企业登记管理条例英文版

1、（Adopted by the Fourth Executive Meeting of the State Council on May 13， 1988 ，promulgatedby Decree No. 1 of the StateCouncilofthe People 'sRepublicof Chinaon June 3 ， 1988 ， and effective as of July 1， 1988）颁布日期： 19880603实施日期： 19880701颁布单位：国务院Chapter I General ProvisionsArticle 1 In accordance

2、with relevant provisions of the General Principles ofthe Civil Law of the People's Republic of China， the present Regulations areformulated with a view to establishing a system for controlling the registrationof enterprises as legal persons， confirming their status as such， safeguardingtheir leg

3、itimate rightsand interests， stamping out illegal business operations，and preserving social and economic order.Article 2 Any of the following enterprises which are qualified as legal persons shall register as such in accordance with the relevant provisions of the present Regulations ：（ 1） enterprise

4、s owned by the whole people；（ 2） enterprises under collective ownership；（ 3） jointly operated enterprises；（ 4） Chinese-foreign equity joint ventures ， Chinese-foreign contractual joint ventures and foreign-capital enterprises established within the territory of thePeople's Republic of China；（ 5）

5、 privately operated enterprises；（ 6） other enterprises required by the law to register as legal persons.Article 3 Those enterprises applying for registration as legal persons shallbe givenBusinessLicensesforEnterprisesas Legal Persons and the statusoflegalpersons when their applications for registra

6、tion have been examined and approvedby the authorities in charge of the registration of enterprises as legal personsand their legitimaterights andinterests shallbe protected by laws ofthe State.Those enterprises ， which are required by law to register as legal persons but which have not gone through

7、 the procedures of examination and approval registrationby the authorities in charge of the registration of enterprises as legal persons，shall not be allowed to engage in business operations.Chapter II Registration AuthoritiesArticle4 The authoritiesin chargeof the registrationofenterprisesas legalp

8、ersons（hereinafter referredto as the registration authorities） are the StateAdministration for Industry and Commerce and administrative departments forindustryand commerce atvariouslevels.Registrationauthoritiesat variouslevelsshall perform their functions according to law under the leadership of hi

9、gherregistration authorities and be free from unlawful interference.Article 5 The registration of national corporations， enterprise groups andcorporationshandlingimport-exportbusinessset up withtheapprovaloftheStateCouncilor departmentsauthorizedby theStateCouncil shallbe examined and approvedby the

10、 State Administration for Industry and Commerce. The registration ofChinese-foreignequityjointventures， Chinese-foreigncontractualjointventuresand foreign-capital enterprises shall be examined and approved by the StateAdministrationforIndustryand Commerceor by localadministrativedepartmentsforindust

11、ry and commerce authorized by the State Administration for Industry andCommerce.The registration of son（ or branch） companies of national corporations，enterprises ， enterprise groups or companies handling import-export tradeestablishedwith theapprovalofthepeople'sgovernmentsofprovinces， autonomo

12、usregions or municipalities directly under the Central Government or departmentsauthorizedby them shallbe examined and approved by theadministrativedepartmentsfor industryand commerce oftheprovinces， autonomousregionsand municipalitiesdirectlyundertheCentralGovernment.The registrationofotherenterpri

13、sesshallbe examined and approvedby the administrativedepartmentsforindustryand commerceof the cities of counties（ districts） where the enterprises are located.Article6 Registrationauthoritiesat variouslevelsshallinstitutea fileofthe registration of enterprises as legal persons and a system for tabul

14、atingstatisticsrelatingtosuchregistration， and collectbasic informationabouttheregistration of enterprises as legal persons so as to serve the development of aplanned commodity economy. Registration authorities shall offer， in a plannedmanner and accordingtotheneeds ofsociety， theserviceofprovidingt

15、hepublicwith data about the registration of enterprises as legal persons.ChapterIIIConditionsforRegistrationand EntitiestoApplyforRegistrationArticle 7 Entities applying for registration as enterprises as legal personsmust satisfy the following conditions， i.e. having：（ 1） name， organization and art

16、icles of association；（ 2） fixed sites for business operations and essential facilities；（ 3） fundsand employees in conformitywithStateregulationstheir scale of production， operation or service；and in linewith（ 4） ability to bear civil liabilities independently；（ 5） a scope of businessin conformitywit

17、h the provisionsof the relevantlaws ，regulations and policies of the State.Article 8 The application of an enterprise for registration as a legal person shall be filed by the person responsible for establishing the enterprise.The registration as a legal civil liabilities independentlyperson of a joi

