Chapter 7 Registration¹ of Branch of a Company

　　Article 39 A branch refers to the institution engaged in business activities which is set up by a company in another domicile. No branch of a company has the status of an enterprise legal person.

　　Article 40 A company which establishes a branch shall apply for registration with the company registration authority at the level of municipality or county where the branch is located； If the branch is approved to register， a Business License² will be issued.

　　Article 41 The registered items of a branch include： the name， location of business premises³， person in charge and business scope.

　　The name of a branch shall be in conformity⁴ with the relevant provisions of the state.

　　The business scope of a branch shall not exceed that of the company.

　　Article 42 A company which establishes a branch shall， within 30 days from the date of making the decision， apply for registration with the company registration authority； Where the establishment of a branch must be submitted to the relevant department for examination and approval as provided by law or administrative⁵ regulations， the registration shall， within 30 days from the date of approval， be applied⁶ for with the company registration authority.

　　To set up a branch， the following documents shall be submitted to the company registration authority：

　　（1） an application for registration of establishment of the branch signed by the company's legal representative；

　　（2） the company's articles of association and a duplicate copy of the Business License of Enterprise Legal Person sealed with the seal of the company registration authority of the company；

　　（3） a certificate of use of the business premises； and

　　（4） other documents required to be submitted by the company registration authority.

　　Article 43 Where a branch changes its registered items， the registration of alternation shall be applied for with the company registration authority.

　　In applying for registration of alternation， the application for registration of change signed by the company's legal representative shall be submitted. Where the name of a branch changes due to the change of the name of the company， a duplicate of the company's Business License of Enterprise Legal Person shall be submitted. Where the changed business scope relates to the items that must be submitted for examination and approval as provided by law or administrative regulations， the approval documents from the relevant department shall be submitted. Where a branch changes its location of business premises， a certificate of use of the new business premises shall be submitted.

　　The company registration authority issues a new Business License if it approves the registration of change.

　　Article 44 Where a company withdraws its branch， the cancellation⁷ of registration shall， within 30 days from the date of making the decision of withdrawal⁸， be applied for with the company registration authority of the branch. In applying for cancellation of registration， the application for cancellation of registration signed by the company's legal representative and the branch's Business License shall be submitted. After having approved the cancellation of registration， the company registration authority shall withdraw the branch's Business License.

　　Chapter 8 Procedure of Registration

　　Article 45 After having received all the documents as submitted under these Regulations， the company registration authority will issue to the applicant⁹ a Notification of Acceptance of Company Registration.

　　The company registration authority shall， within 30 days from the date of issuing the Notification of Acceptance of Company Registration， make a decision of approval or refusal to register.

　　Where the company registration authority approves to register， it shall， within 15 days from the date of approval to register， notify the applicant and issue， change or withdraw the Business License of Enterprise Legal Person or the Business License.

　　Where the company registration authority refuses to register， it shall， within 15 days from the date of making the decision， notify the applicant and issue a Notification of Refusal of Company Registration.

　　Article 46 When a company conducts registration of establishment or alternation， it shall pay registration fee to the company registration authority in accordance with the relevant provisions.

　　When drawing a Business License of Enterprise Legal Person， the fee of establishment registration shall be paid at one thousandth of the registered capital； Where the registered capital exceeds RMB ten million， the fee for the exceeded part shall be paid at point five thousandth of it； Where the registered capital exceeds RMB one hundred million， the fee for the exceeded part does not need to be paid.

　　When drawing a Business License， the fee of establishment registration is RMB 300.

　　When changing the registered items， the fee of alternation registration is RMB 100.

　　Article 47 The company registration authority shall record the company's registered items that have been approved to register on the company register for the public to look up or duplicate. In looking up or duplicating the company's registered items， the fee of looking up or of duplicating shall be paid according to the relevant provisions.

　　Article 48 A company limited by shares shall， within 30 days from the date of approval of registration of its establishment， alternation or cancellation， issue an announcement of registration of establishment， alternation or cancellation， and shall， within 30 days from the date of issuing the announcement， submit the announcement as issued to the company registration authority for record. The content of the announcement of registration of establishment， alternation or cancellation issued by the company shall be in conformity with that of registration approved by the company registration authority； In case of non-conformity， the company registration authority has the power to require the company to modify.

