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Article 1 These Regulations are formulated in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the "Company Law") for the purpose of confirming the qualification of a company as an enterprise legal person and standardizing company registration.
Article 2 The establishment, alteration and termination of limited liability companies and joint stock limited companies (hereinafter referred to as companies) shall be registered in accordance with these Regulations.
When applying for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.
Article 3 A company shall be registered by the company registration authority according to law, obtain the Business License of Enterprise as a Legal Person and obtain the qualification of enterprise as a legal person.
A company established after the implementation of these regulations shall not engage in business activities in the name of the company without being registered by the company registration authority.
Article 4 The administrative department for industry and commerce is the company registration authority.
The company registration authority at the lower level shall, under the leadership of the company registration authority at the higher level, carry out company registration.
The company registration authority shall perform its duties according to law and shall not be subject to illegal interference.
Article 5 The State Administration for Industry and Commerce shall be in charge of company registration throughout the country.
Chapter II Registration Jurisdiction
Article 6 The State Administration for Industry and Commerce is responsible for the registration of the following companies:
(a) the company that the state-owned assets supervision and administration institution of the State Council performs the investor's duties and the company invested and established by the company and holds more than 50% of the shares;
(2) Foreign-invested companies;
(3) Companies that should be registered by the State Administration for Industry and Commerce according to laws, administrative regulations or the State Council decisions;
(4) Other companies that should be registered by the State Administration for Industry and Commerce.
Article 7 The administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for the registration of the following companies within their respective jurisdictions:
(1) Companies where the state-owned assets supervision and administration institutions of the people's governments of provinces, autonomous regions and municipalities directly under the Central Government perform the responsibilities of investors, and companies invested and established by this company and holding more than 50% of the shares;
(2) Companies established by registered natural persons as stipulated by the administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government;
(3) Companies that should be registered by the administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government according to laws, administrative regulations or decisions of the State Council;
(4) Other companies authorized by the State Administration for Industry and Commerce to register.
Article 8 The municipal (regional) administration for industry and commerce divided into districts, the county administration for industry and commerce, the industrial and commercial branches of municipalities directly under the Central Government and the regional branches of the municipal administration for industry and commerce divided into districts shall be responsible for the registration of the following companies within their respective jurisdictions:
(1) Companies other than those listed in Articles 6 and 7 of these Regulations;
(2) Companies authorized to register by the State Administration for Industry and Commerce and the administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government.
The specific jurisdiction of the registration mentioned in the preceding paragraph shall be stipulated by the administrations for industry and commerce of provinces, autonomous regions and municipalities directly under the Central Government. However, a joint stock limited company shall be registered by the city (region) administration for industry and commerce with districts.
Article 9 The registered items of a company include:
(1) name;
(2) domicile;
(3) The name of the legal representative;
(4) Registered capital;
(5) company type;
(6) Business scope;
(7) business term;
(8) Names of shareholders of a limited liability company or promoters of a joint stock limited company.
Article 10 The registered items of a company shall comply with the provisions of laws and administrative regulations. If it does not conform to the provisions of laws and administrative regulations, the company registration authority shall not register it.
Article 11 The company name shall conform to the relevant provisions of the state. A company can only use one name. The company name approved and registered by the company registration authority is protected by law.
Article 12 The domicile of a company is the place where its main office is located. A company registered by the company registration authority can only have one domicile. The domicile of a company shall be within the jurisdiction of its company registration authority.
Article 13 The registered capital of a company shall be expressed in RMB, except as otherwise provided by laws and administrative regulations.
Article 14 The mode of capital contribution of shareholders shall conform to the provisions of Article 27 of the Company Law, but shareholders shall not make capital contribution at a fixed price with labor service, credit, natural person's name, goodwill, franchise right or secured property.
Article 15 The business scope of the company shall be stipulated in the articles of association and registered according to law.
The business scope of the company should refer to the national economic industry classification standard.
Article 16 The types of companies include limited liability companies and joint stock limited companies.
A one-person limited liability company shall indicate the sole proprietorship of a natural person or a legal person in the company registration, and indicate it in the company business license.