18、ntly shall be appliedoperated enterprise which bears for by the person responsible forinitiating the said enterprise.Chapter IV Items of RegistrationArticle 9 The major items to be registered for an enterprise as a legal person are ：name， residence， siteforbusinessoperation， legalrepresentative， eco

19、nomicnature ， scope of business ， mode of operation ， registered capital ， number of employees ， duration of operation and subdivisions.Article 10 An enterprise as a legal person shall use only one name. The nameto be used by the enterprise as a legal person in its application for registrationshall

20、be examined by the registration authorities and， after it is approved andregistered， theenterpriseas a legalpersonshallenjoy the rightto theexclusiveuse of the registered name within a definite limit.Those who apply for establishing Chinese-foreign equity joint ventures，Chinese-foreign contractual j

21、oint ventures or foreign-capital enterprises shallapplyto the registrationauthoritiesforregisteringthe names ofthe enterprisesbefore their contracts and articles of association are examined and approved.Article11 The legalrepresentativeofan enterpriseas a legalperson ， whichhas been registered after

22、 examination and approval by a registration authority，shallbe the signatorywho exercisesfunctionsand powers on behalfof theenterprise.The signature of the legal representative shall be submitted to the registrationauthority for the record.Article12 The registeredcapitalofan enterpriseas a legalperso

23、nrepresentsthe totalvalue oftheproperty theStateentrusts toitfor operationand managementor that of the property owned by the enterprise itself.When an enterprise as a legal person registers for starting operations， thediscrepancy between the sum of capital it applies for registration and the sum of

24、capital it actually possesses shall be handled in accordance with specific regulations of the State.Article 13 The scope of business of an enterprise as a legal person shall bein harmony with its capital， sites， equipment ， employees and technical force.It may focus on one line of business as its ma

25、in operation while engaging inother operations simultaneously in accordance with relevant regulations of the State. An enterprise as a legal person shall engage in operations within the scope of business as approved in registration.Chapter V Registration for Starting OperationsArticle 14 An enterpri

26、se as a legal person shall apply to a registrationauthorityforregistrationforstartingoperationswithin30 days afterthe approvalof the department in charge of it or that of an authority for examination and approval. For an enterprise which does not have a department in charge or authority forexaminati

27、onand approval ， itsapplicationforregistrationforstartingoperationsshallbe examined by a registrationauthority.The registrationauthorityshallmakea decision of approval or disapproval of the application for registration within 30 days after receiving it.Article 15 An enterprise as a legal person shal

28、l submit the following paperswhen applying for registration for starting operations：（ 1） an applicationforregistrationsignedby the person responsibleforitsestablishment；（2） thedocument of approvalissued by the departmentin charge or the authorityfor examination and approval；（ 3） its articles of asso

29、ciation；（ 4） a certificateof itscreditworthiness， a certificateof the verificationof its capital or a guarantee for its capital；（ 5） a certificateof theidentityofthe principalresponsiblepersonof theenterprise；（ 6） a certificate of the right to use the residence and site for operation；（ 7） other rele

30、vant papers and certificates.Article 16 When the application filed by an entity for starting operations asan enterprise as a legal person has been examined and approved by a registrationauthority and a Business Licenses for Enterprises as a Legal Person is received，the enterpriseshallbe consideredas

31、 established.The enterprisesas a legalpersonmay henceforth have its official seal made， open a bank account， sign contractsand conduct business operations by dint of its Business License.The registration authority may Business License ， if the enterprise operations.， after a check-up， issue duplicat

32、es of theas a legalpersonneeds them foritsbusinessChapter VI Changes in RegistrationArticle 17 An enterprise as a legal person shall apply for making changes inits registration whenever it changes its name ， residence ， site ， legal representative ，economic nature ，scope of business ，mode of operati

33、on ，registered capital or duration of operation and whenever it increases or disbands its branches.Article 18 An enterprise as a legal person shall apply to the registration authority for making changes in its registration within 30 days after the changes are approved by the department in charge or

34、by the authority for examination and approval.Article 19 An enterprise as a legal person shall apply to the registrationauthorityformaking changes in itsregistration， orforregistrationforstartingoperationsor forcancellingitsregistration， wheneveritis splitup， ormergedwith others or moved elsewhere，

