"Companies Registration Regulations,"
"Companies Registration Regulations,"
PRC State Council Order No. 451
Is hereby given that "the State Council on Revising <Republic of China Company Registration" decision ", since January 1, 2006 shall come into force.
Premier Wen Jiabao
December 18, 2005
State Council on Revising the "Republic of China Company Registration" decision
The State Council decided on the "People's Republic of Company Registration Regulations" be amended as follows:
A second is added as the second paragraph: "to apply for company registration, the applicant shall file the application, the material responsible for the authenticity."
Second, the revised Article VI: "The State Administration for Industry and Commerce is responsible for the registration of the following companies:
"(A) State-owned assets supervision and administration agency to perform the responsibilities of investor companies and the company invested and holds 50% of the shares of the company;
"(B) foreign investment company;
"(C) in accordance with laws, regulations or administrative provisions of the State Council decided, should be by the State Administration for Industry and registered company;
"(D) The State Administration for Industry and regulations should be registered by other companies."
Third, the seventh amended to read: "provinces, autonomous regions and municipalities responsible for Industry and Commerce Administration following the company's registration area:
"(A) provinces, autonomous regions and municipalities of the state-owned assets supervision and management institutions to carry out the responsibilities of investor companies and the company invested and holds 50% of the shares of the company;
"(B) provinces, autonomous regions and municipalities by Industry and Commerce Administration provides a natural person registered investment company established;
"(C) in accordance with laws, regulations or administrative provisions of the State Council decided, should the provinces, autonomous regions and municipalities Administration for Industry and registration of companies;
"(D) The State Administration for Industry and Commerce authorized the registration of other companies."
Fourth, the eighth amended to read: "The city divided into districts (regions) Business Administration, County Administration for Industry and municipalities, industrial and commercial administrative branch, a city with districts Administration for Industry Branch, responsible for the area following the company's registration:
"(A) the provisions of Article 6 and Article VII other than the company listed in the company;
"(B) State Administration for Industry and the provinces, autonomous regions, municipalities, Industry and Commerce Administration authorized the registration of the company.
"Preceding the specific registration under the jurisdiction of provinces, autonomous regions, municipalities, Industry and Commerce Administration regulations, but one of the Corporation by the districts of the city (region) is responsible for registration of Industry and Commerce Administration."
Fifth, be added as Article XIV: "Shareholders of the funding approach should meet the" Company Law "provisions of Article 27. Shareholders in money, kind, intellectual property, other than land use rights of property investment, and its registration procedures by the State Administration for Industry and relevant departments under the State Council.
"Shareholders shall not labor, credit, natural name, goodwill, franchise or a security such as investment property."
Sixth, be added as Article XV: "The business scope of the articles of association, and legally registered.
"The company's business scope language should refer to the national industry classification standards."
Seven, be added as Article XVI: "The company types, including limited liability companies and limited.
"One person limited liability company registered in the company should indicate a natural person or legal entity wholly owned, and set forth in the company's business license."
Eight, the Article XVII to Article XX, as in the second paragraph to add a fifth: "non-monetary assets of shareholders for the first time investor, it shall submit the company has set up registration procedures for the transfer of its property that documents; "
Added as the third paragraph: "foreign investment limited liability company's shareholders for the first time the amounts of capital should comply with laws, administrative regulations, the rest of the establishment of the company shall, within two years from the date paid, an investment company, can paid within five years. "
Nine, the Article 18 to Article 21, an additional paragraph as the third paragraph: "to raise way to establish Inc., shall also submit minutes of meetings of the General Assembly created; to raise public offering of shares is established by means Inc. shall also be submitted to the State Council securities regulatory agency approval documents. "
Added as Article 4 : "laws, administrative regulations or decisions of the State Council approved the establishment of the Corporation must be reported, the relevant approval documents shall also be submitted."
Ten, will be replaced by Article 24 Article 27, is added as the third paragraph: "to change registration items in accordance with laws, administrative regulations or decisions of the State Council shall be approved prior to registration, should also be submitted to company registration authority relevant documents of approval. "
XI, Article 28 will be changed to Article 31, paragraph amended to read: "the company increases its registered capital, shareholders subscribed limited liability company and limited new capital in the shareholders to subscribe for new shares shall be separately in accordance with "Company Law" to establish limited liability companies and the establishment of capital contributions to pay monies Ltd. relevant provisions. Corporation for Public Offering of new shares or non-public listed companies to issue new shares to increase the registered capital shall also be submitted to the State Council securities regulatory agency approval documents. "
Added as the third paragraph: "the legal accumulation fund for the company's registered capital, capital verification certificate shall set forth the retention of the fund before the increase by transferring the registered capital of not less than 25%."
Added as Di Wukuan: "The company's registered capital after the capital reduction shall not be less than the statutory minimum."
XII is added as Article 32: "Changes paid-up capital of the company, shall submit the capital verification institution legally established capital verification certificate and articles of association shall set out the investment of time, capital contributions of contribution the company should self-funded or full payment of monies within 30 days from the date of application for change of registration. "
XIII, Article 29 will be changed to Article 33, is added as the second paragraph: "The business scope of a legal, administrative regulations or decisions of the State Council approved the project subject to suspension, revocation of license or other approved documents, or permit, other approval document expires, they shall be revoked, revoke a permit, license or other approved documents, other documents of approval expires within 30 days from the date of application for change of registration or in accordance with Chapter VI of the Ordinance provision for cancellation of registration. "
XIV will Article 31 to Article 35, is added as the second paragraph: "limited liability company after the death of individual shareholders, the shareholders eligible to inherit his legal successor, the company shall apply for alteration registration in accordance with the preceding paragraph . "
Fifth, added as Article 36: "The company branch registration of change related to change registration items, the company shall change the registration within 30 days from the date of application for registration of branch change."