　　The announcement of revoking¹⁰ the Business License of Enterprise Legal Person and the Business License is issued by the company registration authority.

　　Chapter 9 Annual Examination

　　Article 49 In every year from January 1 through April 30， the company registration authority conducts annual examination of companies.

　　Article 50 According to the requirements of the company registration authority， a company shall accept the annual examination within the fixed¹¹ time， and submit an annual examination report， an annual balance sheet， a profit and loss statement and a copy of the Business License of Enterprise Legal Person.

　　In the documents of annual examination submitted by a company which has set up a branch or branches， the relevant situations of the branch（s） shall be clearly reflected， and a duplicate of the branch's Business License shall be submitted.

　　Article 51 The company registration authority shall， according to the documents of annual examination submitted by a company， examine the situations relating to the company's registered items so as to confirm its qualification of continuous operation.

　　Article 52 A company shall pay the annual examination fee to the company registration authority. And the annual examination fee is RMB 50 yuan.

　　Chapter 10 Administration of Certificates， Licenses¹² and Files

　　Article 53 The Business License of Enterprise Legal Person and the Business License as divided into originals and duplicates which have the equal legal effect.

　　The original of the Business License of Enterprise Legal Person or of the Business License should be laid up in an eye-catching place of the company's domicile or of the business premises of the branch.

　　The company may， according to the needs of operation， apply to the company registration authority for duplicates of its business license.

　　Article 54 No unit and individual shall forge， alter， let out， lend or assign the business license.

　　If the Business License is lost or damaged， the company shall announce it invalid¹³ in the newspaper and periodical designated by the company registration authority， and shall apply for an reassurance¹⁴.

　　According to the relevant provisions of state， where the copy of the Business License submitted by the company to relevant unit（s） needs to be sealed by the company registration authority， it can seal on the said copy.

　　Article 55 The company registration authority may temporarily distrain¹⁵ the business license which needs confirmation¹⁶， and the time limit of distrainment¹⁷ shall not exceed 10 days.

　　Article 56 Borrowing and reading， copying， carrying and duplicating the documents of company registration files shall be conducted in accordance with the limits of authority and procedure as prescribed by law.

　　No unit and individual shall revise， daub， mark or break down the documents of company registration files.

　　Article 57 The forms of the original and duplicate of the business license and the forms and the tables of important official documents concerning company registration are formulated¹⁸ unitarily by the State Administration Bureau for Industry and Commerce.

　　Chapter 11 Legal Liabilities

　　Article 58 A company which， when registering， falsely reports its registered capital and has obtained registration of company shall be ordered to remedy the situation and fined at least five per cent and no more than ten per cent of the amount of the registered capital falsely reported by the company registration authority. If the case is serious， the company's registration shall be canceled and the business license withdrawn¹⁹. If the case constitutes a criminal offence， criminal responsibility shall be investigated in accordance with the law.

　　Article 59 A company which， when registering， presents false documents or employs other deceptions²⁰ and has obtained registration of company shall be ordered to remedy the situation and fined at least RMB 10，000 and no more than RMB 100，000 by the company registration authority. If the case is serious， the company's registration shall be canceled and the business license withdrawn. If the case constitutes a criminal offence， criminal responsibility shall be investigated in accordance with the law.

　　Article 60 A promoter or shareholder²¹ who does not pay cash or property in kind or does not transfer property rights， so making a false capital contribution， shall be ordered to remedy his wrongs and fined at least five per cent and no more than ten per cent of the capital which has been falsely contributed.

　　If the case constitutes a criminal offence， criminal responsibility shall be investigated in accordance with the law.

　　Article 61 A promoter or shareholder who illicitly²² withdraws his capital contribution after the establishment of the company shall be ordered to correct his wrongs and fined at least five per cent and no more than ten per cent of the capital contribution illicitly withdrawn. If the case constitutes a criminal offence， criminal responsibility shall be investigated in accordance with the law.

　　Article 62 A company which， without justification²³， fails to commence business more than six months after establishment or ceases to do business for more than six consecutive²⁴ months after commencing business， shall have its business license canceled by the company registration authority.

