中华人民共和国私营企业暂行条例 Provisional Regulations of the Peoples Republic of China on Private Enterprises

（Adopted at the 7th Routine Meeting of the State Council on June 3， 1988. Issued by the 4th Order of the State Council of the People's Republic of China on June 5，1988）
颁布日期：19880625 　实施日期：19880701 　颁布单位：国务院

　　Chapter 1 General Provisions

　　Article 1 These Regulations are formulated to encourage and guide a healthy development of private enterprises， to protect their legal rights and interests and strengthen the supervision and administration， thus prospering the socialist planned commodity economy.

　　Article 2 The “private enterprise” referred to in these Regulations means the benefit-sought economic organization whose property is owned by the individuals with more than 8 employees.

　　Article 3 The private economy is a supplement to the socialist economy under the public ownership. The State protects the legal rights and interests of the private enterprise.

　　The private enterprise shall conduct its business within the scope stipulated by laws， regulations and policies of the State.

　　Article 4 The staff and workers of the private enterprise may organize the trade union in accordance with the law. The staff and worker's legal rights and interests shall be protected by laws of the State.

　　Article 5 The private enterprises are entitled to establish the private enterprise association.

　　Chapter 2 Types of Private Enterprises

　　Article 6 The private enterprises are classified under the following 3 types：

　　（1） personal-fund enterprise；

　　（2） partnership enterprise；

　　（3） limited-liability company.

　　Article 7 The “personal-fund enterprise” refers to the enterprise which is invested in and managed by one person.

　　The investor of the personal-fund enterprise shall assume unlimited liability for the debts of the enterprise.

　　Article 8 The “partnership enterprise” means the enterprise which is funded according to an agreement， managed together， and whose profits and losses are born jointly by more than 2 persons.

　　The partnership enterprise shall have a written agreement. The partners shall assume unlimited joint liability for the debts of the enterprise.

　　Article 9 The “limited-liability company” means the investors shall hold the liability for the company according to their contribution and the company shall bear its liabilities with its all assets.

　　The limited-liability company shall comply with the following provisions：

　　（1） the name of the company shall be titled with “limited-liability company” or “limited company”；

　　（2） the articles of associations of the company shall conform with the stipulations of these Regulations；

　　（3） the number of investors shall range from 2 to 30；

　　（4） registered fund shall have a legal certificate of capital verification；

　　（5） the transfer of an investor's contribution shall be agreed upon by the other investors； if the number of investors is more than 3， the transfer shall be agreed up on by the majority of the investors；

　　（6） the registered fund shall not be reduced；

　　（7） the public issue of stocks shall not be permitted.

　　The limited-liability company with more than 30 investors shall apply and report specially to the department in change of administration of industrial and commercial， and go through the registration formalities upon the permission.

　　Article 10 The limited-liability company shall obtain the status of legal person according to law.

　　Chapter 3 Establishment and Termination of Private Enterprise

　　Article 11 The following persons may apply for establishing a private enterprise：

　　（1） villagers in rural areas；

　　（2） unemployed people in cities and towns；

　　（3） individual industrial and commercial households；

　　（4） persons who have resigned or been discharged；

　　（5） persons

who have retired， and other people permitted by laws， regulations and policies of the State.

　　Article 12 Within the scope stipulated by laws， regulations and policies of the State， the private enterprise can conduct its production and business in the lines of industry， construction， traffic and transportation， commerce， catering， service， repairing and consulting of science and technology.

　　The private enterprise shall not be engaged in military industry and banking， and cannot produce and deal in the products prohibited by the State.

　　Article 13 When applying for establishing a private enterprise， it shall meet the following requirements：

　　（1） having funds and employees in conformity to the scale of business and service of the enterprise；

　　（2） having fixed place of business and necessary equipment；

　　（3） its business scope being in conformity with provisions of laws， regulations and policies of the State.

　　Article 14 The articles of association of the limited-liability company shall include the following items：

　　（1） the name and address of the company；

　　（2） the purpose of establishing the company and its business scope；

　　（3） the amounts of registered funds and the contribution of each investor；

　　（4） each investor's name and address， and his rights and obligations；

　　（5） the institution of the company；

　　（6） conditions for dissolution of the company；

　　（7） conditions for investors transferring their share of investment；

　　（8） allocation of profits and bearing of losses；

　　（9） procedures for the amendment of articles of association of the company；

　　（10） other items needed to be stated expressly.

　　Article 15 When applying for establishing a private enterprise， the applicant shall register with the local department in charge of administration of industry and commerce by the related certificates. Upon the ratification and the issuing of its business license， the private enterprise can conduct its business operations.

　　Article 16 When separating， merging， transferring， moving and changing business scope， the private enterprise shall go through the formalities of alternation of registration or re-registration with the departments in charge of administration of industry and commerce.

　　Article 17 In case of termination， the private enterprise shall file application with the departments in charge of administration of industry and commerce 30 days before termination， and cancel the registration after verification by the department.

　　In case of termination， the private enterprise shall carry out liquidation and pay off its debts.

　　Article 18 In case of bankruptcy， the private enterprise shall carry out liquidation of bankruptcy and pay off its debts. The detailed measures for the liquidation will be made out separately.

　　Article 19 A private enterprise with the qualification of legal person shall handle the registration of establishment， alternation or cancellation of the registration according to the provisions of Regulations of the People's Republic of China for the Registration of the Enterprise Legal Person.

　　Chapter 4 Rights and Obligations of the Private Enterprise

　　Article 20 The investor of the private enterprise is entitled to have the ownership to his property， which can be inherited according to law.

　　Article 21 The private enterprise is entitled to have the following rights in the course of production and operation：

　　（1） exclusive right of using the name which is ratified and registered in the ratified scope；

　　（2） independent right of management in the ratified scope of business；

　　（3） right of making decisions for setting up institution and employing and dismissing the staff and workers of the enterprise；

　　（4） right of making decisions for the system of wages and sa

laries， and the forms of profit distribution；

　　（5） right of making out the price of the products and the standard of charges according to the regulations of the State on price control；

　　（6） right of signing the contract；

　　（7） rights of application for patent and registration of trade-mark.

　　Article 22 The private enterprise， according to the provisions of laws and regulations of the State， may set up Sino-foreign joint ventures， Sino-foreign cooperative enterprise with foreign company， enterprise and other economic organizations or individuals， and may engage in processing with supplied materials and samples， assembling with supplied parts and compensation trade.

　　Article 23 The private enterprise shall perform the following obligations in the course of production and operation：

　　（1） abiding by laws， regulations and policies of the State；

　　（2） paying taxes according to law；

　　（3） obeying the supervision and administration of the relevant authorities of the State.

　　Article 24 The private enterprise shall open account （s） with a bank or other financial institutes according to the relevant provisions of the State.

　　Those who are up to the stipulated conditions can apply for the loans.

　　Article 25 No unit can require in any way the private enterprise to provide financial and material assistance or manpower， except for the stipulations of laws and regulations of the State. The private enterprise has the right to refuse the apportion allotted to it， and the departments in charge of administration of industry and commerce are authorised to stop the apportion.

　　Article 26 The private enterprise's “Business License of Enterprise Legal Perso

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