Detailed Rules for the Implementation of the Regulations of the People's Republic of China on the Administration of Registration of

Detailed Rules for the Implementation of the Regulations of the People's Republic of China on the Administration of Registration of

(Decree No. 52 of the State Administration for Market Regulation promulgated on March 1, 2022, effective as of the date of promulgation)

Chapter I: General Provisions

  Article 1 In accordance with the Regulations of the People's Republic of China on the Registration and Administration of Market Entities (hereinafter referred to as the "Regulations") and other relevant laws and regulations,These Implementing Rules are formulated。

  Article 2 The registration and management of market entities shall follow compliance with laws and regulations、Standardization and uniformity、Be transparent、The principle of convenience and efficiency。

  Article 3 The State Administration for Market Regulation is in charge of the unified registration and management of market entities nationwide,Formulate institutional measures for the registration and management of market entities,Promote the electronic registration process,Regulate the conduct of registration,Guide local registration organs to carry out registration management work in an orderly manner in accordance with law。

Local market regulation departments at the county level or above are in charge of the registration and management of market entities in their respective jurisdictions,Strengthen the overall guidance, supervision and management of the registration and management of market entities within the jurisdiction,Improve the level of registration management。

The dispatched agencies of the county-level departments for market regulation may lawfully undertake registration and management duties for market entities such as individual industrial and commercial households。

Registration organs at all levels shall perform registration management duties in accordance with law,Implement the national unified registration management policy documents and normative requirements,Use a unified registration dossier、Format of the paperwork,and a unified provincial market entity registration management system,Optimize the registration process,Implement convenient methods such as online processing,Complete data security management systems,Provide normalization、Standardized registration management services。

  Article 4 The people's governments at or above the provincial level or their authorized State-owned assets supervision and administration institutions perform the duties of the investor,and the registration and management of companies invested and established by the company and holding more than 50% of the equity or shares, which shall be the responsibility of the provincial registration authority;The registration and management of a company limited by shares shall be the responsibility of the local registration authority at or above the prefectural and municipal level。

Except in the circumstances provided for in the preceding paragraph,Provincial-level departments for market regulation are to make uniform provisions on the registration jurisdiction of their respective jurisdictions in accordance with law;The higher-level registration authority is in specific circumstances,The registration and management of some market entities may be entrusted to the lower-level registration authorities in accordance with law,or undertake part of the registration management work of the lower-level registration authority。

The State Administration for Market Regulation or the local market regulation departments authorized by it are responsible for the registration and management of foreign-invested enterprises。

  Article 5 The State Administration for Market Regulation shall strengthen the establishment of informatization,Unified registration management business specifications、Data standards and platform service interfaces,Aggregate information on the registration and management of market entities across the country。

Provincial-level departments for market regulation are in charge of the establishment of registration management informatization in their respective jurisdictions,Establish a unified registration and management system for market entities,Aggregate information on the registration and management of market entities,Standardize the registration process for market entities,Improve the level of government services,Strengthen information sharing and business collaboration between departments,Improve the facilitation of registration and management of market entities。

Chapter II: Registration Matters

  Article 6 Market entities shall lawfully register the following matters in accordance with the type:

(1) Company:name、type、Scope of business、domicile、Registered capital、Name of legal representative、The name of the shareholder of a limited liability company or the promoter of a company limited by shares。

(2) Non-corporate enterprise legal person:name、type、Scope of business、domicile、Amount of capital contribution、Name of legal representative、Name of the funder (competent authority).。

(3) Sole proprietorship:name、type、Scope of business、domicile、Amount of capital contribution、Name and address of the investor。

(4) Partnerships:name、type、Scope of business、Principal place of business、Amount of capital contribution、The name or name of the managing partner,The name or name of the partner、domicile、Manner of taking responsibility。The managing partner is a legal person or other organization,The registration shall also include the name of the representative appointed by him/her。

(5) Professional farmer cooperatives (cooperatives):name、type、Scope of business、domicile、Amount of capital contribution、Name of legal representative。

(6) Branches:name、type、Scope of business、Establishments、Name of person in charge。

(7) Individually-owned businesses:Composition、Scope of business、Establishments,Name of the operator、domicile。Individually-owned businesses use names,The registration items shall also include the name。

(8) Laws、Other matters stipulated by administrative regulations。

  Article 7 Market entities shall file the following matters in accordance with law according to type:

(1) Company:constitution、Duration of operation、The amount of capital contribution subscribed by the shareholders of a limited liability company or the promoters of a company limited by shares、director、Supervisor、Senior management、Register a liaison、The recipient of the legal documents of the foreign-invested company。

