Rules of Shenzhen Special Economic Zone on Commercial Registration
Announcement of the Standing Committee of the 5th Shenzhen Municipal People’s Congress
(NO. 108)
Article 1 For the purposes of improving the commercial registration system, strengthening the market supervision regime and facilitating economic development, these Rules are formulated in accordance with the basic principles of laws and administrative regulations as well as the actual circumstances of Shenzhen Special Economic Zone (hereinafter referred to as “the Special Zone”).
Article 2 These Rules are applicable to commercial registration and the related supervision activities within the Special Zone; if there is no provision in these Rules, relevant laws and regulations shall be implemented.
Article 3 For the purpose of these Rules, commercial registration refers to the activities which an applicant files an application to the commercial registration authority, the authority then registers the establishment, modification or cancellation of the commercial entity on the commercial register and makes the records public.
For the purpose of these Rules, the commercial entities refer to the natural persons, the legal persons and other economic organizations which register according to law and engage in business activities for profits.
Article 4 Shenzhen Municipal People’s Government (hereinafter referred to as “the Municipal Government”) shall improve the good faith system for commercial entities, intensify the credit restrictions, and promote the self-discipline and self-government of commercial entities.
Article 5 The Market Supervision Department of the Municipal Government is the commercial registration authority which takes charge of the commercial registration work and the relevant supervision work pursuant to these Rules.
Article 6 The commercial registration authority shall establish the commercial register as the legal carrier, in which the registration items and filing items of commercial entities are recorded, for the public to look up or duplicate.
Article 7 Registration items for commercial entities shall include:
(1) The title;
(2) The domicile or place of business;
(3) The type;
(4) The person in charge;
(5) The total amount of capital;
(6) The term of operation;
(7) Names or titles of investors and their respective investment.
The commercial registration authority shall, pursuant to the preceding paragraph, stipulate the detailed contents of the registration items according to the types of commercial entities.
Article 8 Filing items for commercial entities shall include:
(1) The articles of association or agreement;
(2) The scope of business;
(3) Names of directors, supervisors, and other senior managers;
(4) Members of liquidation group and its person in charge.
(5) Registration information of subsidiaries or branches of the commercial entity which locates outside the Special Zone.
Article 9 To establish a commercial entity, the following materials shall be submitted to the commercial registration authority:
(1) The application for establishment registration;
(2) The articles of association or agreement;
(3) The notice of pre-approval of the title;
(4) Materials of information on the domicile or place of business;
(5) Certificates of investors’ subject qualification;
(6) Appointment documents and proof of identity of the relevant members such as the person in charge and senior managers;
(7)Other materials stipulated by the commercial registration authority.
The establishment of commercial entities such as banks, securities companies, insurance companies, foreign investment enterprises, or accounting firms, need to be ratified by the relevant departments according to laws and administrative regulations, the relevant permits and approval documents shall be submitted.
The applicant shall be responsible for the authenticity of the application materials submitted.
Article 10 The commercial registration authority shall formulate the lists of materials which need to be submitted for the registration of establishment, modification and cancellation of a commercial entity and publish them to the public.
Article 11 The commercial registration authority shall conduct formal examination to the materials submitted by the applicant.
Where the application materials are not complete or do not comply with the legal form, the commercial registration authority shall notify the applicant all the materials that need to be added or rectified within 1 workday from the date of receiving the materials in one time, and shall specify the requirements.
Where the application materials are complete and comply with the legal form, the commercial registration authority shall accept the application, and shall register and issue the business license within 3 workdays from the date of acceptance.
Where the commercial registration authority is not able to finish the registration within 3 workdays, it may extend for 3 workdays upon approval by the person in charge of the authority.
The commercial registration authority shall not charge any fees for commercial registration.
Article 12 A commercial entity shall conduct business activities according to law after receiving the business license. Where there is any item in the business scope that needs to be ratified according to laws and regulations, the relevant business activities shall be conducted after receiving the permits and approval documents.
Article 13 An applicant shall report materials of information on the domicile or place of business when applying for establishing a commercial entity.
The applicant shall be responsible for the legality and authenticity of the domicile or place of business.
Article 14 Where the place of business needs to be ratified by the departments of planning, environment protection, firefighting, culture, hygiene or other relevant departments according to laws and regulations, the relevant business activities shall be conducted after receiving the permits and approval documents.
Article 15 The scope of business of a commercial entity shall be determined by the articles of association, agreement or application.
The commercial registration authority shall formulate a classified catalog with reference to the industry classification standard of national economy to provide guidance to applicants.
Article 16 The system of registration of subscription of contribution to the registered capital is applicable to limited liability companies.
When applicants apply for the establishment registration of a limited liability company, the commercial registration authority shall register the total amount of registered capital subscribed by all shareholders. The amount of capital contribution actually paid in by all shareholders is not necessary to be registered, and the applicants do not need to submit the capital verification certificates.