XVI added as 41: "Company in accordance with" Company Law "Article 22 provides for changes to the company registration authority for revocation of registration, it shall submit the following documents:
"(A) an application signed by the legal representative of the company;
"(B) people's court referee instrument."
XVII is added as Article 42: "dissolution of the company, which shall be liquidated, the liquidation group shall, within 10 days from the date of the establishment of the liquidation committee, the list of the liquidation group is responsible for filing the company registration authority."
Eighth, to Article 37 to Article 44, is added as the second paragraph: "state-owned company for cancellation of registration, should also be submitted to the state-owned assets supervision and administration decisions, which the State Department to determine the importance of state-owned owned companies, but also the people's governments shall submit the approval documents. "
Ninth, to delete Article 40.
XX will be replaced by Article 42 Article 48, as in the second paragraph to add a fourth: "branch head office files and proof of identity;"
Added as the third paragraph: "laws, administrative regulations or the provisions of the State Council decided to set up branch offices must be reported to the approved scope of business or branch in a legal, administrative regulations or decisions of the State Council, subject to approval before registration of the project , the relevant approval documents shall also be submitted. "
Added as Article 4 : "branch of the company registration authority to grant registration and issue a" business license. "Subsidiary company shall, within 30 days from the date of registration, holding branch" business license "to the company registration authority for for the record. "
Twenty-first, added as Article 51 : "the applicant company, branch registration, the applicant can submit applications to the company registration authority can also be by letter, telegram, telex, fax, electronic data interchange and e-mail way to apply.
"By telegraph, telex, fax, electronic data interchange and e-mail application, etc., it shall provide the applicant's contact information and mailing address."
XXII added as Article 52: "The company registration organ shall, according to the following decisions were made whether to accept:
"(A) the application documents and materials are complete, comply with the statutory form, or the applicant in accordance with the requirements of the company registration authority to submit all the supplementary application documents and materials, shall decide to accept.
"(B) the application documents and materials are complete and meet the statutory form, but the company registration authority that the application documents and materials need to be verified, shall decide to accept, while writing to the applicant to verify the matter, reason and time.
"(C) the application documents and materials exist to correct the wrong spot, the spot should allow the applicant to be corrected by the applicant at the correct signature or seal, indicate the correct date; confirmed the application documents and materials are complete and meet the statutory form, shall decide to accept.
"(D) the application documents, materials are incomplete or do not meet the statutory form, on the spot or within five days inform the applicant of all content to be supplemented; spot this time, should the application documents and materials returned to the applicant; belongs to 5 days informed, should receive the application documents, materials and issue a receipt of the application documents, materials, credentials, it fails to do, and receipt of application documents and materials shall be the date of acceptance.
"(E) does not belong to the company registration authority area or not within the jurisdiction of registration matters, the decision should not be accepted immediately, and inform the applicant to apply to the relevant administrative authorities.
"The company registration authority by letter, telegram, telex, fax, electronic data interchange and e-mail and other means of application, shall receive the application documents and materials within 5 days from the date of the decision made whether to accept."
Xxiii, added as Article 53: "Except as provided in section 54, paragraph (a) make the decision to grant registration, the company decided to accept the registration authority shall issue a" notice received book "; decided not to accept, it shall issue a" refusal notice ", indicating the reasons for refusal and inform the applicant of the right to apply for administrative reconsideration or bring an administrative lawsuit."
XXIV added as Article 54: "The company decided to accept the registration authority for the registration, each case should be made within the prescribed time limit the decision whether to grant registration:
"(A) the applicant to the application made by the company registration authority to be accepted, should be made on the spot decision to grant registration.
"(B) the applicant filing the application by letter to be accepted, it shall, within 15 days from the date of acceptance to make the decision to grant registration.
"(C) by telegram, telex, fax, electronic data interchange and e-mail submission of the application, the applicant shall receive a" notice of acceptance "within 15 days, submit the telegram, telex, fax, electronic data interchange and e-mail and consistent application documents meet the statutory form, original materials; the applicant to the company registration authority to submit application documents and materials of the original, should be made on the spot decision to grant registration; the applicant to submit application documents by correspondence , the original material, shall within 15 days from the date of acceptance to make the decision to grant registration.
"(D) the company registration authority shall issue a" notice of acceptance "within 60 days from the date, not received the application documents, original documents or application documents, original documents and company registration authorities accept the application documents, inconsistent material, should be made the decision not to register.
"Companies need to apply for registration authority documents, materials verification, acceptance shall be made within 15 days from the date of the decision of whether to grant registration."
XXV, added as Article 55: "Company Name registration authorities to grant pre-approval decision, it shall issue a" Company Name pre-approval notice "; the decision to approve the company registration, it shall issue a" grant to establish registration notice ", since the decision to inform the applicant within 10 days from the date of receiving the business license; the decision to approve the company's change of registration, it shall issue a" notice of change of registration granted, "inform the applicant from the date of the decision within 10 days for business license; to approve the company's decision to cancel the registration, it shall issue a "notice of cancellation of registration granted," collection of business license.
