| 【时 效 性】 | 有效 | 【颁布日期】 | 1988-06-03 |
| 【颁布单位】 | 国务院 | 【实施日期】 | 1988-07-01 |
| 【法规层次】 | 国务院文件 | 【文 号】 | 无 |
| 【首选类别】 | 国家基本法规 | 【次选类别】 | |
| 【其它类别】 | 【其它类别】 | ||
| 【关 键 字】 | 中华人民共和国民法通则 | ||
REGULATIONS OF THE PEOPLE'SREPUBLIC OF CHINA FOR CONTROLLING THEREGISTRATION OF ENTERPRISES AS LEGALPERSONS
This
PEOPLE'S REPUBLIC OF
which
Council of
In case of discrepancy, theoriginal version in Chinese shall prevail.
REGULATIONS OF THE PEOPLE'SREPUBLIC OF CHINA FOR CONTROLLING THE
REGISTRATION OF ENTERPRISES ASLEGAL PERSONS
(Adopted by the Fourth ExecutiveMeeting of the State
May 13, 1988, promulgated byDecree No. 1 of
People's Republic of China onJune 3, 1988, and effective as of July
In accordance with relevantprovisions of the General Principles of
Civil Law of the People'sRepublic of China, the present Regulations are
formulated with aview to
registration of enterprises aslegal persons, confirming their status as
such, safeguarding theirlegitimate rights
illegal business operations, andpreserving social and economic order.
Any of the following enterpriseswhich
shall register as such inaccordance with the relevant provisions of
(1) enterprises owned by thewhole people;
(2) enterprises under collectiveownership;
(3) jointly operatedenterprises;
(4) Chinese-foreignequity
joint ventures and
territory of the People'sRepublic of China;
(5) privately operatedenterprises;
(6) other enterprises requiredby the law to register as legal persons.
Those enterprises applying forregistration
given Business Licenses forEnterprises as Legal Persons and the status of
legal persons when theirapplications for registration have been examined
and
enterprises as legal persons andtheir
shall be protected by laws ofthe State.
Those enterprises, which arerequired by law to register as legal persons
but which have not gone throughthe procedures of examination and approval
registration
enterprises as legal persons,shall not be allowed to engage in business
The authorities in charge ofthe registration
persons (hereinafter referred toas the registration authorities) are the
State
departments for industryand commerce
authorities at various levelsshall perform their functions according to
law under the leadership ofhigher registration authorities and be
The
corporations handlingimport-export business set up with the approval
the State Council or departmentsauthorized by the State Council shall be
examined and
Commerce. The
Chinese-foreign contractualjoint ventures and foreign-capital enterprises
shall be examined and approvedby the State
and Commerce or by
commerce authorized by the StateAdministration for Industry and Commerce.
The registration of son (orbranch) companies
enterprises, enterprise groupsor companies handling
established with the approval ofthe people's
autonomous regions ormunicipalities directly under the Central Government
or departments authorized bythem shall be examined and approved by
administrative departments forindustry and
autonomous
Government.
approved by the administrativedepartments for industry and commerce
the cities of counties(districts) where the enterprises are located.
Registration authorities atvarious levels shall institute a file of
registration of enterprises aslegal persons and a system for tabulating
statistics relating to suchregistration, and
about the registration ofenterprises as legal persons so as to serve the
development of a
shall offer, in a planned mannerand according to the
the service of providing thepublic with data about
Entities applying forregistration as enterprises as legal persons
satisfy the followingconditions, i.e. having:
(1) name, organization andarticles of association;
(2) fixed sites for businessoperations and essential facilities;
(3) funds and employees inconformity with State regulations and in
with their scale of production,operation or service;
(4) ability to bear civilliabilities independently;
(5) a scope of business inconformity with the provisions of the relevant
laws, regulations and policiesof the State.
The application of an enterprisefor registration as a legal person shall
be filed by the personresponsible for establishing the enterprise.
The registration as a legalperson of a jointly operated enterprise which
bears civil liabilitiesindependently shall be applied for by the
responsible for initiating thesaid enterprise.
The major items to be registeredfor an enterprise as a legal person are:
name,
economic nature, scope ofbusiness, mode of operation, registered capital,
number of employees, duration ofoperation and subdivisions.
An enterprise as a legal personshall use only one name. The name to
used
registration shall be examinedby the registration authorities and, after
it is approved and registered,the enterprise
enjoy the right to the exclusiveuse of
Those who apply for establishingChinese-foreign
Chinese-foreign contractualjoint ventures or foreign-capital enterprises
shall apply to the registrationauthorities for registering the names of
the enterprises before theircontracts and
The legal representative of anenterprise as a
been
authority, shall be thesignatory who exercises functions and powers
behalf of the enterprise. Thesignature of the legal representative shall
be submitted to the registrationauthority for the record.
