企业名称登记管理实施办法英文版.doc

Measures for The Implementation of Administration of Enterprise Name Registration(Decree No.93 of the State Administration for Industry and Commerce The Measures for the Implementation of Administration of Enterprise Name Registration has been adopted by the standing meeting of the State Administration for Industry and Commerce, are hereby promulgated and shall enter into force on January 1, 2000. Director general of the State Administration for Industry and Commerce: Wang Zhongfu December 8, 1999)Chapter I General ProvisionsArticle 1 These Measures are formulated in order to strengthen and perfect administration of enterprise name registration, protect lawful rights and interests of owners of enterprise names, and maintain a fair competition order in accordance with the Provisions on Administration of Enterprise Name Registration and relevant laws, administrative regulations.Article 2 These Measures are applicable to registration of enterprise names of enterprise legal persons and enterprises unqualified as legal persons by administrative organs for industry and commerce. Article 3 Enterprises shall select their own names and apply for registration according to law. Enterprises enjoy name rights from the date of establishment. Article 4 Administrative organs for industry and commerce at various levels shall approve and register enterprise names according to law. Enterprise names registered beyond power limit shall be rectified. Article 5 Administrative organs for industry and commerce shall carry out administration of enterprise name registration at different levels. The State Administration for Industry and Commerce takes charge of nationwide administration of enterprise name registration, and is responsible for approval of the following enterprise names:(1) those preceded by such words as Zhongguo orZhonghua (both mean China) or Guajia (State) or Guoji (international);(2) those using such words as Zhongguo or Zhonghua (both mean China) or Guojia (State) or Guoji (international);(3) those excluding administrative division.Local administrative organs for industry and commerce are responsible for the approval of the following enterprise names other than those stipulated in the preceding paragraph:(1) those preceded by administrative division at the same level;(2) those conforming to those including the same administrative division in Article 12 of these Measures. The administrative organs for industry and commerce with rights to approve names of foreign investment enterprises authorized by the State Administration for Industry and Commerce approve names of foreign investment enterprises according to these Measures. Chapter II Enterprise NamesArticle 6 Names of enterprise legal persons may not include names of other legal persons unless otherwise provided for by the State Administration for Industry and Commerce. Article 7 The name of an enterprise may not include the name of another enterprise. The name of an enterprises branch shall be preceded by the name of the enterprise to which it is affiliated. Article 8 Enterprise names shall be in Chinese characters which conform to the norms of the State, may not use foreign words, the Chinese phonetic alphabet or Arabic numbers.Where names of enterprises need to be translated into foreign languages, the enterprises will translate them by themselves according to the word translation principles, need not to report them to administrative organs for industry and commerce for approval and registration. Article 9 An enterprise name shall be composed of administrative division, the shop name, trade and organizational form in proper order except as otherwise provided for by law, administrative regulations and these Measures. Article 10 Except the enterprises the establishment of which is decided by the State Council, enterprise names shall not be preceded by such words as Zhongguo or Zhonghua (both mean China) or Guajia (State) or Guoji (international). Where such words as Zhongguo or Zhonghua (both mean China) or Guajia (State) or Guoji (international) are used in the middle of the enterprise names, such words shall be attributive words to the trade. Foreign-capital enterprises which use the shop names of the enterprises funded by the investments from a foreign country(region) may use the word (China).()Article 11 The administrative division in an enterprise name is the name or place name of the administrative division of area at the place where such enterprise is located at or above the county level. A name of a district under a city may not be used separately as the administrative division in an enterprise name. An enterprise name using a district under a city together with the name of the city administration division shall be approved by the administrative organ for industry and commerce of the city. An enterprise name used together with the administrative division of a province, city or county shall be approved by the administrative organ for industry and commerce of the administrative area at the highest level. Article 12 Enterprise legal persons meeting the following conditions may place the administrative division in the names after the shop names and before the organizational forms. (1) where the shop names of the holding enterprises are used;(2) where such the names of holding enterprises exclude administrative division. Article 13 Upon approval of the State Administration for Industry and Commerce, enterprise legal persons meeting one of the following conditions may use enterprise names which exclude administrative division:(1) where the approval is conducted by the State Council;(2) where the registration is conducted by the State Administration for Industry and Commerce;(3) where the registered capital (or registered fund) is not less than 50000000 yuan;(4) where it is stipulated by the State Administration for Industry and Commerce