"The name of the company registration authority shall not make pre-approved, non-registration of the decision, shall issue a" Company Name rejection notice "," registration rejection notice ", indicating disapproval, the reasons for the registration and inform the applicant the right to apply administrative reconsideration or bring an administrative lawsuit. "
XXVI, be Article 46 to Article 56, paragraph revised as: "get" business license "the establishment of registration fees by the total registered capital of 0.8 ‰ to pay; registered capital of more than 1000 million , the excess payment by 0.4 ‰; registered capital of over $ 100 million, the excess will not pay. "
Xxvii, be Article 49 to Article 59, amended to read: "Each year March 1 to June 30, the company registration authority to conduct the annual inspection."
Xxviii, be Article 54 to Article 64, third paragraph to read: "to make changes to the company registration authority according to the registration, cancellation of registration, revocation of the decision to change the registration, the company refused to surrender the business license or can not be handed in , the announcement by the company registration authority business license invalid. "
29, Article 63 will be changed to Article 73, is added as the second paragraph: "The company is not in accordance with the regulations for the record, the company registration authority shall order processing; fails to go through, a fine $ 30,000 fine. "
Thirty, will be changed to Article 64, Article 74 is added as the second paragraph: "The company during the liquidation, hiding assets, balance sheet or inventory any false record or outstanding debts before distribution company's property, the company registration authority shall order rectification and impose a hidden property of the company's debt or not the amount of property of the company before the distribution of 5% to 10% of the fine; directly in charge and other directly responsible persons sentenced to more than 1 million $ 100,000 fine. "
Added as the third paragraph: "The company in liquidation and liquidation carried out during the unrelated business activities, the company registration authority to be a warning, confiscate the illegal income."
XXXI, will be replaced by Article 65 Article 75 is added as the second paragraph: "the liquidation group members use their relatives and friends, to seek illegal income or occupation of property of the company, the company registration authority shall order the property returned to the company , confiscate the illegal income, and 1 times the illegal income may be imposed more than five times the fine. "
XXXII, delete Article 66.
Xxxiii, delete Article 67.
Xxxiv, added as Article 79: "Commitment asset valuation, capital verification or validation of the institutions providing false materials, the company registration authority shall confiscate the illegal income, impose a 1 times the illegal income of more than five times the fine, and can by the competent department concerned shall order the closure of the agency, directly responsible for the revocation of certificates, revocation of business licenses.
"Commitment to asset valuation, capital verification or validation of the institution to provide a significant omission due to negligence of the report, the company registration authority shall order rectification, serious, punishable by income more than doubled five times the fine, and by the competent authorities to order the closure of the agency, directly responsible for the revocation of certificates, revocation of business licenses. "
35, delete Article 71 .
XXXVI, added as Article 83: "violation of foreign companies," Company Law ", without setting up branches in China, the company registration authority shall order rectification, or closed, may impose more than 50,000 yuan 200,000 yuan shall be imposed. "
Xxxvii, is added as Article 84: "With the company name to endanger national security, public interests of serious violations, revoke the business license."
38, added as Article 85 : "the provisions of this chapter, branch violations of applicable provisions of this chapter."
Thirty-ninth, is added as Article 86: "violation of the regulations, constitutes a crime, be held criminally responsible."
40, to delete Article 74.
XLI is added as Article 88: "The law, administrative regulations or decisions of the State Council approved the establishment of the company must be reported, or company operates in a legal, administrative regulations or decisions of the State Council shall be subject to approval before registration project by the State Administration for Industry and Commerce in accordance with laws, administrative regulations or requirements of the State Council decided to pre-registration administrative license directory business and published. "
In addition, the provisions of the order and some text to make the appropriate adjustments and modifications.
This Decision January 1, 2006 shall come into force.
"Republic of China Company Registration," according to this decision be amended accordingly and re-promulgated.
Republic of China Company Registration
(June 24, 1994 the PRC State Council Order No. 156 issued, according to the December 18, 2005, "the State Council on Revising <Republic of China Company Registration" decision "Amendment)
Chapter I General Provisions
The first to confirm the company's corporate legal personality, standardizing the registration act, based on "Company Law" (hereinafter referred to as "Company Law"), the enactment of this Ordinance.
The second limited liability company and Company Limited (hereinafter referred to as companies) to establish, change, termination, shall be in accordance with the regulations for company registration.
Apply for company registration, the applicant shall file the application, the material responsible for the authenticity.
Article company legally registered by the company registration authority to collect a "business license" in order to obtain corporate status.
Since the effective date of the Ordinance setting up a company, without the company registration authority, the name of a company shall not engage in business activities.
Article industrial and commercial administrative organs of the company registration authority.
Lower company registration organ at a higher level under the leadership of the company registration authority to carry out registration of the company.
The company registration authority to perform their duties according to law, without unlawful interference.
The state Administration for Industry and head of the national registration of companies.
Chapter II Registration jurisdiction
The State Administration for Industry and Commerce is responsible for the registration of the following companies:
(A) State-owned assets supervision and administration agency to perform the responsibilities of investor companies and the company invested and holds 50% of the shares of the company;
(B) foreign investment company;
(C) in accordance with laws, administrative regulations or the provisions of the State Council decided, should be by the State Administration for Industry and registered company;
(D) The State Administration for Industry and regulations should be registered by other companies.
Article provinces, autonomous regions and municipalities responsible for Industry and Commerce Administration following the company's registration area:
(A) the provinces, autonomous regions and municipalities of the state-owned assets supervision and management institutions to carry out the responsibilities of investor companies and the company invested and holds 50% of the shares of the company;
(B) the provinces, autonomous regions and municipalities by Industry and Commerce Administration provides a natural person registered investment company established;
(C) in accordance with laws, administrative regulations or the provisions of the State Council decided, should the provinces, autonomous regions and municipalities Administration for Industry and registration of companies;
(D) The State Administration for Industry and Commerce authorized the registration of other companies.