(2) Non-corporate enterprise legal person:constitution、Duration of operation、Register a liaison。

(3) Sole proprietorship:Register a liaison。

(4) Partnerships:Partnership Agreement、Duration of the partnership、The amount of capital contribution subscribed or actually paid by the partner、Payment deadline and method of contribution、Register a liaison、Service of legal documents of foreign-invested partnership to the recipient。

(5) Professional farmer cooperatives (cooperatives):constitution、member、Register a liaison。

(6) Branches:Register a liaison。

(7) Individually-owned businesses:The name of the family member whose family participates in the operation、Register a liaison。

(8) Company、Information related to beneficial owners of market entities such as partnerships。

(9) Laws、Other matters stipulated by administrative regulations。

The above-mentioned filing matters shall be collected by the registration authority at the time of establishment and registration。

The beneficial owner information management system shall be formulated separately by the People's Bank of China in conjunction with the State Administration for Market Regulation。

  Article 8 The name of the market entity is to be independently declared by the applicant in accordance with law。

  Article 9 The applicant shall apply for registration of the following types of market entities in accordance with law:

(1) Limited liability company、corporation;

(2) Enterprises owned by the whole people、Collective-owned enterprises、Associates;

(3) Sole proprietorship;

(4) General partnerships (including special general partnerships).、Limited Partnerships;

(5) Professional farmer cooperatives、Union of Professional Farmer Cooperatives;

(6) Individually-owned businesses、Family-run sole proprietorship。

Branches shall indicate the branch or the corresponding branch according to the type of market entity to which they belong。

  Article 10 The applicant shall, according to the type of market entity, submit a request to its domicile (main place of business) in accordance with the law、Business premises) is located with the registration authority with registration jurisdiction for registration。

  Article 11 The applicant applies for registration as the legal representative of the market entity、Managing Partner (including Appointed Representative),It shall comply with the provisions of the charter or agreement。

The partnership agreement does not stipulate or all partners have not decided to entrust the executive partner,Except for limited partners,The applicant shall register all other partners as executive partners。

  Article 12 The applicant shall follow the catalogue of business scope specifications issued by the State Administration for Market Regulation,According to the main industry or business characteristics of the market entity, the general business project and the licensed business project are independently selected,Apply for business scope registration。

  Article 13 The registered capital (capital contribution) of the market entity for which the applicant applies for registration shall comply with the articles of association or agreement。

The registered capital (capital contribution) of a market entity is expressed in RMB。The registered capital (capital contribution) of a foreign-invested enterprise may be expressed in a freely convertible currency。

Contributing capital with the equity or creditor's rights of a domestic company in accordance with the law,Ownership should be clear、Integrity of power,It can be assessed in accordance with the law、transfer,Comply with the provisions of the company's articles of association。

Chapter III: Registration Specifications

  Article 14 The applicant may do so on his/her own or by appointing a representative、Entrust an agent to handle the registration of market entities、Filing matters。

  Article 15 The applicant shall sign or affix a seal to the application materials。

Applicants can sign electronically or electronically through electronic signature tools and channels such as the National Unified Electronic Business License System。Reliable electronic signatures that comply with legal requirements、An electronic signature has the same legal effect as a handwritten signature or seal。

  Article 16 Registering、In the case of filing matters,Applicants shall cooperate with the registration authorities to pass the real-name authentication system,Use facial recognition and other methods to conduct real-name verification for the following persons:

(1) Legal representative、Managing Partner (including Appointed Representative)、Head;

(2) Shareholders of a limited liability company、Promoter of a company limited by shares、Directors of the Company、Supervisors and senior management;

(3) Investors of sole proprietorship enterprises、Partnership Partner、Member of Professional Farmer Cooperatives (Cooperatives).、Sole proprietorship operators;

(4) Liaison for the registration of market entities、The recipient of the legal documents of the foreign-invested enterprise;

(5) Designated representatives or authorized agents。

For special reasons,Parties are unable to verify their identity information through the real-name authentication system,A natural person's identity document that has been notarized in accordance with law may be submitted,Or you can go to the scene with your identity document。

  Article 17 Handle the registration of market entities、Filing matters,Applicants can submit their applications on-site at the registration authority,Applications can also be made through the Market Entity Registration System。

The authenticity of the applicant's application materials、legality、Effectiveness is responsible。

Handle the registration of market entities、Filing matters,Laws and regulations shall be complied with,Be honest and trustworthy,The registration of market entities shall not be used,Seeking illegal benefits,Disrupting the market order,Endangering national security、Social and public interests。