Article 17 The shareholders of a limited liability company shall agree upon the amounts, time and forms of capital contribution as well as the proportion of capital contribution not in cash, and shall record those provisions in the articles of association.
Where a shareholder invests the capital contribution which he has subscribed for, the limited liability company shall issue a capital contribution certificate to the shareholder. The capital contribution certificate shall be signed by all shareholders. Where there is a shareholder who does not sign the certificate, he shall write down the reason.
Shareholders shall be responsible for the authenticity of the investment of capital contribution.
Article 18 A limited liability company may apply to the commercial registration authority for filing of the total amount of capital contribution which is actually paid in, and shall be responsible for the authenticity of the capital contribution actually paid in.
Article 19 The issuance date of the business license shall be the establishment date of a commercial entity.
For a legally established company or enterprise legal person which is not a company, a Business License of Legal Person Enterprise shall be issued by the commercial registration authority; for a partnership enterprise or individual proprietorship enterprise which is established in accordance with law, a Business License of Non-legal Person Enterprise shall be issued by the commercial registration authority; for a legally established enterprise branch, a Business License of Enterprise Branch shall be issued by the commercial registration authority; for an individual industrial and commercial household which is established in accordance with law, a Business License of Individual Industrial and Commercial household shall be issued by the commercial registration authority.
Article 20 A business license shall set out the following items respectively:
(1) A Business License of Legal Person Enterprise: the title of the enterprise, the legal representative, the domicile, the date of establishment;
(2) A Business License of Non-legal Person Enterprise: the title of the enterprise, the place of business, the investors or partners who conduct partnership affairs, the date of establishment;
(3) A Business License of Enterprise Branch: the title of the branch, the person in charge, the place of business, the date of establishment;
(4) A Business License of Individual Industrial and Commercial Household: the title of the household, the operator, the place of business, the date of establishment.
There shall be a warning column in the business license where the inquiry methods for the business scope, the capital contribution, the term of operation, the approved business items and other matters of the commercial entity are indicated. The commercial registration authority shall issue written certificates on the above matters according to the application of a commercial entity.
The style of a business license shall be announced by the commercial registration authority.
Article 21 Where a commercial entity establishes a branch, and the place of business of the branch is not identical with the entity’s and the two places are in different districts within the Special Zone, the entity shall transact the registration for branches; where the place of business of the branch is not identical with the entity’s and the two places are in a same district within the Special Zone, the entity shall have an option to choose to transact the registration for branches or to record the information on the branch’s place of business in the business license of its own.
Article 22 Where there is a change to the registration items, the commercial entity shall apply for modification registration to the commercial registration authority within 30 days from the date that the resolution or decision of the change is made; where the modification is not registered, the commercial entity shall not change the commercial registration items presumptuously.
Where there is a change to the filing items, the commercial entity shall apply to the commercial registration authority for filing.
Article 23 The registration system that combines the business license, the organization code certificate and the tax registration certificate into one certificate shall be carried out, and the specific measures shall be formulated by the Municipal Government separately.
Article 24 Online application, acceptance, examination, license issuance and archives shall be implemented. The electronic archives, electronic business licenses shall have the same legal effect as the paper versions.
A commercial entity may apply to the commercial registration authority for a paper version of business license.
Article 25 The Municipal Government shall deepen the reform on the approval regime, define and adjust the supervision duties of the relevant departments on the commercial entities and approval items, and bring forth new ideas and strengthen the supervision structure of commercial entities according to the principle that approval adapts to supervision.
Article 26 The following matters shall be supervised, investigated and handled by the commercial registration authority in accordance with law:
(1) Without obtaining a business license that shall be obtained, engaging in business activities in the name of a commercial entity without authorization;
(2)Obtaining the commercial registration by means of submitting false documents or employing other deceptions to conceal important facts;
(3) Failing to carry out modification registration as required by the provisions.
Article 27 In any of the following circumstances, the relevant approval department of administrative permits shall investigate and handle in accordance with law:
(1) Without obtaining a permit or other approval documents that shall be obtained according to law, engaging in business activities without authorization;
(2) Where, according to the provisions of laws and regulations, a business license is not required to be obtained, but a permit or other approval documents shall be obtained, engaging in business activities presumptuously without the aforesaid permits or approval documents;
(3) Where the term of validity of the permits or other approval documents expires or the permits and approvals are revoked, withdrawn, cancelled according to law, engaging in business activities continuously.
Article 28 The commercial registration authority and the relevant departments shall, according to the provisions of the Municipal Government, establish a joint-action mechanism for supervision on commercial entities; and shall inform the relevant department timely the violations that are found during supervision but do not fall within the responsibilities of their own, the relevant department shall investigate and handle the aforesaid violations according to law; where a suspected crime is constituted, the case shall be referred to judicial organs for handling in accordance with law.