Article VIII of the city districts (regions) Business Administration, County Administration for Industry and municipalities, industrial and commercial administrative branch, a city with districts Administration for Industry Branch, the area responsible for the registration of the following companies:
(A) The provisions of Article 6 and Article VII other than the company listed in the company;
(B) the State Administration for Industry and the provinces, autonomous regions, municipalities, Industry and Commerce Administration authorized the registration of the company.
Specific registration as stipulated under the jurisdiction of provinces, autonomous regions, municipalities, Industry and Commerce Administration regulations. However, one of the Corporation by the districts of the city (region) Industrial and Commercial Administration Bureau is responsible for registration.
Chapter registration matters
Article IX's registration include:
(A) name;
(B) residence;
(C) the legal representative;
(D) the registered capital;
(E) Paid-up capital;
(F) type;
(G) Scope of business;
(Viii) operating period;
(I) the shareholders or limited liability company's name or the name of the sponsor Inc., and subscribed and paid-in capital contributions to fund the time of contribution.
Article matters shall conform to the company's registration laws and administrative regulations. Not meet the legal and administrative regulations, the company registration organ shall not register.
Article XI Company shall comply with relevant regulations. Company can only use one name. Approved and registered by the company registration authority of the company name protected by law.
Article XII of the company's domicile is the company's main office is located. The company registration authority of the company's home can only have one. The company's domicile shall be in the company registration authority area.
Article XIII of the company's registered capital and paid-up capital should be expressed in RMB, the legal and administrative regulations, except as otherwise provided.
Article XIV of the funding approach should be in line with shareholders, "Company Law" provisions of Article 27. Shareholders in money, kind, intellectual property, other than land use rights of property investment, and its registration procedures by the State Administration for Industry and relevant departments under the State Council.
Shareholders shall not labor, credit, natural name, goodwill, franchise or a security such as investment property.
Article XV The business scope of the articles of association, and legally registered.
The business scope of language should refer to the national industry classification standards.
Article XVI company types, including limited liability companies and limited.
One-person limited liability company registered in the company should indicate a natural person or legal entity wholly owned, and set forth in the company's business license.
Chapter set up a registration
Article XVII shall apply for the establishment of the company name approval.
Laws, administrative regulations or decisions of the State Council approved the establishment of the company must be reported, or company operates in a legal, administrative regulations or decisions of the State Council shall be approved prior to registration project, shall be submitted for approval pre-approved company name , and the company registration authority for approval of the company name submitted for approval.
Article 18 The establishment of a limited liability company, all shareholders shall be designated by the representative or agent jointly entrusted to the company registration authority for name approval; establish Inc., the sponsor should be designated by the representative of all or agent jointly entrusted to the name of the company registration authority for pre-approval.
Name pre-approval application should submit the following documents:
(A) the limited liability company or joint stock of all the shareholders of the company name all the sponsors signed pre-approved application;
(B) the designated representative of all the shareholders or promoters or co-agent of the certificate;
(C) The State Administration for Industry and other documents required by the regulations.
Article 19 The name of the company pre-approved retention period of 6 months. Pre-approved company name in the reservation period, the shall not be used to engage in business activities, is not transferable.
Diershitiao a limited liability company, all shareholders shall be designated by the representative or agent jointly entrusted to the company registration authority for registration of establishment. The establishment of state-owned companies should be decided by the State or local governments authorized by the people's government of state-owned assets supervision and administration, as the applicant, apply for registration. Laws, administrative regulations or the provisions of the State Council decided to set up a limited liability company must be subject to approval, it shall, within 90 days from the date of approval to the company registration authority for registration of establishment; Late apply for registration, the applicant shall be submitted to approval authorities confirm that the original approval documents effectiveness or otherwise of approval.
Apply a limited liability company, company registration authority shall submit the following documents:
(A) the establishment of the legal representative to sign the registration application;
(B) the designated representative of all the shareholders or co-agent of the certificate;
(C) the articles of association;
(D) lawfully established capital verification agency verification certificate issued, laws, administrative regulations, except as otherwise provided;
(E) shareholders for the first time a non-monetary contribution of property, it shall submit the company has set up registration procedures for the transfer of their property documents;
(F) the qualification certificate or the shareholders of the natural person identification;
(G) specify the directors, supervisors and manager's name, residence documents and related appointment, election or appointment of proof;
(H) the legal representative of the company office documents and proof of identity;
(Ix) Company Name pre-approval notice;
(J) the company domicile;
(Xi) State Administration for Industry and other documents required by the regulations.
Foreign investment limited liability company's shareholders for the first time the amounts of capital shall comply with laws, administrative regulations, the rest of the establishment of the company shall within two years from the date paid, an investment company, can be paid in five years.
Laws, administrative regulations or the provisions of the State Council decided to set up a limited liability company must be reported to the approval of, the relevant approval documents shall also be submitted.
Twenty-one Co., Ltd. set up should be decided by the board of directors to the company registration authority for registration of establishment. Way to raise the establishment Inc., should be at the inaugural meeting within 30 days after the company registration authority to apply for registration.
