusted by shareholders.
......