　　Article 63 When a company changes its registered items， but fails to carry out a change of registration as required by the provisions， the company registration authority shall order it to register such changes within a time limit； Failure by the company to do so with in the time limit， it shall be subject to a fine of at least RMB 10，000 and no more than RMB 100，000.

　　Article 64 In the event of a merger²⁵， division， reduction of registered capital or liquidation²⁶， if the company does not send notice to or publish public notices to its creditors²⁷ in accordance with the relevant provisions， it shall be ordered to remedy the situation and be subject to a fine of at least RMB 10，000 and no more than RMB 100，000 by the company registration authority.

　　Article 65 If a liquidation group does not file a liquidation report with the company registration authority in accordance with the relevant provisions， or the liquidation report conceals²⁸ important facts or contains significant omissions²⁹， the wrongs shall be ordered to be remedied by the company registration authorities.

　　Article 66 If a company does not apply for the cancellation of registration after the liquidation of bankruptcy³⁰ or dissolution has concluded， the business license shall be revoked³¹ by the company registration authority.

　　Article 67 If a company limited by shares does not publish public notices within the fixed time limit after its establishment， change or cancellation has been registered， or the content of the public notices as published is not in conformity with that of the registration approved by the company registration authorities， the wrongs shall be ordered to be remedied by the company registration authorities. If the company refuses to remedy， it shall be subject to a fine of at least RMB 10，000 and no more than RMB 100，000. If the case is serious， the company's business license shall be revoked.

　　Article 68 A company which does not accept annual examination in accordance with the relevant provisions shall be fined at least RMB 100，000 and no more than RMB 10，000 and required to accept the annual examination within a fixed time limit by the company registration authority. If the company does not yet accept the annual examination at the expiration³² of the specified³³ period， its business license shall be revoked. A company who conceals real situations and practices fraud shall be fined at least RMB 10，000 and no more than RMB 100，000 by the company registration authority， and shall be ordered to remedy the wrongs within a fixed time limit. If the case is serious， the company's business license shall be revoked. Article 69

　　A company which forges， alters， lets out， lends or assigns its business license shall be fined at least RMB 10，000 and no more than RMB 100，000 by the company registration authority. If the case is serious， the business license shall be revoked. If the case constitutes a criminal offence， criminal responsibility shall be investigated in accordance with the law.

　　Article 70 A company which does not lay up its business license in an eye-catching place of the company's domicile or of the business premises shall be ordered to remedy the situation by the company registration authority. If the company refuses to remedy， it shall be fined at least RMB 100，000 and no more than RMB 5，000.

　　Article 71 A company which is engaged in business activities beyond the business scope as approved to register shall be ordered to remedy the wrongs by the company registration authority， and it may also be subject to a fine of at least RMB 10，000 and no more than RMB 100，000. If the case is serious， the company's business license shall be revoked.

　　Article 72 A company not lawfully³⁴ registered as a limited liability company or a company limited by shares but falsely making use of the title “limited liability company” or “company limited by shares”， shall be ordered to remedy the situations or outlawed³⁵ by the company registration authority， and it may also be subject to a fine of at least RMB 10，000 and no more than RMB 10，000. If the violation³⁶ constitutes a criminal offence， criminal responsibility shall be investigated in accordance with the law.

　　Article 73 If the company registration authority registers a company which does not meet the registration requirements as provided， and the case is serious， the personnel in charge of the matter who have direct responsibility and other personnel with direct responsibility shall be subject to administrative sanctions in accordance with the law. If a higher level company registration authority orders a lower level company registration authority to register a company which does not meet the registration requirements as provided， or covers up an unlawful registration， the personnel in charge of the matter who have direct responsibility and such other persons with direct responsibility shall be subject to administrative sanctions in accordance with the law. If the violation constitutes a criminal offence， criminal responsibility shall be investigated in accordance with the law.

　　Chapter 12 Supplementary³⁷ Articles

　　Article 74 The registration of a branch as subsidiary set up by a foreign company within the territory of the People's Republic of China shall be conducted in accordance with the relevant provisions of the State Council.

　　Article 75 These Regulations apply to the registration of the limited liability company with foreign investment. Where the laws or administrative regulations on enterprises with foreign investment provide otherwise， the provisions of such laws or administrative regulations apply.

　　Article 76 These Regulations come into effect as of July 1， 1994.

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