中华人民共和国公司登记管理条例(英文版)

中华人民共和国公司登记管理条例

(

英文版

)

【颁布单位】：国务院办公厅

【颁布日期】：

1994-06-24

【正

文】：

【题

目】中华人民共和国公司 登记管理条例

(

英文版

)

【颁布单位】国务院办公厅

【颁布日期】

1994.06.24

【生效日期】

1994.07.01

【失效日期】

【时

效

性】有效

Regulations

of

the

People's

Republic

of

China

on

Administration

ofRegistration

of

Companies

(Promulgated on June 24, 1994)

Whole document

Regulations of the People's Republic of China on Administration of

Registration of Companies

(Promulgated on June 24, 1994)

Chapter 1 General Provisions

Article 1

These 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 qualifications of enterprise legal persons of

companies and standardize the registration activities of companies.

Article 2

The establishment, change and closing down of all limited liability

companies and all companies limited by shares (hereinafter referred to as

the company) shall conduct their company registration in accordance with

these Regulations.

Article 3

A company can only obtain the qualifications of an enterprise legal

person after having been approved to register by the company registration

authority as provided by law and having got a Business License of

Enterprise Legal Person.

A company, where it is established after the date of coming into

effect of these Regulations, shall not engage in business activities in

the name of a company without being approved to register by the company

registration authority.

Article 4

The administration for industry and commerce is the company

registration authority.

The company registration authority at a lower level shall conduct

company registration under the leadership of the company registration

authority at a higher level.

The company registration authority does its duty as provided by law,

and does not accept any illegal intervention.

Article 5

The State Administration Bureau for Industry and Commerce is

responsible for company registration of the whole country.

Chapter 2 Jurisdiction of Registration

Article 6

The State Administration Bureau for Industry and Commerce is

responsible for registrations of the following companies:

(1) companies limited by shares which are approved to establish by the

authorized department of the State Council;

(2) companies with investment authorized by the State Council;

(3) limited liability companies in which the investment institution

(s) or department (s) authorized by the State Council is the sole investor

or are the joint investors;

(4) limited liability companies with foreign investment; and

(5) other companies that should be registered by the State

Administration Bureau for Industry and Commerce in accordance with the

provisions of law or of the State Council.

Article 7

The administrations for industry and commerce at the level of a

province, autonomous region or municipality directly under the Central

Government are responsible for the registration of the following companies

in areas under their respective jurisdiction:

(1) companies limited by shares which are approved to establish by the

people's governments of provinces, autonomous regions or municipalities

directly under the Central Government;

(2) companies with investment authorized by the people's governments

of provinces, autonomous regions or municipalities directly under the

Central Government;

(3) limited liability companies in which the investment institution

(s) or department (s) authorized by the State Council and other investors

are the joint capital contributors;

(4) limited liability companies in which the investment institution

(s) or department (s) authorized by the people's government of a province,

autonomous region or municipality directly under the Central Government is

the sole investor or are the joint investors; and

(5) companies of which the registration is entrusted by the State

Administration Bureau for Industry and Commerce.

Article 8

The administration for industry and commerce at the level of a

municipality or a county is responsible for registration of the companies

in the area under its respective jurisdiction other than those listed in

Article 6 and Article 7 of these Regulations, and the concrete

jurisdiction of registration shall be provided by the administration for

industry and commerce at the level of a province, an autonomous region or

a municipality directly under the Central Government.

Chapter 3 Registered Items

Article 9

The registered items of a company include: title, domicile, legal

representative, registered capital, type of enterprise, business scope,

term of operation, names or titles of shareholders of a limited liability

company or of promoters of a company limited by shares.

Article 10

A company's registered items shall be in conformity with provisions of

law and administrative regulations. In case of unconformity, the company

registration authority shall refuse to register.

Article 11

A company's name shall be in conformity with the relevant provisions

of the State. A company can only have one name. The company's name which

has been approved to register by the company registration authority is

protected by law.

Article 12

A company's domicile is the place where the company's administrative

body is located. A company can only have one domicile which has been

registered by the company registration authority. The company's domicile

should be within the jurisdiction area of the company registration

authority.

