中华人民共和国公司登记管理条例(英文版)
【颁布单位】：国务院办公厅
【颁布日期】：1994-06-24
【正文】：
【题目】中华人民共和国公司登记管理条例(英文版)
【颁布单位】国务院办公厅
【颁布日期】1994.06.24
【生效日期】1994.07.01
【失效日期】
【时效性】有效
Regulations of the People's Republic of China on Administration ofRegistration of Companies
(Promulgated on June 24, 1994)
Whole document
Regulations of the People's Republic of China on Administration of
Registration of Companies
(Promulgated on June 24, 1994)
Chapter 1 General Provisions
Article 1
These Regulations are formulated in accordance with the Company Law of
the People's Republic of China (hereinafter referred to as the Company
Law) in order to affirm the qualifications of enterprise legal persons of
companies and standardize the registration activities of companies.
Article 2
The establishment, change and closing down of all limited liability
companies and all companies limited by shares (hereinafter referred to as
the company)  shall conduct their company registration in accordance with
these Regulations.
Article 3
A company can only obtain the qualifications of an enterprise legal
person after having been approved to register by the company registration
authority as provided by law and having got a Business License of
Enterprise Legal Person.
A company, where it is established after the date of coming into
effect of these Regulations, shall not engage in business activities in
the name of a company without being approved to register by the company
registration authority.
Article 4
The administration for industry and commerce is the company
registration authority.
The company registration authority at a lower level shall conduct
company registration under the leadership of the company registration authority at a higher level.
The company registration authority does its duty as provided by law, and does not accept any illegal intervention.
Article 5
The State Administration Bureau for Industry and Commerce is responsible for company registration of the whole country.
Chapter 2 Jurisdiction of Registration
Article 6
The State Administration Bureau for Industry and Commerce is responsible for registrations of the following companies:
(1) companies limited by shares which are approved to establish by the authorized department of the State Council;
(2) companies with investment authorized by the State Council;
(3) limited liability companies in which the investment institution (s) or department (s) authorized by the State Council is the sole investor or are the joint investors;
(4) limited liability companies with foreign investment;  and
(5) other companies that should be registered by the State Administration Bureau for Industry and Commerce in accordance with the provisions of law or of the State Council.
Article 7
The administrations for industry and commerce at the level of a province, autonomous region or municipality directly under the Central Government are responsible for the registration of the following companies in areas under their respective jurisdiction:
(1) companies limited by shares which are approved to establish by the people's governments of provinces, autonomous regions or municipalities directly under the Central Government;
(2) companies with investment authorized by the people's governments of provinces, autonomous regions or municipalities directly under the Central Government;
(3) limited liability companies in which the investment institution (s) or department (s) authorized by the State Council and other investors are the joint capital contributors;
(4) limited liability companies in which the investment institution (s) or department (s) authorized by the people's government of a province, autonomous region or municipality directly under the Central
Government is the sole investor or are the joint investors; and
(5) companies of which the registration is entrusted by the State Administration Bureau for Industry and Commerce.
Article 8
The administration for industry and commerce at the level of a municipality or a county is responsible for registration of the companies in the area under its respective jurisdiction other than those listed in Article 6 and Article 7 of these Regulations, and the concrete
jurisdiction of registration shall be provided by the administration for
industry and commerce at the level of a province,  an autonomous region or a municipality directly under the Central Government.
Chapter 3 Registered Items
Article 9
The registered items of a company include: title, domicile, legal representative, registered capital,  type of enterprise, business scope, term of operation,  names or titles of shareholders of a limited liability company or of promoters of a company limited by shares.
Article 10
A company's registered items shall be in conformity with provisions of law and administrative regulations. In case of unconformity, the company registration authority shall refuse to register.
Article 11
A company's name shall be in conformity with the relevant provisions of the State. A company can only have one name. The company's name which has been approved to register by the company registration authority is protected by law.
Article 12
A company's domicile is the place where the company's administrative body is located. A company can only have one domicile which has been registered by the company registration authority. The company's domicile should be within the jurisdiction area of the company registration authority.
Article 13
Except that the law and administrative regulations otherwise provide, the registered capital of a company should be expressed in Renminbi (RMB).
Chapter 4 Registration of Establishment
Article 14
The establishment of a company shall,  upon application, be subject to pre-approval of its name.
