公司登记管理办法.docx

正文： 公司登记管理条例（英文版）Regulations of the Peoples Republic of China on Administration of Registration of Companies法律英语网/english/02a/2.html公司登记管理条例(英文)Regulations of the Peoples Republic of China on Administration of Registration of Companies(Promulgated by Decree No. 156 of the Stale Council of the Peoples Republic of China on June 24, 1994, and revised in accordance with the Decision of the State Council on Amending the Regulations of the Peoples Republic of China on Administration of Registration of Companies made on December 18, 2005) Chapter I General Provisions Article 1 These Regulations are formulated in accordance with the Company Law of the Peoples Republic of China (hereinafter referred to as the Company Law) for the purpose of affirming the status of a company as an enterprise legal person and standardising the registration of companies.Article 2 Incorporation, alteration and termination of limited liability companies and joint stock limited companies (hereinafter collectively referred to as companies) shall be registered in accordance with these Regulations.In applying for registration of a company, the applicant shall be responsible for the authenticity of the application documents and materials.Article 3 A company may be granted the status of an enterprise legal person only after it has registered in accordance with law with the company registration authority and has obtained a Business Licence for an Enterprise Legal Person.As of the effective date of these Regulations, no newly incorporated company that has not registered with the company registration authority shall be allowed to conduct business activities in the name of a company.Article 4 The administrative departments for industry and commerce shall be the company registration authorities.Company registration authorities at lower levels shall carry out registration of companies under the leadership of company registration authorities at higher levels.Company registration authorities shall perform their duties in accordance with laws and shall not be subject to any unlawful interference.Article 5 The State Administration for Industry and Commerce shall be in charge of registration of companies throughout the country.Chapter II Jurisdiction over Registration Article 6 The State Administration for Industry and Commerce shall be responsible for registration of the following companies: (1) companies in which the State-owned assets supervision and administration authority of the State Council performs its duties as an investor, and companies invested in and incorporated by the said companies which hold not less than 50% of the shares; (2) foreign-invested companies; (3) companies that shall be registered with the State Administration for Industry and Commerce as stipulated by laws, administrative regulations or decisions of the State Council; and (4) other companies that shall be registered with the State Administration for Industry and Commerce as required by it.Article 7 The administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for registration of the following companies within their respective jurisdictions: (1) companies in which the State-owned assets supervision and administration authority of the peoples government of the province, autonomous region or municipality directly under the Central Government performs its duties as an investor, and companies invested in and incorporated by the said companies which hold not less than 50% of the shares; (2) companies invested in and incorporated by natural persons, which shall be registered with the administration for industry and commerce of the province, autonomous region or municipality directly under the Central Government as required by it; (3) companies that shall be registered with the administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government as stipulated by laws, administrative regulations or decisions of the State Council; and (4) other companies that shall be registered with the administrations as authorised by the State Administration for Industry and Commerce.Article 8 The administrations for industry and commerce of cities divided into districts, prefectures and counties, the sub-administrations for industry and commerce of municipalities directly under the Central Government, and the district sub-administrations of the administrations for industry and commerce of cities divided into districts shall be responsible for registration of the following companies within their respective jurisdictions: (1) companies other than those listed in Articles 6 and 7 of these Regulations; and (2) companies that shall be registered with the administrations as authorised by the State Administration for Industry and Commerce or by the administrations for industry and commerce of provinces, autonomous regions or municipalities directly under the Central Government.Specific jurisdiction over registration specified in the preceding paragraph shall be formulated by the administrations for industry and commerce of the provinces, autonomous regions and municipalities directly under the Central Government. However, in the case of joint stock limited companies, the administrations for industry and commerce of cities divided into districts and prefectures shall be responsible for their registration.Chapter III Registration Particulars Article 9 The registration particulars of a company shall include: (1) name; (2) domicile; (3) name of the legal representative; (4) registered capital; (5) paid-up capital; (6) type of company; (7) scope of business; (8) duration of operation; and (9) names of the shareholders of a limited liability company, or of the promoters of a joint stock limited company, the amount of capital contributions subscribed and paid up, and the