otherwise. Article 14 A shop name in an enterprise name shall be composed of more than two Chinese characters. An administrative region may not be used as a shop name, unless the place name of an administrative region at or above the county level has other meanings. Article 15 An enterprise name may use the name of a natural person investor as the shop name. Article 16 The sector expression in an enterprise name shall be the terms reflecting the nature of economic activities of the enterprise which belong to the national economy sector or enterprise business characteristics. The contents of the sector expression in an enterprise name shall conform to the business scope of the enterprise. Article 17 Where the nature of economic activities belong to the different big classifications of the national economy sector, the terms of the classifications of the national economy sector to which the nature of economic activities belong shall be chosen to express the sector in the enterprise name. Article 18 Where the terms of the classifications of the national economy sector are not used to express the sector in which an enterprise is engaged, the following conditions shall be met:(1) where the nature of economic activities of the enterprise belong to more than five big classifications of the national economy sector;(2) where the registered capital (or registered fund) is more than 100000000 yuan or is the parent company of the enterprise group;(3) where the shop names of the enterprise name approved or registered by the same administrative organ for industry and commerce are different.Article 19 An enterprise may use the name of a country (region) or the place name of the administrative division at or above the county level after the shop name in the name to reflect its business characteristics. The place name above shall not be deemed as an administrative division in an enterprise name. Article 20 An enterprise name shall not explicitly or implicitly have the business exceeding its business scope. Chapter III Registration of Enterprise NamesArticle 21 Only one enterprise name shall be permitted to be indicated on the enterprise business license. Article 22 Anyone who intends to establish a company shall apply for an approval of a name in advance. Where establishment of an enterprise must be submitted for examination and approval as stipulated by laws and administrative regulations or there are items which must be examined and approved as stipulated by laws and administrative regulations in its business scope, the enterprise name approval in advance must be handled before submission for examination and approval, and the enterprise name approved by the administrative organ for industry and commerce shall be used for submission for examination and approval. Anyone who intends to establish other enterprises may apply for an approval of a name in advance. Article 23 For applying for approval of an enterprise name in advance, the appointed representative or authorized agents by all the contributors, partners or cooperators(hereinafter referred uniformly to as investors) shall submit the following documents to the administrative organ for industry and commerce having jurisdiction over name approval:(1) an application for approval of an enterprise name in advance signed by all the investors, which specifies such contents as the name of the enterprise(a candidate name may be specified) to be established, address, the business scope, registered capital(or registered fund), tides or names of the investors and amount of contribution;(2) certificates on the appointed representative or authorized agent signed by all the investors;(3) qualifications certificates of the appointed representative or authorized agent;(4) qualifications certificates of all the investors; and(5) other documents which the administrative organ for industry and commerce requires to submit. Article 24 The administrative organ for industry and commerce shall make a decision of approval or rejection of the application for approval of the enterprise name in advance within ten days from the date of acceptance. If an approval is conducted , an Enterprise Name Approval in Advance Notice will be issued; if an approval is not conducted, an Enterprise Name Rejection Notice will be issued. Article 25 Where an enterprise establishment registration is applied and the approval of the enterprise name has been conducted, an Enterprise Name Approval in Advance Notice shall be submitted. Where the name of the enterprise to be established involves the provisions of laws and administrative regulations under which a report for examination and approval must be made and the document of the examination and approval can not be submitted, the registration organ shall not register the enterprise name approved in advance. Where the approval of the enterprise name in advance and registration of the enterprise are not conducted at the same administrative organ for industry and commerce, the registration organ shall, within 30 days from the date of registration of the enterprise, send the relevant registration information to the administrative organ for industry and commerce approving the enterprise name for the record. Article 26 An enterprise that intends to change its name shall apply to the registration organ for change registration. Where the name applied for change by an enterprise is subject to the jurisdiction of the registration organ, the registration organ shall handle the change registration directly. If the original enterprise name was approved by another administrative organ for industry and commerce, the registration organ shall, within 30 days from the date of approval of registration of the enterprise, send the relevant registration information to the administrative organ for industry and commerce approving the original enterprise name for the record. Where the name applied for change by an enterprise is not subject to the jurisdiction of the registration organ, the matter shall be handled in accordance with the provisions of Article 27 of these Measures. An enterprise shall, within 30 days from the date of approval of the enterprise name change registration, apply for undertaking registration in change of the names of its branches.Article 27 Where the name applied for change by an enterprise is not subject to the jurisdiction of the registration organ, the matter shall be handled in accordance with the following provisions:(1) The enterprise shall apply to the registration organ for change registration, and submit the following documents:(i) a written application for the enterprise name change;(ii) the Article of associations of the enterprise;(iii) a duplicate copy of the business license; and(iv) other relevant documents.