  Article 18 The application materials are complete、Conforms to the statutory form,The registration authority shall confirm it,and register on the spot,Issuance of a notice of registration,Timely issuance of business licenses。

Those who do not register on the spot,The registration authority shall issue a voucher for receiving the application materials to the applicant,The application materials will be reviewed within 3 working days;The situation is complex,With the approval of the person in charge of the registration authority,It can be extended by 3 working days,and inform the applicant in writing。

The application materials are incomplete or do not conform to the statutory form,The registration authority shall return the application materials to the applicant,and inform the applicant of the materials that need to be supplemented and corrected at one time。After the applicant corrects it,The application materials should be resubmitted。

Matters that do not fall within the scope of registration as a market entity or within the scope of the registration authority of this registration authority,The registration authority shall inform the applicant to apply to the relevant administrative organ。

  Article 19 The application for registration of a market entity does not comply with the law、Administrative regulations or decisions of the State Council,or may endanger national security、of the public interest,The registration authority shall not register,and issue a notice of non-registration。

The authenticity of the application materials of the interested party on the market entity、legality、validity or other substantive rights to initiate litigation or arbitration,It has an impact on the registration of the registration organs in accordance with law,The claimant shall be after the conclusion of the litigation or arbitration,Apply to the registration authority for registration。

  Article 20 The legally-designated representative of a market entity is restricted from holding a position in accordance with law,In the case of an application for the recording of other changes,An application shall be made for the change of registration of the legally-designated representative in a timely manner in accordance with law。

The market entity is not affected by the registration of the domicile (main place of business、business premises) are unable to get in touch and are included in the list of abnormal business operations,In the case of an application for the recording of other changes,An application for domicile (main place of business) shall be made in a timely manner in accordance with the law、business premises).。

  Article 21 Merger of companies or professional farmer cooperatives (cooperatives).、Discrete,It may be announced through the National Enterprise Credit Information Publicity System,The announcement period is 45 days,An application for registration shall be made after the expiration of the notice period。

Mergers of unincorporated corporations、Discrete,It shall be approved by the investor (competent department).,Apply for registration within 30 days from the date of approval。

Market entities establish branches,An application for registration shall be made within 30 days from the date of the decision to the registration authority at the place where the branch is located。

  Article 22 law、Administrative regulations or decisions of the State Council provide for market entities to apply for registration、Matters that need to be approved before filing,Registering、ICP filing,The relevant approval documents or license certificates shall be submitted within the validity period。The relevant approval documents or permits do not specify the validity period,More than 90 days have elapsed since the date of approval,The applicant shall report to the examination and approval authority for confirmation of its validity or submit it for approval separately。

After the establishment of a market entity,There is a change in the content of the approval document or license certificate provided for in the preceding paragraph、revoked、Revocation or expiration of the validity period,The document should be self-approved、The date on which the license is re-approved or revoked、quash、Apply for change of registration or cancellation of registration within 30 days from the date of expiration of the validity period。

  Article 23 The business license of a market entity shall clearly indicate the name、Legal representative (executive partner、Sole proprietorship investors、The name of the operator or the person in charge、Type (composition)、Registered Capital (Capital Contribution)、Residence (principal place of business、Place of business)、Scope of business、Registration Authority、Date of Establishment、Unified social credit code。

An electronic business license has the same legal effect as a paper business license,Market entities may carry out business activities with electronic business licenses。

When a market entity handles a change in registration or an application for cancellation of registration involving the items recorded in the business license,The paper business license needs to be returned at the time of application、copy。Where the business license of a market entity is refused or cannot be returned,After the registration authority completes the modification or cancellation of registration,Announce the invalidation of business licenses through the national enterprise credit information publicity system。

  Article 24 Foreign investors set up foreign-invested enterprises in China,The qualification documents of the subject or the identity certificate of the natural person shall be notarized by the notary public of the country where they are located and authenticated by the Chinese embassy (consulate) in that country。Except as otherwise provided for certification in international treaties concluded or jointly acceded to by China and relevant countries。

Hong Kong SAR、The subject qualification documents or natural person identity certificates of investors in the Macao Special Administrative Region and the Taiwan Region shall be in accordance with the special provisions or agreements,Provide notarized documents from a local notary public in accordance with the law。In accordance with the relevant provisions of the state,Except where notarized documents are not required。

Chapter IV: Establishment and Registration

  Article 25 Apply for establishment registration,The following materials shall be submitted:

(1) Application;