date and form of the contributions made.Article 10 The registration particulars of a company shall be in conformity with the provisions of laws and administrative regulations. Where registration particulars are not in conformity with the provisions of laws and administrative regulations, the company registration authority shall not have the company registered.Article 11 A companys name shall be in conformity with the relevant provisions of the State. A company may use only one name. A companys name which has been registered with the approval of the company registration authority shall be protected by law.Article 12 The domicile of a company shall be the place where its principal office is located. A company registered with the company registration authority may have only one domicile. A companys domicile shall be located within the area which is under the jurisdiction of the company registration authority with which the company is registered.Article 13 A companys registered capital and paid-up capital shall be shown in RMB unless otherwise provided for by laws and administrative regulations.Article 14 The form of capital contributions made by a shareholder shall be in conformity with the provisions of Article 27 of the Company Law. Where a shareholder makes his capital contributions in the form of other properties than in currency, in kind, intellectual property rights or land use right, the measures for registration thereof shall be formulated by the State Administration for Industry and Commerce jointly with the relevant departments of the State Council.A shareholder shall not make his capital contributions with labour service, credit, the name of a natural person, goodwill, franchise right, property placed as security, or the like, at its appraised value.Article 15 The scope of business of a company shall be specified by the articles of association of the company and registered in accordance with law.The terms to be used for the scope of business of a company shall be determined with reference to the standards for classification of different national economic sectors.Article 16 The company types include limited liability companies and joint stock limited companies.A one-person limited liability company shall, in its registration, indicate whether it is of the sole proprietorship of a natural person or of a legal person, and shall have it clearly stated as such in the business licence of the company.Chapter IV Incorporation Registration Article 17 Where a company is to be incorporated, an application for name approval shall be submitted.Where the incorporation of a company is subject to approval as stipulated by laws, administrative regulations or decisions of the State Council, or any of the items within a companys scope of business is subject to approval before registration as stipulated by laws, administrative regulations or decisions of the State Council, the application shall be submitted for the said approval after an application for name approval is submitted, and the application for the said approval shall be submitted in the name of the company approved by the company registration authority.Article 18 For incorporation of a limited liability company, an application for name approval shall be submitted to the company registration authority by a representative designated, or an agent jointly authorised, by all of the shareholders; while for incorporation of a joint stock limited company, an application for name approval shall be submitted to the company registration authority by a representative designated, or an agent jointly authorised, by all of the promoters.To apply for name approval, the applicant shall submit the following documents: (1) a written application for name approval signed by all of the shareholders of a limited liability company or by all of the promoters of a joint stock limited company; (2) the documents on power of attorney for the representative designated, or the agent jointly authorised, by all of the shareholders or promoters; and (3) other documents that shall be submitted as stipulated by the State Administration for Industry and Commerce.Article 19 An approved name shall be reserved for a period of six months. Within the reservation period, the name shall not be used for business activities, nor transferred.Article 20 For incorporation of a limited liability company, an application for incorporation registration shall be submitted to the company registration authority by a representative designated, or an agent jointly authorised, by all of the shareholders. For incorporation of a wholly State-owned company, the State-owned assets supervision and administration authority authorised by the State Council or by the local peoples government to which it belongs shall be the applicant for the incorporation registration. Where the incorporation of a limited liability company is subject to approval as stipulated by laws, administrative regulations or decisions of the State Council, the applicant shall, within 90 days from the date of approval, apply to the company registration authority for incorporation registration; where the application is submitted at expiration of the specified time limit, the applicant shall request the approving authority to confirm the validity of the original document of approval, or shall submit another application for approval.To apply for incorporation of a limited liability company, the applicant shall submit the following documents to the company registration authority: (1) a written application for incorporation registration signed by the legal representative of the company; (2) the documents on power of attorney for the representative designated, or the agent jointly authorised, by all of the shareholders; (3) the companys articles