(2) The registration organ shall submit the following documents to the administrative organ for industry and commerce having jurisdiction over name approval:(i) the examination opinion of the said organ on the name the enterprise intends to change;(ii) the documents listed in the preceding paragraph, of which the duplicate copy of thebusiness license shall be affixed to the seal of the registration organ.(3) The administrative organ for industry and commerce shall, within ten days from receipt of the materials submitted, shall make a decision of approval or rejection of the applied enterprise name in advance. If an approval is conducted, an Enterprise Name Change Approval Notice will be issued; if an approval is not conducted, an Enterprise Name Rejection Notice will be issued. (4) The registration organ shall make a decision of approval or rejection of the change registration of the enterprise name within the time limit stipulated by laws and administrative regulations after receipt of the Enterprise Name Change Approval Notice or the Enterprise Name Rejection Notice. Where change of the name of the enterprise involves the provisions of laws and administrative regulations under which a report for examination and approval must be made and the document of the examination and approval can not be submitted, the registration organ shall not handle the change registration of the enterprise name approved by the Enterprise Name Change Approval Notice.(5) The registration organ shall, within 30 days from the date of approval of the change registration of the enterprise name, send the relevant registration information to the administrative organ for industry and commerce approving the enterprise name for the record. Article 28 The period of validity for an enterprise name approved by the Enterprise Name Change Approval Notice shall be six months and will be cease to be valid automatically at the expiry of the period of validity. Article 29 When the relevant business operation right of an enterprise has been cancelled and its name also reflects such business, the enterprise shall apply to the registration organ for such registration item as change of its enterprise name within one month from the date of canceling of such business operation right. Article 30 Where an enterprise handles cancellation registration or has its business license revoked if its name was approved by another administrative organ for industry and commerce, the registration organ shall sent to the administrative organ for industry and commerce approving the name of the enterprise the relevant cancellation registration information or the decision of administrative punishment for the record.Article 31 Where a name of an enterprise is under one of the following circumstances, no approval may be conducted:(1) where it is same with the name and the shop name of the enterprise of the same sector approved or registered by the same administrative organ for industry and commerce, with the exception of those having investment relationship;(2) where it is the same with the name and the shop name of the enterprise conforming to the provisions of Article 18 of these Measures approved or registered by the same administrative organ for industry and commerce, with the exception of those having investment relationship;(3) where it is the same with the original name of another enterprise whose name has been changed less than one year;(4) where it is the same with the name of the enterprise which has been cancelled or whose business license has been revoked less than three years; or(5) where it is in violation of laws and administrative regulation in other ways.Article 32 The administrative organ for industry and commerce shall establish enterprise name approval and registration archives. Article 33 The formats of the Enterprise Name Approval in Advance Notice, Enterprise Name Change Approval Notice, Enterprise Name Rejection Notice and the forms for approval and registration of enterprise names shall uniformly be produced by the State Administration for Industry and Commerce. Article 34 The names of the enterprises from a foreign country (region) shall be protected in accordance with the relevant provisions of the Paris Convention for the Protection of Industrial Property. The State Administration for Industry and Commerce ceases to accept the registration of the names of the enterprises from a foreign country (region) within the Chinese territory. The periods of the Certificates of Enterprise Name Registration which have been issued already may not be extended after expiry of the periods of validity. Chapter IV Use of Enterprise NamesArticle 35 An enterprise whose name has been approved in advance during reservation period may not use it for carrying out business for profit, may nor transfer it. An enterprise that intends to change its name shall not use the enterprise name approved and changed in the Enterprise Name Change Approval Notice for carrying out business for profit, may not transfer it, either. Article 36 An en