(2) The applicant's subject qualification document or natural person identity certificate;

(3) Domicile (main place of business、place of business).;

(4) Company、Non-corporate legal person、Articles of association of professional farmer cooperatives (cooperatives) or partnership agreements of partnership enterprises。

  Article 26 Apply for company establishment registration,It should also be submitted to the legal representative、director、Appointment documents and natural person identification certificates of supervisors and senior managers。

In addition to the materials specified in the preceding paragraph,The company raising and establishing a company limited by shares shall also submit a capital verification certificate issued by a lawfully established capital verification agency;Public offering of shares,It shall also submit the approval or registration documents of the securities regulatory authority of the State Council。The initiator's first capital contribution is non-monetary property,Proof of the formalities for the transfer of property rights shall also be submitted。

  Article 27 Apply for the establishment of an unincorporated enterprise legal person,The legal representative's appointment documents and proof of identity of the natural person shall also be submitted。

  Article 28 Application for the establishment of a partnership,The following materials shall also be submitted:

(1) Law、Administrative regulations stipulate that the establishment of a special general partnership requires the submission of the professional qualification documents of the partners,Submit the appropriate materials;

(2) All partners decide to entrust the executive partner,The power of attorney of all partners and the entity qualification documents of the executive partners or the identity certificate of the natural person shall be submitted。The managing partner is a legal person or other organization,A power of attorney and proof of identity of the natural person shall also be submitted。

  Article 29 Application for the establishment of professional farmer cooperatives (cooperatives),The following materials shall also be submitted:

(1) The minutes of the founding meeting signed or sealed by all the founders;

(2) Legal representative、Appointment documents and proof of identity of natural persons of the directors;

(3) The roster of members and the list of capital contributions,and the membership qualification document or the identity certificate of the natural person。

  Article 30 Apply for the registration of the establishment of a branch,The person in charge's employment documents and proof of identity of the natural person shall also be submitted。

Chapter V: Modification of Registration

  Article 31 Modification of registration items by market entities,A change resolution should be made on its own、Apply for registration of the change within 30 days from the date of the decision or statutory change。

The change in the registration items of a market entity involves a change in the registration items of a branch office,An application shall be made for the change of registration of a branch within 30 days from the date of the change of registration of the registration items of the market entity。

  Article 32 Apply for a change of registration,An application shall be submitted,The following materials shall be submitted according to the type of market entity and the specific changes:

(1) The change of the company involves the amendment of the articles of association,A revised charter or amendment to the charter shall be submitted;It is necessary to make a resolution and decision on amending the charter,Relevant resolutions and decisions should also be submitted;

(2) The partnership enterprise shall submit a written decision on change signed by all partners or persons specified in the partnership agreement;The change involves the modification of the partnership agreement,A partnership agreement signed by all partners or signed by the persons specified in the partnership agreement shall be submitted for modification or supplementation;

(3) Professional farmer cooperatives (cooperatives) shall submit to the general assembly of members or the representative assembly of members to make a resolution on changes;Where the change involves the revision of the charter, the revised charter or amendments to the charter shall be submitted。

  Article 33 The legal representative of the market entity is replaced、Managing Partner (including Appointed Representative)、The application for change of registration of the person in charge shall be made by the new legal representative、Managing Partner (including Appointed Representative)、Signature of the person in charge。

  Article 34 Change of name of the market entity,You can self-declare your name and apply for a change of registration before the expiration of the retention period,You can also apply for a change of registration directly。

  Article 35 Change of domicile (main place of business) of a market entity、Place of business),should be moved into a new residence (main place of business、business premises) to apply to the registration authority of the place of relocation for change of registration,and submit a new domicile (main place of business、business premises) to use the relevant documents。

  Article 36 Market entities change their registered capital or capital contributions,The registration of the change shall be handled。

The company increases its registered capital,The shareholders of a limited liability company subscribe for the capital contribution of the new capital and the shareholders of a company limited by shares subscribe for new shares,It shall be implemented in accordance with the provisions on the payment of capital contributions and shares at the time of establishment。A company limited by shares increases its registered capital by way of public offering of new shares or by a listed company by way of non-public issuance of new shares,It shall also submit the approval or registration documents of the securities regulatory authority of the State Council。

The company reduces its registered capital,It may be announced through the National Enterprise Credit Information Publicity System,The announcement period is 45 days,An application for modification of registration shall be made after the expiration of the announcement period。law、Administrative regulations or decisions of the State Council have provisions on the minimum amount of registered capital of a company,The reduced registered capital shall not be less than the minimum amount。

