Provisions on the Administration of Registration of Business Scope of Enterprises
Order of the State Administration for Industry and Commerce of the People's Republic of China
No. 12
The Provisions on the Administration of the Registration of Business Scope of Enterprises has been deliberated and adopted at the executive meeting of the People's Republic of China and the State Administration for Industry and Commerce, and is hereby promulgated and shall come into force as of July 1 2004.
Director Wang Zhongfu
June 14th, 2004
Article 1 These Provisions are formulated in accordance with the laws and administrative regulations on enterprise registration management in order to standardize the registration management of enterprise business scope, standardize the business behavior of enterprises and protect the legitimate rights and interests of enterprises.
Article 2 These Provisions shall apply to enterprises registered in the People's Republic of China.
Article 3 The business scope refers to the business scope of an enterprise, which shall be registered by the enterprise registration authority according to law.
The business scope of an enterprise shall be registered by the enterprise registration authority according to the application of investors or enterprises. The business scope of an enterprise shall be consistent with the provisions of the articles of association or partnership agreement.
Article 4 The business scope is divided into licensed business projects and general business projects.
Licensed business projects refer to the projects that enterprises should report to the relevant departments for approval according to laws, administrative regulations and the State Council decisions before applying for registration.
General business projects refer to projects that enterprises can apply for independently without approval.
Article 5 To apply for a permit to operate a project, the applicant shall apply to the examination and approval authority in accordance with laws, administrative regulations and the State Council decisions, and after approval, apply to the enterprise registration authority with the approval documents and certificates. If the examination and approval authority has a limitation on the operating period of the licensed project, the registration authority shall register the operating period, and the enterprise shall engage in business within the operating period approved by the examination and approval authority.
To apply for general business projects, the applicant shall refer to the Classification of National Economic Industries and the relevant provisions to independently choose one or more business categories, and apply for registration directly to the enterprise registration authority according to law.
Article 6 The enterprise registration authority shall register the licensed business projects in accordance with the approval documents and certificates of the examination and approval authority. If the approval documents and certificates do not express the licensed business projects or the expression is not standardized, they shall be registered in accordance with relevant laws, administrative regulations, the State Council decisions and the National Economic Industry Classification.
The enterprise registration authority shall, according to the articles of association, partnership agreement or application of the enterprise, and refer to the categories in the National Economic Industry Classification and relevant regulations, register general business projects.
Article 7 The business scope of an enterprise shall include or embody the industry or business characteristics in the enterprise name. For an enterprise operating across industries, the industry to which the first business item in its business scope belongs is the enterprise's industry.
Article 8 An enterprise that changes its business scope shall apply to the enterprise registration authority for registration of change within 30 days from the date when the enterprise makes a resolution or decision on change. Where a licensed project is involved, it shall apply to the enterprise registration authority for registration of change within 30 days from the date of approval by the examination and approval authority with the approval documents and certificates.
A partnership enterprise or a sole proprietorship enterprise that changes its business scope shall apply to the enterprise registration authority for registration of change within 15 days from the date of making the change decision.
Article 9 Where an enterprise newly established due to division or merger applies to engage in licensed business projects, it shall apply to the examination and approval authority stipulated by laws, administrative regulations and the State Council decisions before applying for registration, and after approval, it shall apply to the enterprise registration authority with the approval documents and certificates; Where an enterprise that survives due to division or merger applies to engage in licensed business projects, it does not need to go through the examination and approval procedures again if it has been approved by the examination and approval authority before the change registration.
Article 10 An enterprise does not need to go through the formalities of re-examination and approval for the licensed business projects that have been approved by the examination and approval authorities before it changes its type. Except as otherwise provided by laws, administrative regulations and the State Council.
Eleventh enterprises to change the investor, the original approved by the examination and approval authority of the licensed business projects, after changing the investor, there is no need to re-apply for examination and approval procedures. Except as otherwise provided by laws, administrative regulations and the State Council.
Where the investor of an enterprise changes from a domestic investor to an overseas investor, or the investor of an enterprise changes from an overseas investor to a domestic investor, the enterprise registration authority shall re-register its business scope in accordance with the approval documents and certificates of the examination and approval authority.
Article 12 The business scope of a branch that cannot bear civil liability independently (hereinafter referred to as a branch) shall not exceed the business scope of its affiliated enterprise.
Where a branch engages in a licensed business project within the business scope of its affiliated enterprise, it shall be reported to the examination and approval authority for approval. Except as otherwise provided by laws, administrative regulations and the State Council.
Where the examination and approval authority separately approves the branch's licensed business projects, the enterprise may apply for an increase in the corresponding business scope on the basis of the approval documents and certificates of the branch's licensed business projects, but the words "(branch operation)" shall be marked after the application for an increase in the business scope.
Article 13 The enterprise registration authority shall not register any of the following circumstances in the business scope applied by an enterprise:
(a) laws, administrative regulations, the State Council decided to prohibit the operation of enterprises;
(2) Being a licensed project, the approval documents and certificates of the examination and approval authority cannot be submitted;
(three) the registered capital does not reach the minimum amount of registered capital for the operation of the project as stipulated by laws and administrative regulations;
(4) Laws, administrative regulations and the State Council stipulate that enterprises in specific industries can only engage in approved projects while enterprises apply for other projects;
(five) other circumstances stipulated by laws, administrative regulations and the State Council.
Article 14 In any of the following circumstances, an enterprise shall stop the operation of relevant projects and apply to the enterprise registration authority for registration of change of business scope or cancellation of registration in time:
(1) After the general business items in the business scope are adjusted to licensed business items due to laws, administrative regulations and the State Council, the enterprise fails to apply for examination and approval procedures in accordance with the relevant provisions and is approved;
(two) the licensed business projects within the scope of business, laws, administrative regulations and the State Council decisions require re-examination and approval, and the enterprise fails to apply for examination and approval in accordance with the relevant provisions;
(3) For the licensed business projects within the business scope, the enterprise fails to re-apply for the examination and approval procedures after the expiration of the business term approved by the examination and approval authority and is approved;
(4) The licensed business items within the business scope are cancelled by the examination and approval authority.
Article 15 Where an enterprise engages in licensed project operation without approval or registration, or violates the provisions of Article 14 of these Provisions, the enterprise registration authority shall investigate and deal with it according to the Measures for Investigating and Banning Unlicensed Operation.
Article 16 Where an enterprise engages in unregistered general business projects, the enterprise registration authority shall investigate and deal with it according to the law according to the out-of-scope business.
Article 17 These Provisions shall come into force as of July 1 day, 2004.