Article 13

Except that the law and administrative regulations otherwise provide,

the registered capital of a company should be expressed in Renminbi (RMB).

Chapter 4 Registration of Establishment

Article 14

The establishment of a company shall, upon application, be subject to

pre-approval of its name.

Where the establishment of a company must be submitted for examination

and approval in accordance with law or administrative regulations or there

are items in the company's business scope that must be submitted for

examination and approval in accordance with law or administrative

regulations, pre-approval of the company's name should be conducted before

submission for examination and approval, and the examination and approval

shall be submitted for in the name which has been approved by the company

registration authority.

Article 15

In establishing a limited liability company, the name pre-approval

shall be applied for with the company registration authority by the

representative appointed by all the shareholders or by the agent entrusted

jointly by all the shareholders. In establishing a company limited by

shares, the name pre-approval shall be applied for with the company

registration authority by the representative appointed by all the

promoters or by the agent entrusted jointly by all the promoters.

To apply for name pre-approval, the following documents shall be

submitted:

(1) application for name pre- approval signed by all the shareholders

of the limited liability company or by all the promoters of the company

limited by shares;

(2) legal person qualification certificates of the shareholders or of

the promoters or identity certificates of natural persons; and

(3) other documents required to be submitted by the company

registration authority.

The company registration authorities shall make a decision of approval

or refusal within 10 days from the date of receipt of the documents listed

in the above section. Where the company registration authority decides to

approve, it shall issue a Notification of Company's Name Pre- Approval.

Article 16

The period of retention of a company's name as pre- approved is six

months. In the period of retention, the company's name as pre-approved

shall not be used in business activities, nor shall it be assigned.

Article 17

In establishing a limited liability company, the registration of

establishment should be applied for with the company registration

authority by the representative appointed by all the shareholders or by

the agent entrusted jointly by all the shareholders. In establishing a

wholly state-owned company, the registration of establishment should be

applied for by the state-authorized investment institution or the

state-authorized department. Where the establishment of a limited

liability company must be submitted for examination and approval in

accordance with any law or administrative regulations, the registration of

establishment should be applied for within 90 days from the date of

approval. Where the registration of establishment is applied for beyond

the time limit, the applicant should require the examination and approval

authority to confirm the effect of the original approval documents, or

submit for a separate approval.

To apply for establishing a limited liability company, the following

documents should be submitted to the company registration authority:

(1) application for registration of establishment signed by the

chairman of the board of directors of the company;

(2) certificate of appointed representative or jointly entrusted agent

by all the shareholders;

(3) the company's articles of association;

(4) investment verification certificates issued by a legally

authorized investment verification authority;

(5) legal person qualification certificates of the shareholders or

identity certificates of natural persons;

(6) documents indicating the names and residence of the company's

directors, supervisors and managers, and the certificates relating to

their appointments, elections or engagements;

(7) documents of tenure of office and identity certificate of the

company's legal representative;

(8) the Notification of the Company's Name Pre-Approval; and

(9) domicile certificate of the company.

Where any law or administrative regulations require that the

establishment of a limited liability company be subject to examination and

approval, the approval documents concerned shall also be submitted.

Article 18

To establish a company limited by shares, the board of directors

shall, within 30 days of the conclusion of the founding meeting, apply to

the company registration authority for registration of establishment.

To apply for establishing a company limited by shares, the following

documents should be submitted to the company registration authority:

(1) application for registration of establishment signed by the

chairman of the board of directors of the company;

(2) approval documents issued by the departments authorized by the

State Council or the people's government of a province, autonomous region

or municipality directly under the Central Government; For a company

limited by shares which is established by the offer method; the approval

documents issued by the securities administration authorities of the State

Council shall also be submitted;

(3) minutes of the founding meeting;

(4) the company's articles of association;

(5) the auditors's report on financial matters relating to the

preparations for establishment of the company;

(6) investment verification certificate issued by a legally authorized

investment verification authority;

(7) legal person qualification certificates of the promoters or

identity certificates of natural persons;

(8) documents indicating the names and residences of the company's

directors, supervisors and managers, and the certificates relating to

their appointments, elections or engagements;

(9) documents of tenure of office and identity certificate of the

company's legal representative;

(10) the Notification of the Company's Name Pre-Approval; and

(11) domicile certificate of the company.