The currency of the registered capital (capital contribution) of the foreign-invested enterprise has changed,An application shall be made to the registration authority for modification of the registration。

  Article 37 Type of company change,The establishment conditions shall be in accordance with the type of company to be changed,Apply for the recording of a change within the prescribed time limit,and submit relevant materials。

An unincorporated enterprise legal person applies for restructuring into a company,The conditions for the establishment shall be based on the type of company to be changed,Apply for the registration of a change within the prescribed time limit,and submit relevant materials。

Individually-owned businesses apply for transformation into an enterprise organization,The application for registration shall be made in accordance with the establishment conditions of the type of enterprise to be changed。

  Article 38 Individually-owned businesses change their operators,It shall be after the cancellation of registration has been completed,The new operator shall re-apply for registration。Where both business operators apply for handling at the same time,The registration authorities may handle the matter together。

  Article 39 Market entities change the filing matters,It shall be filed in accordance with the provisions of Article 29 of the Regulations。

Professional farmer cooperatives due to changes in membership,The number of peasant members is less than the legal proportion,Within 6 months from the date of occurrence of the cause, new peasant members shall be recruited into the cooperative, so that the number of peasant members reaches the statutory proportion。Members of the Association of Professional Farmer Cooperatives withdraw,The number of members is lower than the legal requirements for the establishment of the association,Within 6 months from the date of occurrence of the cause, the members of the professional farmer cooperative association shall be recruited into the cooperative, etc., so that the members of the professional farmer cooperative association can meet the statutory requirements。

Chapter VI Closure of Business

  Article 40 Due to natural disasters、Accident disaster、Public health events、Social security incidents and other reasons that cause business difficulties,Market entities may decide on their own to suspend business for a certain period of time。law、Except as otherwise provided by administrative regulations。

  Article 41 The market entity decided to close down,It shall file with the registration authority before the business is closed。The registration organs are to publicize the period of business closure to the public through the national enterprise credit information publicity system、Information such as the address for service of legal documents。

Replace the domicile (principal place of business) with the address for service of legal documents、business premises).,A confirmation of the address for service of legal documents shall be submitted。

Market entities extend the period of business closure,It shall be handled in accordance with regulations within 30 days before the expiration of the time limit。

  Article 42 After the market entity has filed for business closure,Independently decide to carry out or have actually carried out business activities,The termination of business shall be announced on the national enterprise credit information publicity system within 30 days。

When a market entity resumes business,check in、There is a change in the filing matters,Modification of registration or filing shall be handled in a timely manner。Replace the domicile (principal place of business) with the address for service of legal documents、business premises).,The domicile (main place of business) shall be handled in a timely manner、business premises).。

The period for business closure for the filing of market entities expires,or have been out of business for at least 3 years,It is deemed to be an automatic resumption of business,Decided to no longer operate,The cancellation of registration shall be handled in a timely manner。

  Article 43 During the closure period,The market entity replaces the original registered domicile (main place of business) with the address for service of legal documents、business premises).,The registration jurisdiction of market entities that have closed down their business will not be changed。

Chapter VII: Cancellation of Registration

  Article 44 The market entity is dissolved due to dissolution、It is declared bankrupt or needs to be terminated for other statutory reasons,An application shall be made to the registration authority for cancellation of registration in accordance with law。It is necessary to liquidate in accordance with the law,An application for cancellation of registration shall be made within 30 days from the date of completion of liquidation。There is no need for liquidation in accordance with the law,An application for cancellation of registration shall be made within 30 days from the date on which the decision is made。After the market entity applies for deregistration,shall not engage in production and business activities unrelated to deregistration。From the date on which the registration authority cancels the registration,Termination of the market entity。

  Article 45 Market entities shall be liquidated in accordance with law before deregistration,The liquidation group shall be composed of members within 10 days from the date of establishment、The list of responsible persons for the liquidation group is to be announced through the National Enterprise Credit Information Publicity System。The liquidation group may issue a creditor announcement through the national enterprise credit information publicity system。

  Article 46 Apply for deregistration,The following materials shall be submitted:

(1) Application;

(2) Dissolution in accordance with law、Resolutions or decisions on cancellation,or have their business licenses revoked by administrative organs、Ordered to close、Revocation of the file;

(3) Liquidation report、Documents responsible for the liquidation of creditor's rights and debts or proof of completion of liquidation of debts;

(4) Tax clearance certificate issued by the tax department。

Except as provided in the preceding paragraph,The people's court appoints a liquidator、The bankruptcy administrator conducts liquidation,A certificate of designation by the people's court shall be submitted;A branch of a partnership enterprise applies for deregistration,A decision to cancel the branch signed by all partners shall also be submitted。