Apply for the establishment Inc., the company registration authority shall submit the following documents:
(A) the establishment of the legal representative to sign the registration application;
(B) the designated representative of the board of directors or co-agent of the certificate;
(C) the articles of association;
(D) lawfully established capital verification agency verification certificate issued;
(E) sponsor for the first time a non-monetary contribution of property, it shall submit the company has set up registration procedures for the transfer of their property documents;
(F) the main sponsor of the natural person identification or proof of qualifications;
(G) specify the directors, supervisors, managers name, address and the relevant documents appointment, election or appointment of proof;
(H) the legal representative of the company office documents and proof of identity;
(Ix) Company Name pre-approval notice;
(J) the company domicile;
(Xi) State Administration for Industry and other documents required by the regulations.
Way to raise the establishment Inc., shall also submit minutes of meetings of the General Assembly established; way to raise public offering of shares of the Corporation set up, should also be submitted to the State Council securities regulatory agency approval documents.
Laws, administrative regulations or decisions of the State Council approved the establishment of the Corporation must be reported, the relevant approval documents shall also be submitted.
Article 22 The business scope of the company applying for registration in a legal, administrative regulations or decisions of the State Council shall be approved prior to registration project, before the application for registration shall be reported to the national authorities approval, the company registration authority to submit the relevant approval file.
Article 23 The articles of association in violation of laws and administrative regulations of the content, the company registration authority have the right to require the company to be amended accordingly.
Article 24 refers to the company's domicile to prove that the company enjoys the right to use their residence documents.
Article 25 legally established company, the company registration authority shall issue "business license." Date of issuance of business license for the company established. With the company registration authority issued by the company's "business license" engraved seal, open a bank account, apply for tax registration.
Chapter V Registration of Change
Article 26 The registration of the company to change and should change the original company registration authority for registration.
Without change of registration, registration of the company shall not change.
Article 27's application for change of registration, company registration authority shall submit the following documents:
(A) signed by the legal representative of the company's application for change of registration;
(B) in accordance with "Company Law" to change the resolution or decision;
(C) The State Administration for Industry and other documents required by the regulations.
Company change of registration issues involving amendments to the Articles shall be submitted signed by the legal representative of the company's revised articles of association or articles of association amendment.
Change registration items in accordance with laws, administrative regulations or decisions of the State Council shall be approved prior to registration, should also submit to the company registration authority approval documents.
Article 28 changed the company name, change the resolution or decision shall be made within 30 days from the date of application for change of registration.
Article 29 The company changed residence, should be home before moving into the new application for change of registration, and submit proof of use of the new residence.
Company changes residence across the company registration authority area, it should be before moving into the new home to move to the company registration authority to apply for change of registration; moved to accept the company registration authority, the original company registration authority to register the transfer of files to move to company registration authority.
Article 30 The company changes its legal representative, shall change the resolution or decision within 30 days from the date of application for change of registration.
Article 31 company changes its registered capital shall be submitted to the verification organization legally established capital verification certificate.
Company increases its registered capital, shareholders subscribed limited liability company and limited new capital in the shareholders to subscribe for new shares, shall be respectively in accordance with "Company Law" limited liability company established and funded the establishment of Corporation to pay monies to pay the relevant provisions of implementation. Limited to public listed companies to issue new shares or by way of non-public offering to increase the registered capital shall also be submitted to the State Council securities regulatory agency approval documents.
Legal accumulation fund for the company's registered capital, capital verification certificate shall contain at least retained the fund before the increase by transferring 25% of registered capital.
Company to reduce its registered capital shall be the date of the announcement after 45 applications for change of registration, and shall submit a newspaper published in the registered capital of the company to reduce the proof and the notice of the debt settlement company debt guarantees or description.
Company registered capital after the capital reduction of not less than the statutory minimum.
Article 32 Changes paid-up capital of the company, shall submit the capital verification institution legally established capital verification certificate and articles of association shall set out the investment of time, payment of contribution funding. The company shall pay the full funding or monies within 30 days from the date of application for change of registration.
Article 33 of the company change its business scope, change the resolution or decision shall be made within 30 days from the date of application for change of registration; change business covering laws, administrative regulations or decisions of the State Council shall be approved prior to registration project, shall approved by national authorities within 30 days from the date of application for change of registration.
The company's business scope of a legal, administrative regulations or decisions of the State Council approved the project subject to suspension, revocation of license or other approval documents, licenses or other approved documents expired, they shall be revoked, revoke a permit, other approval document or license, other approval document expires within 30 days from the date of application for change of registration or in accordance with the provisions of Chapter VI of the Ordinance for cancellation of registration.
Article 34's type of change, it should be changed according to the type of company to be the establishment of conditions, within the prescribed time limit to change the company registration authority for registration and submit relevant documents.
Article 35 limited liability company's shareholders transfer of ownership, transfer of ownership shall, within 30 days from the date of application for change of registration, and shall submit proof of qualification of new shareholders, or natural identity.
Limited liability company after the death of individual shareholders, the shareholders eligible to inherit its legal successor, the company shall apply for alteration registration in accordance with the preceding paragraph.
Limited liability or joint stock company's shareholders to change the name or the name of the sponsor, and shall change the name or title within 30 days from the date of application for change of registration.
Article 36 registration of the company branch registration of change involves change, the company shall change the registration within 30 days from the date of application for registration of branch change.
Article 37 does not amend the Articles of Association matters related to registration, the company should be revised amendment to the Articles of Association or Articles of Association to send the original company registration authority for record.
Article 38 The directors, supervisors, managers, a change, it shall apply to the company registration authority for the record.
Article 39 The result of the merger, division and survival of the company, changed its registration matters, it shall apply for change of registration; result of the merger, division and dissolution of the company shall apply for cancellation of registration; result of the merger, division and the newly established company, should be apply for registration.