Where the establishment of a company must be submitted for examination and approval in accordance with law or administrative regulations or there are items in the company's business scope that must be submitted for examination and approval in accordance with law or administrative regulations, pre-approval of the company's name should be conducted before submission for examination and approval, and the examination and approval shall be submitted for in the name which has been approved by the company registration authority.
Article 15
In establishing a limited liability company,  the name pre-approval shall be applied for with the company registration authority by the representative appointed by all the shareholders or by the agent entrusted jointly by all the shareholders. In establishing a company limited by shares, the name pre-approval shall be applied for with the company registration authority by the representative appointed by all the
promoters or by the agent entrusted jointly by all the promoters.
To apply for name pre-approval, the following documents shall be submitted:
(1) application for name pre-approval signed by all the shareholders of the limited liability company or by all the promoters of the company limited by shares;
(2) legal person qualification certificates of the shareholders or of the promoters or identity certificates of natural persons; and
(3) other documents required to be submitted by the company registration authority.
The company registration authorities shall make a decision of approval or refusal within 10 days from the date of receipt of the documents listed in the above section. Where the company registration aut
hority decides to approve,  it shall issue a Notification of Company's Name Pre-Approval. Article 16
The period of retention of a company's name as pre-approved is six months. In the period of retention, the company's name as pre-approved shall not be used in business activities, nor shall it be assigned.
Article 17
In establishing a limited liability company,  the registration of establishment should be applied for with the company registration
authority by the representative appointed by all the shareholders or by the agent entrusted jointly by all the shareholders. In establishing a wholly state-owned company, the registration of establishment should be applied for by the state-authorized investment institution or the
state-authorized department. Where the establishment of a limited
liability company must be submitted for examination and approval in accordance with any law or administrative regulations, the registration of establishment should be applied for within 90 days from the date of approval. Where the registration of establishment is applied for beyond the time limit, the
applicant should require the examination and approval authority to confirm the effect of the original approval documents,  or submit for a separate approval.
To apply for establishing a limited liability company,  the following documents should be submitted to the company registration authority:
(1) application for registration of establishment signed by the chairman of the board of directors of the company;
(2) certificate of appointed representative or jointly entrusted agent by all the shareholders;
register for(3) the company's articles of association;
(4) investment verification certificates issued by a legally authorized investment verification authority;
(5) legal person qualification certificates of the shareholders or identity certificates of natural persons;
(6) documents indicating the names and residence of the company's directors, supervisors and managers, and the certificates relating to
their appointments, elections or engagements;
(7) documents of tenure of office and identity certificate of the
company's legal representative;
(8) the Notification of the Company's Name Pre-Approval;  and
(9) domicile certificate of the company.
Where any law or administrative regulations require that the establishment of a limited liability company be subject to examination and approval, the approval documents concerned shall also be submitted.
Article 18
To establish a company limited by shares, the board of directors shall, within 30 days of the conclusion of the founding meeting, apply to the company registration authority for registration of establishment.
To apply for establishing a company limited by shares, the following documents should be submitted to the company registration authority:
(1) application for registration of establishment signed by the chairman of the board of directors of the company;
(2) approval documents issued by the departments authorized by the State Council or the people's government of a province, autonomous region or municipality directly under the Central Government; For a company limited by shares which is established by the offer method; the approval documents issued by the securities administration authorities of the State Council shall also be submitted;
(3) minutes of the founding meeting;
(4) the company's articles of association;
(5) the auditors's report on financial matters relating to the preparations for establishment of the company;
(6) investment verification certificate issued by a legally authorized investment verification authority;
(7) legal person qualification certificates of the promoters or identity certificates of natural persons;
(8) documents indicating the names and residences of the company's directors, supervisors and managers, and the certificates relating to
their appointments, elections or engagements;
(9) documents of tenure of office and identity certificate of the company's legal representative;
(10) the Notification of the Company's Name Pre-Approval;  and
(11) domicile certificate of the company.
Article 19
Where there are items in a company's business scope being applied for registration that should be submitted for examination and approval in accordance with any law or administrative regulations, examination and approval should be obtained from the relevant state departments before applying for registration, and the approval documents should be submitted to the company registration authority.
Article 20
Where there exists content in the company's articles of association which is contrary to any law or administrative regulations, the company registration authority has the power to require the company to make relevant amendments.
Article 21

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