Individually-owned businesses apply for cancellation of registration,There is no need to submit a second item、The third material;Due to the merger、Applying for cancellation of registration of a market entity due to division,There is no need to submit a third item。

  Article 47 Apply for simplified deregistration,An application and a letter of commitment from all investors shall be submitted。

  Article 48 In any of the following circumstances,Market entities must not apply for simplified deregistration:

(1) In the directory of abnormal business operations or the list of the untrustworthy with serious violations in market oversight and management;

(2) There is equity (property share) that is frozen、Pledge or chattel mortgage,or there is investment in other market entities;

(3) A case is being opened for investigation or administrative compulsory measures are being employed,Litigation or arbitration proceedings are ongoing;

(4) The business license has been revoked、Ordered to close、Revocation;

(5) Receiving a fine or other administrative punishment that has not yet been enforced;

(6) Other circumstances that do not comply with the provisions of Article 33 of the Regulations。

  Article 49 Apply for simplified deregistration,Market entities shall publicize the pledge and application for cancellation of registration through the national enterprise credit information publicity system,The publicity period is 20 days。

There is no relevant department during the publicity period、Creditors and other interested parties raise objections,Market entities may apply to the registration authorities for cancellation of registration within 20 days of the expiration of the publicity period。

Chapter VIII: Revocation of Registration

  Article 50 Conduct that is suspected of submitting false materials or employing other fraudulent means to conceal important facts to obtain registration as a market entity,The registration authority may conduct an investigation on its own initiative on the basis of the parties' application or ex officio。

  Article 51 Natural persons affected by false registrations、Legal persons and other organizations,An application for cancellation of the registration of a market entity may be submitted to the registration authority。False registration suspected of fraudulent use of the identity of a natural person,The person who is fraudulently employed shall cooperate with the registration authorities in verifying their identity information through online or offline channels。

There is a change in the registration authority of a market entity suspected of being falsely registered,The current registration authority is responsible for handling the cancellation of registration,The original registration authority shall assist in conducting the investigation。

  Article 52 After the registration authority receives the application,A decision on whether or not to accept the case shall be made within 3 working days,and notify the applicant in writing。

In any of the following circumstances,The registration authority may refuse to accept the application:

(1) False registration suspected of fraudulently using the identity of a natural person,The person being fraudulently used fails to pass the verification of identity information;

(2) The market entity suspected of having a false registration has already been deregistered,Except for applications for cancellation of registration;

(3) Other situations where it is not accepted in accordance with law。

  Article 53 After the application is accepted by the registration authority,The investigation should be completed within 3 months,and promptly make a decision to revoke or not to revoke the registration of market entities。The situation is complex,With the approval of the person in charge of the registration authority,It can be extended for 3 months。

During the investigation,Relevant market entities and personnel are unable to contact or refuse to cooperate,The registration authority may register the registration time of the market entity suspected of false registration、Registered matters,and information such as the contact information of the registration authority is to be publicized to the public through the national enterprise credit information publicity system,The publicity period is 45 days。The relevant market entities and their stakeholders have not raised objections during the publicity period,The registration authority may revoke the registration of a market entity。

  Article 54 In any of the following circumstances,Upon application by the parties or other interested parties,The registration authority may suspend the investigation:

(1) There is evidence showing that there is a dispute over civil rights related to the suspected false registration;

(2) The market entity suspected of false registration is in litigation or arbitration proceedings;

(3) The registration authority receives a written opinion issued by the relevant department,Proof of the suspected false registration of the market entity or its legal representative、The case of the person in charge of violating the law has not yet been concluded,or have not fulfilled relevant legal obligations。

  Article 55 In any of the following circumstances,The registration authority may not revoke the registration of a market entity:

(1) The revocation of the registration of market entities may cause major harm to the public interest;

(2) After the registration of a market entity is revoked, it cannot be restored to the state before registration;

(3) Laws、Other circumstances provided for by administrative regulations。

  Article 56 After the registration authority makes a decision to cancel the registration,It shall be announced to the public through the national enterprise credit information publicity system。

  Article 57 The same registration contains multiple registration items,Some of the entries were found to be false,The revocation of false registration items does not affect the existence of a market entity,The registration authority may revoke only the false registration items。

  Article 58 Revoking the filing of a market entity,Refer to the provisions of this chapter。