Merger, division, they shall be announced after the date of 45 application for registration, submit the merger agreement and merger, division and corporate resolution or decision published in the newspaper merger, split-proof and the notice of the debt, or debt guarantees description . Laws, administrative regulations or decisions of the State Council, merger, separation must be reported to the approval of, the relevant approval documents shall also be submitted.
Article 40 change of registration issues involving "business license" shall matters, company registration organ shall renew the business license.
第 四十一条 company in accordance with "Company Law" Article 22 provides for changes to the company registration authority for revocation of registration, it shall submit the following documents:
(A) the application signed by the legal representative of the company;
(B) the people's court referee instrument.
Cancellation of registration Chapter VI
Article 42 The dissolution of the company, which shall be liquidated, the liquidation group shall, within 10 days from the date of the establishment of the liquidation committee, the list of the liquidation group is responsible for filing the company registration authority.
Article 43 of the following circumstances, the liquidation of the company's liquidation group shall, within 30 days from the date of original company registration authority for cancellation of registration:
(A) the company is declared bankrupt;
(B) the corporate charter business deadline stipulated in the articles or other dissolution of the subject appears, but the company articles of association by modifying the exception of subsisting;
(C) shareholders, shareholders' meeting decides to dissolve or one-person limited liability company's shareholders, foreign investment in the company's board decides to dissolve;
(D) revoke the business license according to law, ordered to shut down or been revoked;
(E) the people's court shall be dissolved;
(F) laws, administrative regulations and other dissolution cases.
Article 44's application for cancellation of registration shall submit the following documents:
(A) the liquidation of the company group is responsible for cancellation of registration application signed by the person;
(B) the bankruptcy court ruled that the dissolution of the referee instrument company in accordance with "Company Law" resolution or decision made by the executive order the closure or revocation of the company's files;
(C) shareholders, shareholders' meetings, one-person limited liability company's shareholders, foreign investment in the company's board or court, the approval authority for the record company to confirm the liquidation report;
(D) "business license";
(E) laws, administrative regulations and other documents shall be submitted.
State-owned company for cancellation of registration, should also be submitted to the state-owned assets supervision and administration decisions, which the State Council's major state-owned companies, but also the people's governments shall submit the approval documents.
A branch of the company for cancellation of registration, should also be submitted to branch registration certificates.
Article 45 The company registration authority for cancellation of registration, the company terminated.
Chapter VII of the branch registration
Article 46 Branch is a company established outside his residence to engage in business activities of the institution. Branch does not have corporate status.
Article 47 of the branch registration include: name, place of business, person in charge, scope of business.
Branch name should conform to relevant regulations.
Branch of the scope of business shall not exceed the company's business scope.
Article 48 of the companies to set up a branch, the decision shall be made within 30 days from the date of the location of the company to branch registration authority for registration; laws, administrative regulations or decisions of the State Council must be reported to the approval of relevant departments, should be the date of approval within 30 days of the company registration authority for registration.
Set up branch offices, the company registration authority shall submit the following documents:
(A) signed by the legal representative of the company established a branch of the application for registration;
(B) the articles of association and affix the company seal of the "business license" copies;
(C) the place of business used to prove;
(D) branch head office files and proof of identity;
(E) State Administration for Industry and other documents required by the regulations.
Laws, administrative regulations or the provisions of the State Council decided to set up branch offices must be reported to the approved scope of business or branch in a legal, administrative regulations or decisions of the State Council shall be approved prior to registration project, the relevant approval documents shall be submitted.
Branch of the company registration authority to grant registration and issue a "business license." Company shall Branch within 30 days from the date of registration, holding branch "business license" to the company registration authority for record.
Article 49 branch registration of change, it should be changed to the company registration authority for registration.
For change of registration, when the claw shell enough to mention the legal form of public leisure trips do not spring Mao finished second change key board cover book. Switch to change the name Han ア range jump, claw when submitting live Cliff Gan cover the company's "business license" copies, branch business scope in a legal, administrative regulations or decisions of the State Council shall be approved prior to registration project, the relevant approval documents shall also be submitted. Changes in business premises, business premises shall be used to submit new evidence. Change the person in charge, appointment and removal of documents should be submitted to the company and its identity.
Changes in the company registration authority to grant registration, renewal of "business license."
Article 50 branches by the company revoked, shall order the closure, suspension of business licenses, the company shall make a decision within 30 days from the date of the company to branch registration authority for cancellation of registration. Application for cancellation of registration signed by the legal representative shall submit the application for cancellation of registration and branch "business license." The company registration authority to grant cancellation of registration shall be confiscated branch "business license."
Chapter VIII of the registration process
Article 51 applicant company, branch registration, the applicant can submit applications to the company registration authority, or by letter, telegram, telex, fax, electronic data interchange and e-mail and other methods to apply.
By telegraph, telex, fax, electronic data interchange and e-mail application, etc., it shall provide the applicant's contact information and mailing address.
Article 52 The company registration organ shall, according to the following decisions were made whether to accept:
(A) the application documents are complete, comply with the statutory form, or the applicant in accordance with the requirements of the company registration authority to submit all the supplementary application documents and materials, shall decide to accept.
(B) the application documents and materials are complete and meet the statutory form, but the company registration authority that the application documents and materials need to be verified, shall decide to accept, while writing to the applicant to verify the matter, reason and time.
(C) the application documents and materials exist to correct the wrong spot, the spot should allow the applicant to be corrected by the applicant at the correct signature or seal, indicate the correct date; confirmed the application documents and materials are complete, the legal form , and shall decide to accept.