Article 19

Where there are items in a company's business scope being applied for

registration that should be submitted for examination and approval in

accordance with any law or administrative regulations, examination and

approval should be obtained from the relevant state departments before

applying for registration, and the approval documents should be submitted

to the company registration authority.

Article 20

Where there exists content in the company's articles of association

which is contrary to any law or administrative regulations, the company

registration authority has the power to require the company to make

relevant amendments.

Article 21

The domicile certificate of a company refers to the document which can

prove that the company has the right to use its domicile.

Article 22

A company is founded after the registration of establishment has been

approved and a Business License of Enterprise Legal Person has been issued

by the company registration authority. Upon receipt of the Business

License of Enterprise Legal Person issued by the company registration

authority, the company can engrave seals, open an account with a bank and

apply for registration of paying taxes.

Chapter 5 Registration of Changes

Article 23

To change some registered items, a company shall apply for

registration of modifications with the original company registration

authority.

Where the registration of change has not been approved, the company

shall not presumptuously change any of the registered items.

Article 24

When applying for registration of changes, a company shall submit the

following documents to the company registration authority:

(1) an application for registration of change signed by the company's

legal representative;

(2) a change resolution or decision made in accordance with the

Company Law; and

(3) other documents required to be submitted by the company

registration authority.

Where a company's change of registered items relates to amending the

company's articles of association, the amended articles of association or

the amendment of the articles of association shall be submitted.

Article 25

A company which changes its name should apply for registration of

change within 30 days from the date of making the resolution or decision

on change.

Article 26

A company, where it changes its domicile, should apply for

registration of change before it moves to the new domicile and submit the

certificate of using the new domicile.

Where the changed domicile goes beyond the jurisdiction area of the

company registration authority, the company shall apply for registration

of change with the company registration authority in the place to which

the company will move before it moves to the new domicile. If the company

registration authority in the place to which the company will move accepts

the application, the original company registration authority shall

transfer the company registration files to the company registration

authority in the place to which the company will move.

Article 27

A company which changes its legal representative should apply for

registration of change within 30 days from the date of making the

resolution or decision of modification.

Article 28

A company which changes its registered capital shall submit the

investment verification certificate issued by a legally authorized

investment verification authority.

A company which increases its registered capital shall apply for

registration of change within 30 days from the date of paying in full

share funds. A company limited by shares which increases its registered

capital shall submit the approval documents from the state-authorized

department or the people's government of a province, an autonomous region

or a municipality directly under the Central Government; and if the

company increases its registered capital by the offer method, the approval

documents from the securities administration authorities of the State

Council shall also be submitted.

A company which reduces its registered capital shall apply for

registration of change within 90 days from the date of making the

resolution or decision of reducing its registered capital, and shall

submit the relevant certificates of the company's public notices of

reducing registered capital carried in a newspaper at least three times

and the company's illustration of paying debt or of debt assurance.

Article 29

A company which changes its business scope shall apply for

registration of change within 30 days from the date of making the

resolution or decision of change; Where the change of the business scope

relates to the items which must be submitted for examination and approval

in accordance with law or administrative regulations, the registration of

change shall be applied for within 30 days from the date of approval from

the relevant State department.

Article 30

A company which changes its form shall, in accordance with the

establishment requirements of the company form of the company to which the

company intends to change, apply for registration of change with the

company registration authority in the fixed time limit and submit the

relevant documents.

Article 31

A limited liability company which changes its shareholders, should

apply for registration of change within 30 days from the date of change,

and should submit the legal person qualification certificates of the new

shareholders or the identity certificates of natural persons.

Where a shareholder of a limited liability company or a promoter of a

company limited by shares changes its name or title, the registration of

change shall be applied for within 30 days from the change of name or

title.

Article 32

Where the amendment of a company's articles of association does not

relate to the registered items, the company shall submit its amended

articles of association or its amendment of articles of association to the

original company registration authority for record.