Chapter IX Archives Management

  Article 59 The registration authority shall be responsible for establishing a registration management file for market entities,Right in registration、Documents with preservation value formed in the process of filing shall be classified in accordance with law,Orderly collection and management,Promote the digitization of records、Imaging,Provide market entity registration management file query services。

  Article 60 Apply for access to the registration and management files of market entities,Materials shall be submitted in accordance with the following requirements:

(1) Public security organs、State security organs、Prosecuting Authority、Adjudication organs、Discipline inspection and supervision organs、Auditing institutions and other state organs to make inquiries,An official letter from the department and a valid certificate of the inquirer shall be issued;

(2) Market entities make inquiries into their own registration and management files,A power of attorney and a valid certificate of the inquiring personnel shall be issued;

(3) Lawyers inquire into the registration and management files of market entities related to undertaking legal affairs,A practice certificate shall be issued、Proof of law firm and relevant letter of commitment。

Except as provided for in the preceding paragraph,Market regulation departments at the provincial level or above may combine actual work conditions,Provisions shall be made in accordance with the law on the scope of archives inquiries and the materials to be submitted。

  Article 61 The contents of the registration management file inquiry involve state secrets、trade secret、of personal information,It shall be handled in accordance with relevant laws and regulations。

  Article 62 The domicile of the market entity (the main place of business、business premises).,The registration authority shall, within 3 months, transfer all registration management files to the registration authority at the place of relocation for management。File migration、Move-in shall be recorded and recorded。

Chapter X: Supervision and Management

  Article 63 Market entities shall provide the period from January 1 to June 30 of each year,Submit the annual report of the previous year through the national enterprise credit information publicity system,and publicize it to the public。

Individually-owned businesses may submit annual reports on paper,and independently choose whether the content of the annual report is publicized to the public。

Market entities that have ceased business shall publish their annual reports on time。

  Article 64 Market entities shall place their business licenses (including electronic business licenses) at their domicile (main place of business).、business premises).。

Market entities engaged in e-commerce operations shall continue to display business license information or their link logos in a conspicuous position on their homepage。

In the event of a change in the information listed on the business license,Market entities shall complete the update and announcement of the corresponding information within 15 days。Where a market entity's business license has been revoked,The registration authority shall mark the revocation in the electronic business license。

  Article 65 The registration authority shall register the registration、Administrative Licensing、Day-to-day supervision、Collect relevant information in administrative law enforcement,Implement hierarchical and categorical regulation based on market entities' credit risk status,and strengthen the comprehensive application of credit risk classification results。

  Article 66 The registration organs shall randomly select the subjects of the inspection、Law enforcement inspectors are randomly selected,Registration and filing matters for market entities、Spot checks are conducted on the status of public information,The results of spot checks and inspections will be announced to the public through the national enterprise credit information publicity system。If necessary, an accounting firm can be entrusted、Tax Accountant Office、Law firms and other professional institutions carry out audits、Capital verification、Consulting and other related work,Use inspections made by other government departments in accordance with the law、The results of the verification or the professional conclusions made by the professional body。

  Article 67 The establishment registration of the market entity is revoked、Revocation of business licenses、Ordered to close,6Failure to make an announcement of the liquidation group or failure to apply for cancellation of registration within one month,The registration organs may make special marks on the national enterprise credit information publicity system and publicize them。

Chapter XI: Legal Responsibility

  Article 68 Engaging in general business activities without establishment and registration,The registration authority shall order corrections,Confiscation of illegal gains;refusal to make corrections,A fine of between 10,000 and 100,000 yuan shall be imposed;The circumstances are serious,Ordered to close down and suspend business in accordance with the law,and a fine of not less than 100,000 yuan but not more than 500,000 yuan。

  Article 69 Engaging in licensed business activities without establishment and registration or engaging in business activities without obtaining a license in accordance with law,by law、Departments provided for by laws and regulations or decisions of the State Council are to investigate and deal with them;law、Regulations or decisions of the State Council do not provide for them or the provisions are not clear,by province、Autonomous regions、The departments designated by the people's governments of municipalities directly under the Central Government shall investigate and deal with them。

  Article 70 Market entities are not in accordance with the law、The time limit provided for by administrative regulations is to be announced or an annual report submitted,It is to be entered into the directory of abnormal business operations by the registration organs,A fine of up to 10,000 yuan may be imposed。

  Article 71 Submitting false materials or employing other fraudulent means to conceal important facts to obtain registration as a market entity,The registration authorities are to order corrections in accordance with law,Confiscation of illegal gains,and a fine of between 50,000 and 200,000 yuan;The circumstances are serious,A fine of between 200,000 and 1,000,000 yuan shall be imposed,Revocation of business licenses。

