公司登记管理若干问题的规定 Provisions on Several Issues Concerning Registration Administration of Companies

国家工商行政管理局令第83号
颁布日期：19980107 　实施日期：19980201 　颁布单位：国家工商行政管理局

　　Decree [1998] No.83 of the State Administration for Industry and Commerce

　　January 7, 1998

　　Article 1 These Provisions are formulated in accordance with the Company Law of the people's Republic of China (hereinafter referred to as the Company Law) and the Regulations of the People's Republic of China Governing the Registration of Companies (hereinafter referred to as the Regulations Governing the Registration of Companies) for the purpose of standardizing the registration administration of companies.

　　Article 2 The establishment of a company shall conform to the requirements and procedures as stipulated in the Company Law and the Regulations Governing the Registration of Companies. Where the establishment does not conform to the requirements and procedures as stipulated in the Company Law and the Regulations Governing the Registration of Companies, it cannot be registered as a limited liability company or a joint stock limited company, nor may it be named as a "company".

　　The registration of enterprises other than companies (hereinafter referred to as non-company enterprises) shall be administered in accordance with the Regulations of the People's Republic of China on Administration of the Registration of Enterprise Legal Persons (hereinafter referred to as the Regulations on Administration of the Registration of Enterprise Legal Persons).

　　Article 3 Company registration authorities shall be the State Administration for Industry and Commerce and administrative departments for industry and commerce of provinces (including autonomous regions and municipalities directly under the Central Government, the same below), cities (including autonomous prefectures, the same below) and counties. The administrative departments for industry and commerce of prefectures, leagues and districts under the jurisdiction of large or medium-sized cities, and the administrative departments (sub-departments) for industry and commerce of bonded areas or development zones established with the approval of the people's governments at various levels shall have no authorities in company registration and shall not have a company registered.

　　A company that has its domicile located in a district under the jurisdiction of a municipality directly under the Central Government shall, except that which shall be registered by the State Administration for Industry and Commerce, be registered by the administrative departments for industry and commerce of the municipality directly under the Central Government.

　　The jurisdiction of company registration of the administrative departments for industry and commerce of cities and counties shall, by referring to the principles of dividing the jurisdiction of company registration between the State Administration for Industry and Commerce and the administrative departments for industry and commerce of provinces as stipulated in the Regulations Governing the Registration of Companies, be formulated in details by the administrative departments for industry and commerce of provinces based on the actual circumstances of these provinces.

　　Article 4 An administrative department for industry and commerce of a bonded area or a development zone, as well as a sub-department that is reorganized from an administrative department for industry and commerce of a district under the jurisdiction of a city in accordance with the Document No.[1994] 67 issued by the General Office of the State Council, may be authorized in writing by an administrative department for industry and commerce of a city to verify and approve the registration of a limited liability company, and to verify and issue a business license of enterprise legal person affixed with the stamp of the administrative department for industry and commerce of the city.

　　Article 5 To establish a company, except

as otherwise provided by the laws and administrative regulations of the State, the shareholders shall directly make an application for registration to a company registration authority.

　　As stipulated in the Interim Regulations on Procedures for Formulation of Administrative Regulations promulgated by the State Council, administrative regulation is a general term for various types of regulations on politics, economy, education, science and technology, culture and foreign affairs, etc. that are formulated, on the basis of the Constitution and laws, by the State Council in accordance with the provisions of these Regulations for the purpose of directing and administering administrative work of the State. The tide for an administrative regulation may be regulations, provisions or measures.

　　Special examination and approval by the competent departments in charge of the relevant industries as stipulated in local regulations, departmental rules, local rules and other normative documents shall not be taken as prerequisite requirements for company registration.

　　Article 6 Where laws or administrative regulations stipulate that the establishment of a company shall be examined and approved or where any of the items of an company's business scopes must, as stipulated by laws or administrative regulations, be examined and approved, except those that shall be examined and approved by the State Council or the relevant departments of the State Council, the approval shall be obtained according to law from the examination and approval organ of the place where the company is located. For a joint stock limited company established with the approval of the people's government of a province, its establishment approval document thereof shall be affixed with the stamp of the people's government of the province.

　　Article 7 To apply to establish a wholly State-owned company, approval documents of an authorized investment institution or a department authorized by the State Council or the people's government of a province shall be submitted to the company registration authority. An authorized investment institution or a department authorized by the people's government below the province level shall handle the matter in accordance with the provisions of the State Council.

　　Article 8 To establish a company, the applicant shall apply for pre-approval of a company name to a registration authority that has the jurisdiction over verification of name.

　　Where the industry shown in the pre-approved company name is not approved by the department concerned, the company name shall be re-verified by the original name verification authority, or the applicant shall reapply for pre-approval of a company name.

　　Article 9 A "limited liability company" may be referred to as a "limited company" for short.

　　A company shall not be referred to as a "corporation" or a "group company". Where a company meets the requirements for an enterprise group, its core enterprise may be registered as a "group limited company", "group limited liability company" or "group joint stock limited company".

　　Article 10 A statutory capital verification institution that has the right to produce a capital verification certificate shall be a public accounting firm or an audit firm registered by an administrative department for industry and commerce. For a company into which State-owned assets are contributed as shares, the property registration of State-owned assets shall not be a document that must be submitted for company registration.

　　Article 11 Where the amount of capital contributions in the form of high and new technology achievements exceeds 20 per cent of the registered capital of a limited company, they shall be confirmed by a State or provincial administrative department of science and technology, and appraised and evaluated by a legally registered appraisal institution.

　　Where a shareholder make

s its capital contributions in the form of land-use right, he shall obtain the approval from an approving department concerned, and shall undertake the procedures for property transfer in accordance with the relevant provisions of the State.

　　Article 12 Where the contents of the articles of association of a company violate the provisions of the laws or administrative regulations of the State, the company registration authority shall require the applicant to make amends. Where the applicant refuses to make such amends, the application for company registration shall be rejected.

　　Article 13 The enterprise type of companies shall be classified into limited liability company and joint stock limited company. Wholly State-owned companies shall belong to limited liability company, and the enterprise type thereof shall be "limited liability company (wholly State-owned) ". The enterprise type of listed joint stock limited company shall be "joint stock limited company (listed)".

　　Article 14 The establishment of a subsidiary shall conform to the requirements and procedures as stipulated in the Company Law and the Regulations Governing the Registration of Companies. Except that a State-authorized investment company may invest to establish a sole-investor subsidiary (i.e. wholly State-owned subsidiary), no company may establish a sole-investor subsidiary.

　　A company shall not establish any non-company enterprise legal persons, and shall not make investments as shares to any non-company enterprises, except for those companies restructured from non-company enterprises or those companies that merger non-company enterprises and standardize them as branches or subsidiaries in accordance with the Company Law.

　　Article 15 For an operating unit established by a company but not qualified as an enterprise legal p

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