of association; (4) the Capital Verification Report issued by a legally established capital verification institution, unless otherwise provided for by laws or administrative regulations; (5) if a shareholder makes his initial capital contributions in non-currency property, the document certifying that he has gone through the procedures for transferring his property rights shall be submitted at the time when the company applies for incorporation registration; (6) the qualification certificates of the shareholders as to their legal personality, or the identification certificates if they are natural persons; (7) a document specifying the names and domiciles of the companys directors, supervisors and managers, and the documents related to their appointment, election or employment; (8) the appointment document and identification certificate of the companys legal representative; (9) the written notification of name approval; (10) the documents on the right use of the companys domicile; and (11) other documents that shall be submitted as stipulated by the State Administration for Industry and Commerce.The amount of the initial capital contributions made by a shareholder to a foreign-invested limited liability company shall be in conformity with the provisions of laws and administrative regulations, and the remainder shall be paid in full within two years from the date when the company is incorporated or within five years if the company is an investment company.Where the incorporation of a limited liability company is subject to approval as stipulated by laws, administrative regulations or decisions of the State Council, an application for approval shall be submitted in addition.Article 21 For incorporation of a joint stock limited company, the board of directors shall apply to the company registration authority for incorporation registration. Where a joint stock limited company is to be incorporated by means of share offer, the application shall be submitted to the company registration authority within 30 days after the inaugural assembly.To apply for incorporation of a joint stock limited company, the applicant shall submit the following documents to the company registration authority: (1) a written application for incorporation registration signed by the legal representative of the company; (2) the documents on power of attorney for the representative designated, or the agent jointly authorised, by the board of directors; (3) the companys articles of association; (4) the Capital Verification Report issued by a legally established capital verification institution; (5) if a promoter makes his initial capital contributions in non-currency property, the document certifying that he has gone through the procedures for transferring his property rights shall be submitted at the time when the company applies for incorporation registration; (6) the qualification certificates of the promoters as to their legal personality, or the identification certificates if they are natural persons; (7) a document specifying the names and domiciles of the companys directors, supervisors and managers, and the documents related to their appointment, election or employment; (8) the appointment document and identification certificate of the companys legal representative; (9) the written notification of name approval; (10) the documents on the right use of the companys domicile; and (11) other documents that shall be submitted as stipulated by the State Administration for Industry and Commerce.Where a joint stock limited company is to be incorporated by means of share offer, the minutes of the inaugural assembly shall be submitted in addition; where a joint stock limited company which is incorporated by means of share offer intends to offer its shares to the public, the document of approval issued by the securities regulatory authority of the State Council shall be submitted in addition.Where the incorporation of a joint stock limited company is subject to approval as stipulated by laws, administrative regulations or decisions of the State Council, a document of approval shall be submitted in addition.Article 22 Where the items within the scope of business which a company applies to register are subject to approval before registration as stipulated by laws, administrative regulations or decisions of the State Council, it shall apply to the relevant department of the State for approval before the application for registration, and the document of the said approval shall be submitted to the company registration authority.Article 23 Where a companys articles of association contain provisions that are in violation of laws or administrative regulations, the company registration authority shall have the power to require the company to make the necessary rectifications.Article 24 The certificate of a companys domicile is a document which can prove that the company enjoys the right to use the domicile.Article 25 A company incorporated in accordance with law shall be issued a Business Licence for Enterprise Legal Person by the company registration authority. The date of issuance of the company business licence shall be the date of incorporation of the company. A company shall have its company seals engraved, open bank accounts and apply for tax registration on the strength of the Business Licence for Enterprise Legal Person issued by the company registration authority.Chapter V Modification Registration Article 26 Where a company intends to alter its registration particulars, it shall apply to the original company registration authority for modification registration.A company shall not alter its registration particulars before modification registration.Article 27 To apply for modification registration, a company shall submit to the co