Knowing or should have known that the applicant had submitted false materials or employed other fraudulent means to conceal material facts for the registration of market entities,Still accept the entrustment to handle it on behalf of you,or assisting them in making false registrations,The registration authority shall confiscate the illegal gains,A fine of less than 100,000 yuan shall be imposed。

The person directly responsible for the registration of a false market entity must not apply for registration as a market entity again for 3 years from the date on which the registration of the market entity is revoked。The registration organs shall make a public announcement through the national enterprise credit information publicity system。

  Article 72 Market entities fail to go through the modification of registration in accordance with provisions,The registration authority shall order corrections;refusal to make corrections,A fine of between 10,000 and 100,000 yuan shall be imposed;The circumstances are serious,Revocation of business licenses。

  Article 73 Market entities fail to handle filing in accordance with provisions,The registration authority shall order corrections;refusal to make corrections,A fine of not more than 50,000 yuan shall be imposed。

Market entities that shall handle the filing of beneficial owner information in accordance with law,Failure to go through the record,It is to be handled in accordance with the provisions of the preceding paragraph。

  Article 74 Market entities fail to follow article 42 of these Detailed Implementation Rules to publicly announce the termination of business closure,The registration authority shall order corrections;refusal to make corrections,A fine of less than 30,000 yuan shall be imposed。

  Article 75 The market entity fails to place the business license in the domicile (main place of business) in accordance with the regulations、business premises) in a conspicuous position,The registration authority shall order corrections;refusal to make corrections,A fine of less than 30,000 yuan shall be imposed。

E-commerce operators do not continuously display business license information or relevant link logos in a conspicuous position on the homepage,The registration authority shall impose penalties in accordance with the "E-Commerce Law of the People's Republic of China".。

Counterfeiting by market entities、Altered、hire、lend、Transfer of business license,The registration authority shall confiscate the illegal gains,A fine of less than 100,000 yuan shall be imposed;The circumstances are serious,A fine of between 100,000 and 500,000 yuan shall be imposed,Revocation of business licenses。

  Article 76 Use of market entity registration,Seeking illegal benefits,Disrupting the market order,Endangering national security、of the public interest,law、Administrative regulations have provisions,In accordance with its provisions;law、There are no provisions in administrative regulations,The registration authority shall impose a fine of not more than 100,000 yuan。

  Article 77 Violation of the provisions of these Regulations,When the registration authority determines the range of fines,The types of market entities should be comprehensively considered、scale、Circumstances of the violation and other factors。

The circumstances are minor and corrected in a timely manner,There are no harmful consequences,No administrative punishment shall be given in accordance with law。Violating the law for the first time and the harmful consequences are minor and promptly corrected,Administrative punishment may not be given。The parties have evidence sufficient to prove that there is no subjective fault,No administrative punishment will be imposed。

Chapter XII: Supplementary Provisions

  Article 78 Applicants referred to in these Regulations,This includes the applicant at the time of establishment registration、Market entities established in accordance with the law。

  Article 79 Where the people's courts need the registration organs' assistance in enforcement in handling cases,The registration authority shall follow the effective legal documents of the people's court and the notice of assistance in enforcement,Handle matters of assistance in enforcement within the scope of statutory duties。

  Article 80 The State Administration for Market Regulation in accordance with the law、Administrative Regulations、Decision of the State Council and these Implementing Rules,Formulate a pre-registration approval catalog、Registration materials and document formats。

  Article 81 law、Administrative regulations or decisions of the State Council have other provisions on registration management,from its provisions。

  Article 82 These Implementing Rules shall come into force on the date of promulgation。1988On November 3, the former State Administration for Industry and Commerce promulgated the "Detailed Rules for the Implementation of the Regulations of the People's Republic of China on the Registration and Administration of Enterprise Legal Persons",2000On January 13, the former State Administration for Industry and Commerce promulgated the Administrative Measures for the Registration of Sole Proprietorship Enterprises No. 94,2011On September 30, the former State Administration for Industry and Commerce promulgated the Administrative Measures for the Registration of Individual Industrial and Commercial Households by Order No. 56,2014On February 20, the former State Administration for Industry and Commerce promulgated the "Regulations on the Administration of Registration of Registered Capital of Companies" promulgated by Order No. 64,2015On August 27, the "Provisions on the Administration of Registration of the Business Scope of Enterprises" promulgated by Order No. 76 of the former State Administration for Industry and Commerce shall be repealed at the same time。

Issued by the State Administration for Market Regulation
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