Regulation of the People's Republic of China on the Administration of the Registration of Market Entities

Regulation of the People's Republic of China on the Administration of the Registration of Market Entities 中华人民共和国市场主体登记管理条例 Order of the State Council of the People's Republic of China (No. 746) The Regulation of the People's Republic of China on the Administration of the Registration of Market Entities, as adopted at the 131st executive meeting of the State Council on April 14, 2021, is hereby issued, and shall come into force on March 1, 2022. Premier: Li Keqiang July 27, 2021 Regulation of the People's Republic of China on the Administration of the Registration of Market Entities Chapter I General Provisions Article 1 This Regulation is developed for the purposes of regulating the administration of registration of market entities, promoting the development of a law-based market, maintaining a sound market order, protecting the lawful rights and interests of market entities, and optimizing the business environment. Article 2 For the purposes of this Regulation, “market entities” means the following natural persons, legal persons and unincorporated organizations that engage in business activities for profit within the territory of the People's Republic of China. (1) Companies, non-corporate enterprise legal persons and their branch offices. (2) Sole proprietorship enterprises, partnership enterprises and their branch offices. (3) Specialized farmers' cooperatives (unions) and their branch offices. (4) Individual industrial and commercial households. (5) Branch offices of foreign companies. (6) Other market entities provided for by laws and administrative regulations. Article 3 Market entities shall undergo registration in accordance with this Regulation. No one may engage in business activities in the name of a market entity without registration, except that registration is not required in accordance with the provisions of laws and administrative regulations. The registration of market entities includes formation registration, modification registration and deregistration. Article 4 The registration of market entities shall be administered under the principles of compliance with laws and regulations, standardization and uniformity, openness and transparency, and convenience and efficiency. Article 5 The market regulatory department of the State Council shall take charge of the administration of registration of market entities nationwide. The market regulatory department of the local people's government at or above the county level shall take charge of the administration of registration of market entities within its jurisdiction, and strengthen overall planning, guidance and supervision and administration. Article 6 The market regulatory department of the State Council shall strengthen information technology development and develop unified market entity registration data and system construction specifications. The department undertaking the registration of market entities (hereinafter referred to as the “registration authority”) of the local people's government at or above the county level shall optimize the procedures for the registration of market entities, enhance the efficiency of registration of market entities, promote on-site handling, completion of handling at one time and within a specified period of time, and other rules, realize centralized processing, processing at nearest outlets, online processing, and cross-regional processing, and enhance the convenience of registration of market entities. Article 7 The market regulatory department of the State Council and the relevant departments of the State Council shall promote the sharing and use of registration information of market entities and other government information, and enhance the efficiency of government services. Chapter II Registration Matters Article 8 The ordinary registration matters of a market entity include the following: (1) Name. (2) Type of the entity. (3) Business scope. (4) Domicile or major business premise. (5) Registered capital or amount of capital contribution. (6) Name of its legal representative, executive partner or the person in charge. In addition to those provided for in the preceding paragraph, the following matters shall also be registered according to the types of market entities: (1) Names of shareholders of a limited liability company, promoters of a joint stock limited company, or capital contributors of a non-corporate enterprise legal person. (2) The name and domicile of the investor of a sole proprietorship enterprise. (3) The names and domiciles of the partners of a partnership enterprise and the methods for the assumption of liability. (4) The name, domicile, and business premises of the individual industrial and commercial household. (5) Other matters as provided for by laws and administrative regulations. Article 9 The following matters of a market entity shall be submitted to the registration authority for recordation. (1) Bylaws or partnership agreement. (2) Term of operation or partnership. (3) The amount of capital contributions subscribed for by the shareholders of a limited liability company or the promoters of a joint stock limited company, and the amount, time limit for contribution and form of contribution in respect of capital contributions subscribed for or actually paid by the partners of a partnership enterprise. (4) The company's directors, supervisors and senior executives. (5) Members of a specialized farmers' cooperative (union). (6) Names of family members of an individual industrial and commercial household who participate in the business operations thereof. (7) Market entity registration liaison personnel and recipients of legal instruments for a foreign-funded enterprise. (8) Information on the beneficial owners of a company, partnership enterprise, or other market entity. (9) Other matters as provided for by laws and administrative regulations. Article 10 A market entity may only register one name, and the registered name of the market entity shall be protected by law. The name of a market entity shall be applied for independently by the applicant in accordance with the law. Article 11 A market entity may only register one domicile or major business premise. A natural person business operator within the e-commerce platform may, in accordance with the relevant provisions of the state, take the online business premise provided by the e-commerce platform as the business premise. The people's government of a province, autonomous region or municipality directly under the Central Government may, in accordance with the provisions of applicable laws and administrative regulations and the actual circumstances of its region, specifically provide for on its own or authorize the people's government at a lower level to specifically provide for the domicile or major business premise that facilitate market entities' business operations. Article 12 Under any of the following circumstances, a person may not serve as the legal representative of a company or non-corporate enterprise legal person: (1) He or she has no civil conduct capacity or has a limited civil conduct capacity. (2) He or she was given a criminal punishment for corruption, bribery, encroachment upon property, embezzlement of property, or disturbance of the socialist market economic order, and it has not been five years since the day when he or she finished serving the criminal sentence, or he or she was deprived of political rights in a sentence for a crime, and it has not been five years since the day when he or she finished serving the criminal sentence. (3) He or she was the legal representative, director, factory head or manager of a company or non-corporate enterprise legal person which went bankrupt and was liquidated, he or she was personally liable for the bankruptcy, and it has not been three years since the day of completion of bankruptcy liquidation. (4) He or she was the legal representative of a company or non-corporate enterprise legal person which had its business license revoked or was ordered to close down for any violation of law, he or she was personally liable for the revocation or closedown, and it has not been three years since the day of revocation of the business license thereof. (5) The person fails to repay a relatively large amount of due debt. (6) Other circumstances provided for by laws and administrative regulations. Article 13 Except as otherwise provided for by any law, administrative regulation or the decision of the State Council, a subscription registration system shall be implemented for the registered capital or amount of capital contribution of market entities, and the capital shall be denominated in RMB. The form of capital contribution shall comply with the provisions of laws and administrative regulations. The shareholder of a company, the capital contributor of a non-corporate enterprise legal person or a member of a specialized farmers' cooperative (union) may not make capital contribution with labor, credit, the name of a natural person, goodwill, franchise, or property already used as security, among others. Article 14 The business scope of a market entity includes ordinary business items and licensed business items. If any licensed item in the business scope of a market entity shall be subject to approval before registration in accordance with the law, the market entity shall submit the relevant approval documents when applying for registration. The market entity shall undergo registration of business scope a......