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

erson, the word "branch" may not be include in its name, but it shall undertake registration according to the procedures for branch registration.

　　The business scope of a branch shall not go beyond that of a company. Where a branch engages in any items that shall be subject to approval as stipulated by laws or administrative regulations, the matter shall be reported to the relevant departments of the State for approval.

　　Article 16 A company shall be issued with a Business License for Enterprise Legal Person and a Business License in 1994 version and a non-company enterprise shall be issued with a Business License for Enterprise Legal Person and a Business License in 1989 version. The stamp affixed to the business license shall be the official stamp of the registration authority, and shall not be replaced by the stamp specially used for registration.

　　Article 17 Where a State organ legal person, an association legal person, or an institution legal person acts as a shareholder or sponsor of a company, the matter shall be governed in accordance with the relevant provisions of the State.

　　An institution operated as an enterprise shall undertake enterprise legal person registration, and then it may make investments as shares in the name of enterprise legal person.

　　A "share-holding meeting of staff members" or any other similar organization that has already undertaken registration for association legal person may become a shareholder of a company.

　　Article 18 Where, in rural areas, a collective economic organization performs the functions of collective economic administration, the rural collective economic organization shall be act as an investing entity; Where there in no a collective economic organization, the functions of collective economic administration are performed by a villagers committee as a substitute, the villagers committee, as an investing entity, may make investments to establish a company. Where a villagers committee intends to make investments to establish a company, the villagers committee shall make a resolution on this matter.

　　Article 19 A urban residents committee with investing capability may invest to establish a company.

　　Article 20 Where an enterprise with foreign investment becomes a shareholder, it shall conform to the relevant laws, administrative regulations and policies. The relevant specific provisions shall refer to the Several Provisions of the State Administration for Industry and Commerce on Registration Administration of Enterprises with Foreign Investment Becoming Company Shareholders or Sponsors.

　　Where the Chinese investor obtains the whole share ownership of an enterprise as a result of a change of share ownership of an enterprise with foreign investment, when applying for modification of registration, the enterprise shall submit the relevant documents to the registration authority in accordance with the requirements of establishment registration for the type of enterprise to which it intends to change. After the verification of the registration authority, the Business License for Enterprise Legal Persons of the People's Republic of China shall be handed in for cancellation, and a Business License for Enterprise Legal Persons shall be issued as a replacement.

　　Article 21 No public accounting firms, audit firms, law firms and assets assessment authorities shall, as investing entities, invest into other industries to establish companies.

　　Article 22 Legal persons may jointly invest to establish companies and shall not be subject to the restrictions of existence or inexistence of property rights.

　　Article 23 Where family members jointly invest to establish a limited liability company, they shall take their self-owned properties as registered capital, and shall respectively bear their corresponding liabilities, and when undertaking registration, a written certification or agreement on partition of properties shall be submitted.

　　Article 24 A legal representative of an enterprise legal person shall not become a shareholder of the limited liability company established with the investment made by the enterprise in which he holds a post.

　　Article 25 Except as otherwise provided by laws or administrative regulations, the investment ratio of a shareholder of a limited liability company shall, in principle, not be subject to any restrictions; however, where laws are obviously sidestepped with the result of establishing a sole-investor company in a disguised form, the company registration authority shall not grant the registration.

　　Article 26 The director or manager of a company shall not concurrently serve as the director or manager of a company in the same industry that has no investment relationship with the company in which he holds a post.

　　Article 27 A person other than a shareholder may be elected or engaged as the director or manager.

　　Article 28 A limited liability company with a small number of shareholders or in a small size shall not have a board of directors, which shall be stipulated by the articles of association of the company.

　　Article 29 When a joint stock limited company is to be established, the "Financial Auditing Report on Preparing for the Establishment of a Company" submitted to the company registration authority shall be the auditing report on the expenditures for the establishment of the company submitted by the sponsor and adopted upon deliberation by the inaugural meeting of the company.

　　Article 30 When an announcement concerning the registration of establishment, modification or cancellation of a company is to be published, it shall be clearly stated that the basis on which the company is registered is the Company Law and the Regulations Governing the Registration of Companies.

　　Article 31 After the term of business of a company has expired, where the term needs to be extended or the business needs to be terminated, modification of registration or cancellation of registration shall be u

ndertaken. Where the term of business is exceeded but no modification of registration or cancellation of registration is undertaken, the company shall be punished in accordance with Article 63 and Article 66 of the Regulations Governing the Registration of Companies respectively.

　　Article 32 Where a company establishes a branch without authorization, it shall be ordered to make corrections; where there any illegal earnings, a fine of not more than three times the illegal earnings shall be imposed, but the maximum of the fine shall not exceed 30,000 yuan; where there are no illegal earnings, a fine of not more than 10,000 yuan shall be imposed.

　　Article 33 Where a branch violates the regulations on administration of company registration, if there are any illegal earnings, a fine of not more than three times the illegal earnings shall be imposed, but the maximum of the fine shall not exceed 30,000 yuan; where there are no illegal earnings, a fine of not more than 10,000 yuan shall be imposed. Where the business license of a branch is forged, altered, leased, lent or transferred, or the business license of a branch is not placed in an eye-catching position at its domicile, it shall be punished in accordance with the provisions of Article 69 and Article 70 of the Regulations Governing the Registration of Companies respectively.

　　Article 34 Where the registration is cancelled or the business license is revoked in accordance with the provisions of Articles 58 and 59 of the Regulations Governing the Registration of Companies, the company shall have no qualifications for a legal person from the beginning.

　　Article 35 These Provisions shall enter into force as of February 1, 1998. The Opinions on Certain Issues Concerning the Implementation of the Regulations of the People's Republic of China Governing the Registration of Companies (Gongshangqizi [1994] No. 185) and the Reply and Opinions on Several Specific Issues Concerning Administration of the Registration of Companies (Gongshangqizi [1995] No.303) promulgated by the State Administration for Industry and Commerce shall be nullified simultaneously

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