-
（
Adopted by the Fourth Executive
Meeting of the State Council on May
13
，
1988
，
promulgated
by
Decree
No.
1
of
the
State
Council
of
the
People
's
Republic
of
China
on June 3
，
1988
，
and effective as of
July 1
，
1988
）
颁布日期：
19880603
实施日期：
19880701
颁布单位：国务院
Chapter I General
Provisions
Article 1 In accordance with relevant
provisions of the General Principles of
the Civil Law of the People's Republic
of China
，
the present
Regulations are
formulated with a view
to establishing a system for controlling the
registration
of enterprises as legal
persons
，
confirming their
status as such
，
safeguarding
their legitimate rights
and
interests
，
stamping out illegal business
operations
，
and
preserving social and economic order.
Article
2
Any
of
the
following
enterprises
which
are
qualified
as
legal
persons
shall register as such in accordance
with the relevant provisions of the present
Regulations
：
（
1
）
enterprises owned by the whole
people
；
（
2
）
enterprises under collective
ownership
；
（
3
）
jointly operated
enterprises
；
（
4
）
Chinese-foreign
equity
joint
ventures
，
Chinese-foreign
contractual
joint
ventures and foreign-
capital enterprises established within the
territory of the
People's Republic of
China
；
（
5
）
privately operated
enterprises
；
（
6
）
other enterprises required by the law to register
as legal persons.
Article 3 Those enterprises applying
for registration as legal persons shall
be
given
Business
Licenses
for
Enterprises
as
Legal
Persons
and
the
status
of
legal
persons when their
applications for registration have been examined
and approved
by the authorities in
charge of the registration of enterprises as legal
persons
and their legitimate
rights and
interests shall
be protected by laws of
the
State.
Those
enterprises
，
which
are
required
by
law
to
register
as
legal
persons
but
which
have
not
gone
through
the
procedures
of
examination
and
approval
registration
by the authorities in charge of the
registration of enterprises as legal
persons
，
shall
not be allowed to engage in business operations.
Chapter II
Registration Authorities
Article
4
The
authorities
in
charge
of
the
registration
of
enterprises
as
legal
persons
（
hereinafter referred
to
as the registration
authorities
）
are the State
Administration for Industry and
Commerce and administrative departments for
industry
and
commerce
at
various
levels.
Registration
authorities
at
various
levels
shall perform their functions according
to law under the leadership of higher
registration authorities and be free
from unlawful interference.
Article 5 The registration
of national corporations
，
enterprise groups and
corporations
handling
import-export
business
set
up
with
the
approval
of
the
State
Council
or
departments
authorized
by
the
State
Council
shall
be
examined
and
approved
by the State
Administration for Industry and Commerce. The
registration of
Chinese-foreign
equity
joint
ventures
，
Chinese-foreign
contractual
joint
ventures
and foreign-capital enterprises shall
be examined and approved by the State
Administration
for
Industry
and
Commerce
or
by
local
administrative
departments
for
industry and commerce authorized by the
State Administration for Industry and
Commerce.
The registration of son
（
or
branch
）
companies of
national corporations
，
enterprises
，
enterprise groups or companies handling import-
export trade
established
with
the
approval
of
the
people's
governments
of
provinces
，
autonomous
regions or municipalities
directly under the Central Government or
departments
authorized
by
them
shall
be
examined
and
approved
by
the
administrative
departments
for
industry
and
commerce
of
the
provinces
，
autonomous
regions
and
municipalities
directly
under
the
Central
Government.
The
registration
of
other
enterprises
shall
be
examined
and
approved
by
the
administrative
departments
for
industry
and
commerce
of the cities of
counties
（
districts
）
where the enterprises are located.
Article
6
Registration
authorities
at
various
levels
shall
institute
a
file
of
the
registration of enterprises as legal persons and a
system for tabulating
statistics
relating
to
such
registration
，
and
collect
basic
information
about
the
registration of
enterprises as legal persons so as to serve the
development of a
planned commodity
economy. Registration authorities shall
offer
，
in a planned
manner
and
according
to
the
needs
of
society
，
the
service
of
providing
the
public
with data about the
registration of enterprises as legal persons.
Chapter
III
Conditions
for
Registration
and
Entities
to
Apply
for
Registration
Article 7 Entities applying for
registration as enterprises as legal persons
must satisfy the following
conditions
，
i.e.
having
：
（
1
）
name
，
organization and
articles of association
；
（
2
）
fixed sites for business operations and essential
facilities
；
（
3
）
funds
and
employees
in
conformity
with
State
regulations
and
in
line
with
their scale of
production
，
operation or
service
；
（
4
）
ability to bear civil liabilities
independently
；
（
5
）
a
scope
of
business
in
conformity
with
the
provisions
of
the
relevant
laws
，
regulations and policies of the State.
Article 8 The
application of an enterprise for registration as a
legal person
shall be filed by the
person responsible for establishing the
enterprise.
The
registration
as
a
legal
person
of
a
jointly
operated
enterprise
which
bears
civil
liabilities
independently
shall
be
applied
for
by
the
person
responsible
for
initiating the said
enterprise.
Chapter IV Items of Registration
Article 9 The
major items to be registered for an enterprise as
a legal person
are
：
name
，
residence
，
site
for
business
operation
，
legal
representative
，
economic
nature
，
scope of business
，
mode of
operation
，
registered
capital
，
number of
employees
，
duration of operation and subdivisions.