(D) the application documents, materials are incomplete or do not meet the statutory form, on the spot or within five days inform the applicant of all content to be supplemented; spot this time, should the application documents and materials returned to the applicant; are informed within 5 days , it shall receive the application documents, materials and issue a receipt of the application documents, materials, credentials, it fails to do, and receipt of application documents and materials shall be the date of acceptance.
(E) does not belong to the company registration authority area or not within the jurisdiction of registration matters, the decision should not be accepted immediately, and inform the applicant to apply to the relevant administrative authorities.
The company registration authority by letter, telegram, telex, fax, electronic data interchange and e-mail application, etc., the receipt of the application documents and materials within 5 days from the date of the decision made whether to accept.
Article 53 Except as provided in Section 54, paragraph (a) make the decision to grant registration, the company decided to accept the registration authority shall issue a "notice of acceptance"; decided not to accept, it should be issue a "refusal notice", indicating the reasons for refusal and inform the applicant of the right to apply for administrative reconsideration or bring an administrative lawsuit.
Article 54 The company registration authority decide to accept the application for registration, each case should be made within the prescribed time limit the decision whether to grant registration:
(A) the applicant to the application made by the company registration authority to be accepted, should be made on the spot decision to grant registration.
(B) the applicant to submit the application by way of letter to be accepted, it shall, within 15 days from the date of acceptance to make the decision to grant registration.
(C) by telegram, telex, fax, electronic data interchange and e-mail submission of the application, the applicant shall receive a "notice of acceptance" within 15 days, submit the telegram, telex, fax, electronic data exchange and e-mail and consistent application documents meet the statutory form, original materials; the applicant to the company registration authority to submit application documents and materials of the original, should be made on the spot decision to grant registration; the applicant to submit application documents by correspondence, the original material, shall within 15 days from the date of acceptance to make the decision to grant registration.
(D) the company registration authority shall issue a "notice of acceptance" within 60 days from the date, not received the application documents, original documents or application documents, original documents and company registration authorities accept the application documents, inconsistent material, should be made non-registration decision.
Authorities need to apply for company registration documents, materials verification, acceptance shall be made within 15 days from the date of the decision of whether to grant registration.
Article 55 The company registration authority to make the decision to grant pre-approved company name, it shall issue a "Company Name pre-approval notice"; the decision to approve the company registration, it shall issue a "grant to establish the registration notice" to inform the applicant from the decision within 10 days from the date of receiving the business license; made the decision to grant the company's change of registration, shall issue a "notice of change of registration granted," inform the applicant from the date of the decision within 10 days, renewal of business license; to approve the company's decision to cancel the registration , it shall issue a "notice of cancellation of registration granted," collection of business license.
The name of the company registration authority shall not make pre-approved, non-registration of the decision, shall issue a "Company Name rejection notice", "registration rejection notice", indicating disapproval, the reasons for the registration and inform the applicant of the right to apply for administrative reconsideration or bring an administrative lawsuit.
Article 56 Company for the establishment of registration, change of registration, shall be subject to the company registration authority to pay registration fees.
Receive "business license" the establishment of registration fees by the total registered capital of 0.8 ‰ to pay; registered capital of over 10 million yuan, more than some pay by 0.4 ‰; registered capital of over $ 100 million, more than some no longer pay.
Receive "business license", and set up registration fee is $ 300.
Changes in registration matters, change of registration fee is $ 100.
Article 57 The company registration authority shall register the items recorded in the company's registration on the register for public inspection, copying.
Article 58 The suspension of "business license" and "business license" the notice issued by the company registration authority.
Chapter Annual Inspection
Article 59 The annual March 1 to June 30, the company registration authority to conduct an annual inspection of the company.
Article 60 The Company shall be in accordance with the requirements of the company registration authority, within the prescribed time to accept the annual inspection, and submit annual inspection reports, annual balance sheet and income statement, "business license" copies.
Set up branch companies in its annual submission of test materials should be clearly reflected branch of the situation and submit "business license" copies.
Article 61 company registration organ shall be submitted according to the company's annual inspection materials, matters relating to registration of the company to review the situation.
Article 62 The Company shall pay to the company registration authority annual inspection fees. Annual inspection fee is $ 50.
Chapter licenses and records management
Article 63 "business license", "Business License" original and a copy of the original and the copy has the same legal effect.
"Business License" original or "business license" shall be placed in the original home or branch place of business the company prominently.
Company to company based on business needs a business license issued by the registration authority for a number of copies.
Article 64 Any unit or individual shall forge, alter, rent, lend, transfer the business license.
Business license is lost or destroyed, the company registration authority shall be specified in the company's newspapers declared invalid, apply for a replacement.
The company registration authority according to law to change the registration, cancellation of registration, revocation of the decision to change the registration, the company refused to surrender the business license or can not be handed in by the company registration authority announced a business license void.
Article 65 The company registration authority on the need to identify the business license, you can temporarily detain, detention shall not exceed 10 days.
Article 66 The borrowing, copying, carry, copy company registration archives, shall be subject to the authority and procedures.
No unit or individual shall not be modified, defaced, marked, damaged file's registration information.
Article 67 of the original business license, a copy of the style, and an important instrument for company registration, or table-style format by the State Administration for Industry and unified development.
Chapter Liability
Article 68 false registered capital, to obtain registration of the company, the company registration authority shall order rectification and impose a false registered capital of more than 15% of the amount of 5% shall be imposed; serious cases, revocation of the company registration or revoke its business license.