Article 29 The system of annual report of commercial entities shall be implemented.
A commercial entity shall submit annual reports to the commercial registration authority according to these Rules, and there is no need to conduct annual examination.
An annual report shall include the registration items, the filing items, the amount of capital contribution actually paid in, an annual balance sheet, and a profit and loss statement of the commercial entity.
The commercial entity shall be responsible for the authenticity of the annual report.
Article 30 A commercial entity shall submit the annual report within the period prescribed by the commercial registration authority.
A commercial entity shall submit the annual report since the next year of establishment.
The commercial registration authority may supervise and inspect the annual reports submitted by commercial entities.
Article 31 The system of directory of business anomaly shall be implemented.
Where a commercial entity falls in any of the following circumstances, it shall be removed from the commercial register, written down in the directory of business anomaly, and brought into the credit supervision system:
(1)The entity fails to submit the annual report on time;
(2) The entity fails to be contacted through the registered domicile or place of business.
The commercial registration authority shall, through the information platform prescribed in Article 36 of these Rules, inform the commercial entity of the facts, reasons and basis of the decision that it shall be written down in the directory of business anomaly, and inform it the rights according to law before making the decision.
The information on the investors, persons in charge, directors, supervisors and senior managers who are personally responsible for the commercial entity to be written down in the directory of business anomaly shall be brought into the credit supervision system.
Article 32 Where the period that a commercial entity is in the directory of business anomaly does not exceed 5 years and the facts and reasons that led it to be written down in the directory disappears, the entity may apply for registration restoration; the commercial register authority shall remove it from the directory and restore registration in the register after examination and verification.
Article 33 Where a commercial entity falls in any of the following circumstances, it shall be written in the directory of business anomaly permanently, its registration in the register shall not be restored, and its title shall be replaced by the register number:
(1) The period that the commercial entity is in the directory of business anomaly exceeds 5 years;
(2)The entity violates the provisions on the management of enterprise title registration, and does not make corrections in time after being ordered to remedy its errors by the commercial registration authority.
Article 34 Where a commercial entity is written down in the directory of business anomaly permanently, the entity, its investors, persons in charge, directors, supervisors, and senior managers shall undertake the related legal liability according to law.
Article 35 Where a commercial entity refuses to accept the decision made by the commercial registration authority to write it down in the directory of anomaly or to write it down in the directory of anomaly permanently, it may apply for administrative reconsideration or bring an administrative lawsuit.
Where it is wrong to write down a commercial entity in the directory of anomaly or to write it down in the directory of anomaly permanently, the commercial registration authority shall withdraw the relevant decision, and restore registration in the register.
Article 36 The Municipal Government shall establish a uniform information publication platform of registration, permit, approval and credit of commercial entities (hereinafter referred to as “the Information Platform”), through the electronic monitoring sharing system of government information resources, to release information on commercial registration, permit and approval items and their supervision.
The relevant departments of the municipal government shall realize the mutual exchange and sharing of information according to the principles of demand orientation, supplier response, negotiation confirmation, uniform standard, security safeguard and free sharing.
Article 37 The commercial registration authority shall publish the following information through the Information Platform:
(1) Information on commercial entity registration;
(2) Information on commercial entity filing;
(3) Information on submission of annual reports by commercial entities;
(4) Information on commercial entities that are written down in the directory of anomaly or written down in the directory of anomaly permanently;
(5) Information on commercial entity supervision.
The relevant departments of the Municipal Government shall publish the following information through the Information Platform:
(1) Information on permit and approval items;
(2) Information on supervision of permits and approvals.
Article 38 A commercial entity shall promise the authenticity of the declarations and the materials submitted; where it practices fraud, it shall be brought into the credit supervision system.
Where there is a violation of these Rules by a commercial entity, the commercial registration authority, the administrative permit approval department or other relevant departments shall investigate and handle the violation according to these Rules and provisions of relevant laws and regulations.
Article 39 Where the commercial registration authority, the administrative permit approval department or other relevant departments and their staff member fail to perform duties in violation of these Rules, sanctions shall be imposed on the directly responsible persons in charge and other directly responsible persons; if a suspected crime is constituted, the case shall be transferred to judicial organs to be handled according to law.
Article 40 Commercial entities shall apply for issuance of new business licenses to the commercial registration authority within 1 year from the date of coming into effect of these Rules. The specific measures shall be formulated by the commercial registration authority separately, and shall come into effect at the same time as these Rules.
Article 41 The districts referred to in these Rules shall include the new administrative districts of Guangming, Pingshan, Longhua and Dapeng.
Article 42 The Municipal Government shall formulate detailed rules pursuant to these Rules.
Article 43 These Rules shall take effect as of March 1st, 2013.
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