Article 10 An
enterprise as a legal person shall use only one
name. The name
to be used by the
enterprise as a legal person in its application
for registration
shall be examined by
the registration authorities
and
，
after it is approved
and
registered
，
the
enterprise
as
a
legal
person
shall
enjoy
the
right
to
the
exclusive
use of the
registered name within a definite limit.
Those who apply
for establishing Chinese-foreign equity joint
ventures
，
Chinese-foreign contractual joint
ventures or foreign-capital enterprises shall
apply
to
the
registration
authorities
for
registering
the
names
of
the
enterprises
before their contracts and articles of
association are examined and approved.
Article
11
The
legal
representative
of
an
enterprise
as
a
legal
person
，
which
has been registered after examination
and approval by a registration
authority
，
shall
be
the
signatory
who
exercises
functions
and
powers
on
behalf
of
the
enterprise.
The signature of
the legal representative shall be submitted to the
registration
authority for the record.
Article
12
The
registered
capital
of
an
enterprise
as
a
legal
person
represents
the
total
value
of
the
property
the
State
entrusts
to
it
for
operation
and
management
or
that of the property owned by the enterprise
itself.
When an
enterprise as a legal person registers for
starting operations
，
the
discrepancy between the sum of capital
it applies for registration and the sum of
capital it actually possesses shall be
handled in accordance with specific
regulations of the State.
Article 13 The scope of
business of an enterprise as a legal person shall
be
in harmony with its
capital
，
sites
，
equipment
，
employees and
technical force.
It may focus on one line of business as
its main operation while engaging in
other
operations
simultaneously
in
accordance
with
relevant
regulations
of
the
State.
An enterprise as a legal person shall
engage in operations within the scope of
business as approved in registration.
Chapter V
Registration for Starting Operations
Article 14 An enterprise as
a legal person shall apply to a registration
authority
for
registration
for
starting
operations
within
30
days
after
the
approval
of
the
department
in
charge
of
it
or
that
of
an
authority
for
examination
and
approval.
For an enterprise
which does not have a department in charge or
authority for
examination
and
approval
，
its
application
for
registration
for
starting
operations
shall
be
examined
by
a
registration
authority.
The
registration
authority
shall
make
a
decision of approval or disapproval of the
application for registration within
30
days after receiving it.
Article 15 An enterprise as a legal
person shall submit the following papers
when applying for registration for
starting operations
：
（
1
）
an
application
for
registration
signed
by
the
person
responsible
for
its
establishment
；
（
2
）
the
document
of
approval
issued
by
the
department
in
charge
or
the
authority
for
examination and approval
；
（
3
）
its articles of association
；
（
4
）
a
certificate
of
its
credit
worthiness
，
a
certificate
of
the
verification
of its capital or a guarantee for its
capital
；
（
5
）
a
certificate
of
the
identity
of
the
principal
responsible
person
of
the
enterprise
；
（
6
）
a
certificate of the right to use the residence and
site for operation
；
（
7
）
other relevant papers and certificates.
Article 16 When
the application filed by an entity for starting
operations as
an enterprise as a legal
person has been examined and approved by a
registration
authority and a Business
Licenses for Enterprises as a Legal Person is
received
，
the
enterprise
shall
be
considered
as
established.
The
enterprises
as
a
legal
person
may
henceforth have its official seal
made
，
open a bank
account
，
sign contracts
and conduct business operations by dint
of its Business License.
The registration authority
may
，
after a check-
up
，
issue duplicates of the
Business
License
，
if
the
enterprise
as
a
legal
person
needs
them
for
its
business
operations.
Chapter VI Changes in Registration
Article 17 An
enterprise as a legal person shall apply for
making changes in
its registration
whenever it changes its
name
，
residence
，
site
，
legal
representative
，
economic
nature
，
scope
of
business
，
mode
of
operation
，
registered
capital
or
duration
of
operation
and
whenever
it
increases
or
disbands
its
branches.
Article 18 An enterprise as a legal
person shall apply to the registration
authority for making changes in its
registration within 30 days after the changes
are approved by the department in
charge or by the authority for examination and
approval.
Article 19 An enterprise as a legal
person shall apply to the registration
authority
for
making
changes
in
its
registration
，
or
for
registration
for
starting
operations
or
for
cancelling
its
registration
，
whenever
it
is
split
up
，
or
merged
with others or moved
elsewhere
，
within 30 days
after these changes are approved
by the
department in charge or by the authority for
examination and approval.
Chapter VII Cancellation of
Registration
Article 20 An enterprise as
a legal person
shall go
through the procedures
for
cancelling its registration with the
registration authority when it closes
down
，
is
dissolved
，
declares
bankruptcy
or
terminates
its
business
operations
for
other
reasons.
Article 21 Whenever an enterprise as a
legal person is to cancel its
registration
，
it
must submit an application signed by its legal
representative
，
a
document of approval issued by the department in
charge or by the authority for
examination
and
approval
，
a
certificate
showing
the
completion
of
the
clearing
up
of
its
liabilities
，
or
a
document
showing
that
a
liquidation
organization
will
be
responsible
for
clearing
up
its
creditor's
rights
and
liabilities.
The
registration
authority
，
after
examining
and
approving
the
application
，
shall
recall
the
Business
License for
Enterprise as a Legal
Person
，
duplicates of the
License
，
take over
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