35、within 30 days after these changes are approvedby the department in charge or by the authority for examination and approval.Chapter VII Cancellation of RegistrationArticle 20 An enterprise asa legal personshall go through the proceduresforcancelling its registration with the registration authority w

36、hen it closes down，is dissolved， declaresbankruptcyor terminatesitsbusinessoperationsfor otherreasons.Article 21 Whenever an enterprise as a legal person is to cancel itsregistration， it must submit an application signed by its legal representative，a document of approval issued by the department in

37、charge or by the authority forexaminationand approval， a certificateshowing thecompletion of theclearingupof its liabilities， ora documentshowing thata liquidationorganizationwillberesponsibleforclearingup itscreditor'srightsand liabilities.The registrationauthority ，afterexamining and approving

38、the application，shallrecalltheBusinessLicense for Enterprise as a Legal Person， duplicates of the License， take overthe official seal of the enterprise ， and notify the banks at which it has opened an account of the cancellation of its registration.Article 22 An enterprise as a legal person， which f

39、ails to start operations6 months after receiving its Business License for Enterprise as a Legal Person orwhich has ceased itsoperationsfora year ， shallbe regardedas havingcloseddown，and the registration authority shall recall its Business License for Enterprisesas a Legal Person ， duplicatesof the

40、License ， takeover itsofficialseal and notifythe banks at which ithas opened an accountof the cancellationof itsregistration.Chapter VIII Announcement， Annual Check-up and Control of CertificatesArticle 23 The registration authority shall issue registration announcementswhenever an enterprise as a l

41、egal person starts operations ， changes its name or cancels its registration. No other organ shall be entitled to issue suchannouncements without the approval of the registration authority.Article 24 A system for conducting annual check-up shall be instituted toadministertheregistrationofenterprises

42、as legalpersons.An enterpriseas a legalpersonshallsubmititsannualcheck-upreport， itsbalancesheetorstatementofassetsand liabilitiesto theregistrationauthorityatthetime itprescribes.Theregistrationauthorityshall checkup the majoritemscontainedintheregistrationof the enterprise as a legal person.Articl

43、e25 The BusinessLicenseforEnterprisesas a LegalPersonissuedby theregistrationauthorityis thecertificateofan enterpriseas a legal person.Exceptthe registrationauthority， whichmay withholdorcancelitin accordancewiththelegal procedures， no other organ or individual is entitled to take over， detainor de

44、stroyit.An enterpriseas a legal person ， which has lostitsBusinessLicensefor Enterprise as a Legal Person or duplicates of the License， must announce theloss in a newspaper before it can apply for a replacement.The Business License for Enterprise as a Legal Person and its duplicates maynot be forged

45、， altered， leased， lent， sold or reproduced without permission.Article 26 An enterprise as a legal person shall pay registration and annualcheck-up fees accordingtothe ruleswhen itregistersforstartingoperationsandapplies for making changes in its registration and when it receives the annualcheck-up.

46、 The fees to be charged on registration for starting operations shall be0.1% ofthesum of theenterprise'sregisteredcapital；incases where the registeredcapital exceeds 10 million yuan， the fees to be charged on the portion in excessof thesaidsum shallbe 0.05% ofit ； incases where theregisteredcapi

47、talexceeds100 million yuan， no fees shall be charged on the portion in excess of the saidsum.The minimum registration fee shall be 50 yuan. Fees to be charged on makingchanges in the registration and conducting the annual check-up shall be prescribed by the State Administration for Industry and Comm

48、erce.Chapter IX Control of the Registration of Business Operations by Institutions and Scientific and Technological Public OrganizationsArticle 27 When institutions or scientific and technological publicorganizationsestablishenterprisesqualifiedas legalpersonsin linewithrelevantregulationsofthestate

49、， theapplicationsforregistrationshallbe filedby theenterprises. They may engage in business operations only after their applicationsfor registrationhave been approved bythe registrationauthoritiesand aftertheyhave receivedtheirrespectiveBusinessLicensesforEnterpriseas a LegalPerson.Article 28 Instit

50、utions， which are run like enterprises in accordance withrelevantregulationsoftheStateand whichno longerreceiveoperatingfundsfromthe State， or scientific and technological public organizations which areestablished for business operations， shall apply for registration if they arequalifiedto be enterprisesas legalpersons.They may engage inbusinessoperationsonly after their applications have been approved by the registration authoritiesand they have received theirrespectiveBusinessLicenses forEnterpriseas a LegalPerson.Chapter X Supervision and ControlArt