(Replied by the State Council on June 12, 1999, and promulgated¹ by Decree No. 90 of the State Administration for Industry and Commerce on June 23, 1999)
颁布日期：19990623 　实施日期：19990623 　颁布单位：国务院

　　The State Council approved the following revisions made to the Provisions on Registration² Administration of Legal Representatives of Enterprise Legal Person:

　　1.Paragraph 1 of Article 7 is revised to Article 6 as follows: " In applying for modification³ of the registration of legal representative, an enterprise legal person shall submit the following documents to the original enterprise registration organ:

　　(1) a document removing the original legal representative of the enterprise;

　　(2) a document appointing the new legal representative of the enterprise;

　　(3) an application for modification of the registration signed by the original legal representative or the proposed legal representative.

　　Paragraphs 2 and 3 of Article 7 are deleted.

　　2.One article is added as Article 7: "Where a limited liability company or a joint⁴ stock limited company wishes to replace its legal representative, a decision shall be made at a meeting convened⁵ by the Shareholders⁷' Meeting, the Shareholders' General Meeting, or the Board of Directors; however, if the original legal representative cannot or fails to fulfill⁸ his duty, thereby⁹ causing the meeting of the Shareholders' Meeting, the Shareholders' General Meeting, or the Board of Directors can not be convened according to legal procedures, the meeting shall be convened and presided over by a director selected by more than half of the directors, or a shareholder⁶ who makes the most investment or holds the biggest vote right of shares or his delegated representative, and at which a decision shall be made."

　　Moreover, several changes to the expression are made to the Provisions on Registration Administration of Legal Representatives of Enterprise Legal Person and the order of articles and paragraphs are modified.

　　The Provisions on Registration Administration of Legal Representatives of Enterprise Legal Person shall be revised correspondingly according to this Reply and promulgated by your Bureau.

　　Appendix: Provisions on Registration Administration of Legal Representatives of Enterprise Legal Person(Approved by the State Council on February 22,1998, promulgated by Decree No.85 of the State Administration for Industry and Commerce on April 7,1998, approved and revised by the State Council on June 12, 1999, and promulgated by the Decree No. 90 of the State Administration for Industry and Commerce on June 23, 1999)

　　Article 1 These Provisions are formulated¹⁰ to standardize¹¹ the registration administration of legal representatives of enterprise legal person.

　　Article 2 These Provisions are applicable to registration administration of legal representatives in registration of enterprise legal persons (including, here and below, registration of companies).

　　Article 3 A legal representative of an enterprise legal person (hereinafter referred to the legal representative) shall, upon the examination and approval of the enterprise registration organ, obtain the status of the legal representative.

　　Article 4 No person under any one of the following circumstances shall serve as a legal representative, nor shall an enterprise registration organ grant registration upon examination:

　　(1) lacking capacity for civil conduct or with limited capacity for civil conduct.

　　(2) undergoing criminal punishment or under a criminal coercive measure.

　　(3) having been wanted for arrest by public security organs or State security authorities.

　　(4) having been sentenced to criminal punishment for the crime of embezzlement¹² and bribery¹³, financial fraud or for disrupting the order of the socialist¹⁴ market economy, where not more than five years have elapsed since the expiration¹⁵ of the enforcement period; or having been sentenced to criminal punishment for another crime, where not more than three years have elapsed since the expiration of the enforcement period; or having been deprived of political rights for committing a crime, where not more than five years have elapsed since the expiration of the enforcement period.

　　(5) having served as the legal representative, director or manager personally responsible for the bankruptcy¹⁶ liquidation¹⁷ of an the enterprise due to mismanagement, where not more than three years have elapsed since the date of completion of the bankruptcy liquidation.

　　(6) having served as the legal representative of an enterprise that had its business license¹⁸ revoked¹⁹ for violating the law, where such representative bears individual liability therefor and not more than three years have elapsed since the date of revocation²⁰ of the business license.

　　(7) burdened with relatively²¹ large amounts of personal debts that have fallen due but have not been settled.

　　(8) under other circumstances, prescribed by law and the State Council, by which disqualified from serving as a legal representative.

　　Article 5 The procedures for selecting and removing an enterprise legal representative shall comply with the provisions of the law, administrative²² regulations and articles of association of a legal person enterprise.

　　Article 6 In applying for modification of the registration of legal representative, the enterprise legal person shall submit the following documents to the original enterprise registration organ:

　　(1) a document removing the original legal representative of the enterprise;

　　(2) a document appointing the new legal representative of the enterprise;

　　(3) the modification of registration application signed by the original legal representative or the proposed legal representative.

　　Article 7 Where a limited liability company or a joint stock limited company wishes to replace its legal representative, a decision shall be made at a meeting convened by the Shareholders' Meeting, the Shareholders' General Meeting, or the Board of Directors; however, if the original legal representative cannot or fails to fulfill his duty, thereby causing the meeting of the Shareholders' Meeting, the Shareholders' General Meeting, or the Board of Directors can not be convened according to legal procedures, the meeting shall be convened and presided over by a director selected by more than half of the directors, or a shareholder who makes the most investment or holds the biggest vote right of shares or his delegated representative, and at which a decision shall be made.

　　Article 8 In the event of the occurrence of one of the circumstances listed in Article 4 of these Provisions during the tenure²³ of office of a legal representative, the enterprise legal person concerned shall apply for a modification of the registration of its legal representative.

　　Article 9 A legal representative shall exercise his functions and powers within the terms of reference prescribed by law, administrative regulation and articles of association of the enterprise legal person.

　　Article 10 The legal representative shall submit to the enterprise registration organ a sample of his signature for the record.

　　Article 11 A person, in violation²⁴ of these Provisions, obtaining the status of legal representative by concealing²⁵ truth and adopting deceptive²⁶ means, shall be ordered to make corrections and fined not less than 10,000 yuan but not more than 100,000 yuan by the enterprise registration organ; if the circumstances are serious, the enterprise registration shall be rescinded²⁷, and the business license of the enterprise legal person shall be revoked.

　　Article 12 If, in violation of these Provisions, there is a failure to apply to register the modification of legal representative though it should be done, the enterprise registration organ shall order the modification done within a specified²⁸ time limit; if there is a failure to modify the registration, after the expiration of the time limit, a fine of not less than 10,000 yuan but not more than 100,000 yuan shall be imposed; if the circumstances are serious, the enterprise registration shall be rescinded, and the business license of the enterprise legal person shall be revoked.

　　Article 13 All units or individuals shall, if finding a legal representative falling into one of the circumstances listed in Article 4 of these Provisions, have the right to make a disclosure to enterprise registration organ.

　　Article 14 These Provisions take effect as of the date of promulgation²⁹.