Article 69 submitted false materials or by other fraudulent means to conceal important facts, get the company registration, company registration authority shall order rectification and impose a 50,000 yuan fine of $ 500,000; serious cases, revocation of registration or revoke the business's license.
Article 70 The company's founder, shareholder fraudulent investment schemes, non-delivery or fails to deliver as a non-monetary contribution of money or property, the company registration authority shall order rectification and impose a false funded more than 15% of the amount of 5% shall be imposed.
Article 71 the company's founder, shareholder in the company is set up, the flight of investors, the company registration authority shall order rectification and impose a 5% of the amount of capital flight more than 15% of the fine.
Article 72 The company is set up more than 6 months without good reason is not opened, or opening their own after the closure of more than six consecutive months, the company registration authority can revoke the business license.
Article 73 Registration of items is changed when the company fails to follow these regulations for the registration of such changes, the company registration authority shall order the registration deadline; fails to register, a fine of 10,000 yuan to 100,000 yuan shall be imposed. Among them, change the business covering the laws, administrative regulations or decisions of the State Council shall be subject to the approval of the project without approval, engaging in relevant business activities, the circumstances are serious, their business licenses suspended.
Company in accordance with the regulations did not apply for the record, the company registration authority shall order processing; fails to apply, a fine of 30,000 yuan fine.
Article 74 in the merger, division, reducing the registered capital or liquidation, no notice or announcement in accordance with the provisions of creditors, the company registration authority shall order rectification fine of 10,000 yuan to 100,000 yuan shall be imposed.
Companies under liquidation, the hidden property on the balance sheet or inventory any false record or distribution without the debt before the property of the company, the company registration authority shall order rectification and impose a hidden property of the company's outstanding debt or property before the distribution company the amount of 5% to 10% of the fine; directly in charge and other directly responsible persons a fine of 10,000 yuan to 100,000 yuan shall be imposed.
Companies in liquidation and liquidation carried out during the unrelated business activities, the company registration authority to be a warning, confiscate the illegal income.
Article 75 The liquidation group not in accordance with the provisions of the company registration authority to submit a liquidation report, or submit a liquidation report to conceal important facts or significant omissions, the company registration authority shall order rectification.
Liquidation group members use their favoritism, seek illegal income or occupation of property of the company, the company registration authority shall order return of company property, confiscated, and 1 times the illegal income may be imposed more than five times the fine.
Article 76 in accordance with the provisions of companies do not accept the annual inspection, the company registration authority a fine of 10,000 yuan to 100,000 yuan shall be imposed, and the deadline to accept the annual inspection; not accept late annual inspection, revoke their licenses. Annual inspection to conceal the truth, fraud, and the company registration organ shall impose 1 million to 5 million fine, and within a time limit; serious cases, revocation of business licenses.
Article 77 forge, alter, lease, lend, transfer, business license, the company registration authority a fine of 10,000 yuan to 100,000 yuan shall be imposed; serious cases, revocation of business licenses.
Article 78 is not a business license will be placed prominently residence or place of business of the company registration authority shall order rectification; refuse to correct, a fine of 1,000 yuan to 5,000 yuan fine.
Article 79 to bear asset valuation, capital verification or validation of the institutions providing false materials, the company registration authority shall confiscate the illegal income, impose a 1 times the illegal income of more than five times the fine, and can be ordered by the competent authorities according to law the agency closed down, revoke the qualification certificate directly responsible, revoke their licenses.
Commitment to asset valuation, capital verification or validation of the institution to provide a significant omission due to negligence of the report, the company registration authority shall order rectification, serious, punishable by income more than doubled five times the fine, and by the competent authorities according to law The agency ordered to suspend, revoke directly responsible for the qualification certificate, business license revoked.
Article 80 is not legally registered as a limited liability company or joint stock, limited liability company, or the fraudulent use of the name of the Corporation, or is not legally registered as a limited liability company or joint stock of Branch, and the fraudulent use of a limited liability company or on behalf of the Corporation's subsidiary, the company registration authority shall order rectification, or be banned, can impose a fine of $ 100,000.
Article 81 company registration authority does not meet the prescribed conditions for registration of companies to be registered, or required conditions of registration are not registered, the directly responsible person in charge and other directly responsible personnel shall be given administrative sanctions.
Article 82 of the higher authorities the company registration authority to compel the company registration authority does not meet the prescribed requirements for registration to be registered, or required conditions of application for registration shall not register, or to cover up for illegal registration, the directly responsible The executive officers and other persons directly responsible shall be given administrative sanctions.
Article 83 The foreign company violates the "Company Law" stipulates that without the establishment of branches in China, the company registration authority shall order rectification, or closed, may impose a 50,000 yuan to 200,000 yuan shall be imposed.
Article 84 The name of a company engaged in the use of endangering national security, social public interests of serious violations, revoke the business license.
Article 85 branch violations of this chapter, the provisions of the applicable provisions of this chapter.
Article 86 violation of these regulations, constitutes a crime, be held criminally responsible.
Chapter XII Supplementary Provisions
Article 87 The foreign-invested company registration application of this Ordinance. The law on foreign investment enterprises as otherwise provided in its registration, the application of its provisions.
Article 88 of the laws, administrative regulations or decisions of the State Council approved the establishment of the company must be reported, or company operates in a legal, administrative regulations or decisions of the State Council shall be approved prior to registration project by the State Administration for Industry and Commerce in accordance with laws, administrative regulations or requirements of the State Council decided to pre-registration administrative license directory business and published.
Article 89 These Regulations July 1, 1994 shall come into force.