The registered capital of anenterprise as a legal person represents the
total value of the property theState entrusts to
management or that of theproperty owned by the enterprise itself.
When an enterprise as a legalperson registers
the discrepancy between the sumof capital it applies for registration and
the sum of capital it actuallypossesses shall be
with specific regulations of theState.
The scope of business of anenterprise as
harmony with its capital, sites,equipment, employees and technical force.
It may focus on one line ofbusiness as its main operation while engaging
in other operationssimultaneously in accordance with relevant regulations
of the State. An enterprise as alegal person shall engage in operations
within the scope of business asapproved in registration.
An enterprise as a legal personshall apply to
for registration for startingoperations within 30 days after the approval
of the department in charge ofit or that of an authority for examination
and approval. For an enterprisewhich does not have a department in charge
or authority
registration for startingoperations shall be examined by a registration
authority. The registrationauthority shall make a decision of approval or
disapproval of theapplication
An enterprise as a legal personshall submit
applying for registration forstarting operations:
(1) an application forregistration signed by the person responsible for
(2) the document of approvalissued by the department in charge
authority for examination andapproval;
(3) its articles ofassociation;
(4)
verification of its capital or aguarantee for its capital;
(5) a certificate of theidentity of the principal responsible person
(6) a certificate
(7) other relevant papers andcertificates.
When the application filed by anentity
enterprise as
registration authority and aBusiness Licenses for Enterprises as a Legal
Person is received, theenterprise shall be considered as established. The
enterprises as a legal personmay henceforth have its official seal made,
open a bank account, signcontracts and
The registration authority may,after a check-up, issue duplicates of the
Business License, if theenterprise as a legal person needs them for
An enterprise as a legal personshall apply
registration
representative, economic nature,scope of
registered capital or durationof operation and whenever it increases or
An enterprise as a legal personshall apply to the registration authority
for making changes in itsregistration within 30 days after the
are approved
An enterprise as a legal personshall apply to the registration authority
for making changes in itsregistration, or for registration for starting
operations or for cancelling itsregistration, whenever it is split
or merged with others ormoved
changes are approved by thedepartment in charge or by the authority for
An enterprise as alegal
cancelling its registration withthe registration authority when it closes
down,
Whenever an enterprise as alegal person is to cancel its registration, it
must submit an applicationsigned by its legal representative, a document
of approval issued by thedepartment in charge or by the
examination and approval, acertificate
clearing up of its liabilities,or a document showing that a liquidation
organization will be responsiblefor clearing up its creditor's rights and
liabilities. The registrationauthority, after examining and approving the
application, shall recall theBusiness License for Enterprise as a Legal
Person, duplicates of theLicense, take over
enterprise, and notify the banksat which it has opened an account of the
cancellation of itsregistration.
An enterprise as a legal person,which fails to start operations 6 months
after receiving its BusinessLicense for Enterprise as a Legal Person or
which has ceased its operationsfor a year, shall be
closed down, and theregistration
License for Enterprises as aLegal Person, duplicates of the License, take
over its official seal andnotify the banks at
account of the cancellation ofits registration.
The registration authority shallissue registration announcements whenever
an enterprise as a legal personstarts operations,
cancels its registration. Noother organ shall be entitled to issue such
announcements without theapproval of the registration authority.
A system for conducting annualcheck-up shall be instituted to administer
the registration of enterprisesas legal persons. An enterprise as a legal
person shall submit itsannual
statement of assets andliabilities to the registration authority at
time it prescribes. Theregistration authority shall check up the
items contained in theregistration of the enterprise as a legal person.
The Business License forEnterprises as
registration authority is thecertificate of
person. Except the registrationauthority, which may withhold or cancel it
in accordance with the legalprocedures, no other organ or individual is
entitled to take over, detain ordestroy it.
person, which has lost itsBusiness License
Person or duplicates of theLicense, must announce the loss in a newspaper
before it can apply for areplacement.
The Business License forEnterprise as a Legal Person and its duplicates
may not be forged,altered,
An enterprise as a legal personshall pay registration and annual check-up
fees according to the rules whenit registers for starting operations and
applies for making changes inits registration and when it receives
annual check-up. The feesto be
operations shall be
capital; in cases where theregistered capital exceeds 10 million
the fees to be charged on theportion in excess of the said sum shall be
0.05% of it; in cases where theregistered
yuan, no fees shall be chargedon the portion in excess of the said sum.
The minimum registration feeshall be 50
making changes in theregistration
shall be prescribed by the StateAdministration for Industry and Commerce.
When institutions orscientific
establish enterprises qualifiedas legal persons
regulations of the state, theapplications for registration shall be filed
by the enterprises. They mayengage
their applications forregistration have been approved by the registration
authorities
Licenses for Enterprise as aLegal Person.
Institutions, which are run likeenterprises in accordance with relevant
regulations of the State andwhich no longer receive operating funds from
the State, or scientific andtechnological public organizations which are
established for businessoperations, shall apply for registration if they
are qualified to be enterprisesas legal
business operations only aftertheir applications have been approved
the registrationauthorities
Business Licenses for Enterpriseas a Legal Person.
The registration authoritiesshall exercise
supervision and control overenterprises as
(1) supervising the registrationfor starting operations, the application
for making changes and thecancellation of registration by enterprises as
legal persons according toregulations;
(2) supervising the conduct ofbusiness operations by enterprises as legal
persons in line with the itemsof registration,
(3) supervising the complianceof enterprises as legal persons and their
legal representatives with laws,regulations and policies of the State;
(4) stopping, investigating ordealing with illegal business operations of
enterprises as legal
The registration authority may,in light of the circumstances, penalize an
enterprise as legalperson
earnings,suspension of business
revoking the Business Licensefor Enterprise as a Legal Person, if it
involved in any of the followingcase:
(1) concealing the truesituation and resorting to deception in the course
of registration
(2) altering
engaging in business operationsbeyond the scope of business as approved
(3) failing to cancelregistration according to the rules or failing
submit the annual check-upreport or receive the annual check-up;
(4)
reproducing the Business Licensefor Enterprise as a Legal Person or its
(5) withdrawing ortransferring
(6) engaging in illegal businessoperations.
While penalizing an enterpriseas a legal person in line with the
provisions,
representative's administrativeand economic responsibilities according to
the seriousness ofthe violations
investigate the criminalresponsibilities of those who have violated the
The registration authority shallascertain the facts and act according to
law when dealing with theillegal activities of an enterprise as a
person and notify the partiesconcerned of its decision in writing.
When an enterprise as a legalperson disagrees with the penalty meted out
by the
receiving the notice ofpenalty,
authority for reconsideration.The higher
make a reconsideration decisionwithin 30 days after receiving the appeal
for reconsideration. Theenterprise may file a suit in a people's
within 30 days
disagrees with thereconsideration decision. The registration
may, in accordance with theprescribed procedures, ask the bank at which
the enterprise has an account totransfer from its account the sum to be
fined or confiscated as penalty,if it fails to appeal or to pay the fine
or the confiscated sum at theexpiry of the prescribed period.
When an enterprise as a legalperson has its business license revoked, the
registration authority shalltake over its official seal and notify
bank at which it has an accountof the cancellation of
and the departmentin charge
responsible for settling itscreditor's rights and liabilities.
Any functionary of thedepartment in charge, the authority for examination
and approval or of
present Regulations, neglectedhis duties to a serious extent, abused his
powers, practised graft andembezzlement, extorted
encroached on the legitimaterights and interests of an enterprise as
legal person, shall be givenadministrative or economic penalty in light
of the circumstances; thejudicial organ shall investigate, according to
law, his criminalresponsibility, if the violates the criminal law.
When an enterpriseas a
incapable of bearing civilliability independently, the registration
the branch shall beapplied
receive a BusinessLicense
registration authority and mayengage in business
scope of business as approved inregistration.
In accordance with relevantState regulations, administrative institutions
depending on State funding orscientific and technological social bodies
must apply for registrationif they
establish enterprises notqualified as legal persons. They shall receive
Business
registration authorities and mayengage in business operations within the
scope of business as approved inregistration.
The specific control of theregistration involved shall be enforced with
reference to the provisions ofthe present Regulations.
For new enterprisesto be
departments of the
levels, if their preparationshave been under way for more than 1
applications for theregistration of
according to specificregulations.
Enterprises qualified as legalpersons, whose registration was approved by
the registration authoritiesbefore the present Regulations are put into
effect,
registration as enterprises aslegal persons.
The State Administration forIndustry and Commerce
for
implementation shall also beformulated by the
The present Regulations shall enter into
Regulations for Controllingthe Registration
Joint Ventures promulgated bythe State Council
Regulations for Controlling theRegistration of Industrial and Commercial
Enterprises promulgated by theState Council on August 9, 1982, and
Interim Provisions forControlling the Registration of Companies approved
by the State Council on August14, 1985
Administration for Industry andCommerce on August 25, 1985 shall all be