国家工商行政管理总局令第11号

颁布日期：20040614 　实施日期：20040701 　颁布单位：国家工商行政管理总局

（Promulgated¹ by the State Administration for Industry and Commerce on 14 June 2004 and effective as of 1 July 2004.）

　　Article 1　These Provisions are formulated² in accordance with the PRC， Company Law （the Company Law）， the PRC， Administration of Company Registration³ Regulations （the Company Registration Regulations） and other relevant regulations in order to strengthen the administration of registration of company registered capital and standardize⁴ the acts of company registration.

　　Article 2　Company registered capital is the amount of capital contribution actually paid in or subscribed⁵ for by all shareholders⁷ or promoters registered by company registries according to law.

　　Article 3　Company registries shall register company registered capital according to laws， administrative⁸ regulations and the relevant State provisions. Registration shall be granted where regulations are complied with. Registration shall not be granted where regulations are not complied with.

　　Article 4　The amount of company registered capital and the method of capital contribution of shareholders or promoters shall conform to the relevant provisions of laws and administrative regulations.

　　Article 5　In case of registration of the establishment of a company or change in registered capital， a statutory capital verification institution shall carry out capital verification and issue a capital verification certificate.

　　Article 6　Where a capital contribution is subject to appraisal⁹ and valuation required under the Company Law， it shall be appraised¹⁰ and valuated by an asset appraisal institution with appraisal qualifications before verification by a capital verification institution.

　　Article 7　The shareholders or promoters of a company must contribute capital in their own names. Where a capital contribution is made in the form of physical objects， industrial property rights or non-patented technology， the shareholder⁶ or promoter shall possess the ownership thereof. Where a capital contribution is made in the form of leaseholds¹²， the shareholder or promoter shall own such leaseholds.

　　Article 8　Where， in the case of registration of the establishment of a company， the shareholders or promoters make their capital contribution in the form of currency， the full amount of currency shall be deposited into the temporary account opened at a bank by the company preparing to be established.

　　Article 9　Where， in the case of registration of the establishment of a company， capital contribution is made in the form of physical objects， industrial property rights， non-patented technology or leaseholds， the company's articles of association shall stipulate¹³ on the matters relevant to the transfer of the afore-mentioned capital contributions. The company shall， within six months of the establishment of the company， handle the procedures for transfer of ownership in accordance with the relevant provisions， and report the same to the company registry for record filing.

　　Article 10　Where the registered capital is contributed in the form of industrial property rights or non-patented technology that are capitalized according to their value， the proportion of the registered capital accounted for by such value shall comply with the relevant State provisions. Where industrial property rights or non-patented technology are high and new technology achievement as stipulated¹⁴ by the State and their value accounts for more than 20% of the company registered capital， they shall be recognized by the competent science and technology department at the provincial¹⁵ level or above.

　　Article 11　The capital verification certificate for the establishment of a company shall specify¹⁶ the following particulars：

　　1. name；

　　2. type；

　　3. the names of the shareholders or promoters；

　　4. amount and method of capital contribution of the shareholders or promoters； companies limited by shares that are established by means of share offer shall also specify the shares subscribed for by the promoters and the proportion of the total number of company shares they account for；

　　5. the capital contribution actually paid in by the shareholders or promoters. If capital contribution is made in the form of currency， the time when the shareholders or promoters make the capital contribution， the amount of capital contribution， the bank at which the account is opened， the temporary account and account number shall be specified¹⁷. If capital contribution is made in a form other than currency， the details of the ownership， transfer or undertaking¹⁸ shall be specified；

　　if capital contribution is made in the form of physical objects， industrial property rights， non-patented technology or leaseholds， the details of the appraisal and appraisal results as well as the proportion of the registered capital accounted for by the industrial property rights and non-patented technology shall be specified； and

　　6. other matters.

　　Article 12　If a company increases its registered capital and makes a capital contribution in the form of currency， the shareholders or promoters shall deposit the full amount of capital contribution into the company's account， and such amount shall be verified by a capital verification institution. If the capital contribution is made in the form of physical objects， industrial property rights， non-patented technology or leaseholds， the capital contribution shall be appraised， and appraised and verified by a capital verification institution after the shareholders or promoters have handled the property transfer procedures according to law.

　　Article 13　If a company reduces its registered capital， it shall comply with the procedure stipulated in the Company Law. The amount of registered capital after reduction shall reach the minimum amount of company registered capital stipulated in laws and administrative regulations， and shall be verified by a capital verification institution.

　　Article 14　A company that changes its registered capital shall amend¹⁹ the company's articles of association.

　　Article 15　The capital verification certificate for a change in registered capital shall specify the following particulars：

　　1. name；

　　2. the names of the shareholders or promoters before and after the change；

　　3. amount and method of capital contribution of the shareholders or promoters before and after the change；

　　4. the amount of registered capital before and after the change；

　　5. the details of the actual payment of the increase in registered capital. If the capital contribution is made in the form of currency， the amount of capital contribution of the shareholders or promoters， the time of capital contribution， the bank at which the account is opened， the temporary account and account number shall be specified. If the capital contribution is made in the form of physical objects， industrial property rights， non-patented technology or leaseholds， the details of the shareholders' handling of procedures for transfer of property rights， and of the appraisal shall be specified. If an increase in registered capital is resulted from a conversion²⁰ of capital reserve， surplus reserve or undistributed profits， the amount converted for the increase， the base date on which company effected the conversion， the adjustments to the financial statements， the actual details of the relevant items on the financial statements before and after the conversion for the increase， and the amount of capital contribution of the shareholders after the conversion for the increase shall be specified； and

　　6. if the registered capital is reduced， the details of the implementation²¹ of the procedure stipulated in the Company Law by the company， and of the discharge of， and provision of security for， the debts of the company by the shareholders shall be specified.

　　Article 16　Where， after a limited liability company has been established， the actual amount contributed in physical objects， industrial property rights， non-patented technology or leaseholds is obviously lower than the amount stipulated in the company's articles of association， the shareholders that make such contribution shall make up the difference. The physical objects， industrial property rights， non-patented technology or leaseholds in the original capital contribution shall be appraised and valuated anew. The company's registered capital shall be verified anew； and a capital verification certificate shall be issued by a capital verification institution.

　　Article 17　If the shareholders of a limited liability company that make capital contribution in the form of physical objects， industrial property rights， non-patented technology or leasehold¹¹ fail to handle the procedures for transfer of property rights within the stipulated time period， the shareholders that make the capital contribution shall make up the amount in other forms of capital contribution. The shareholders' general meeting shall pass a resolution on the making up of capital contribution in other forms by the shareholders， and shall amend the company's articles of association accordingly.

　　If the promoters of a company limited by shares that make capital contribution in physical objects， industrial property rights， non-patented technology or leaseholds fail to handle the procedures for transfer of property rights within the stipulated time period， the promoters that make the capital contribution shall make up the amount in other forms of capital contribution. The shareholders' general meeting shall examine and verify the valuation of the property used by the promoters as subscription²² monies

　　The capital contribution made up by the shareholders or promoters shall comply with these Provisions and be verified by a capital verification institution， which shall issue a verification certificate and report to the company registry for record filing.

　　Article 18　If the company registry suspects that the registered capital of a company is false after the company has been established， it may request the company to have the registered capital verified with a designated capital verification institution， and to submit a capital verification certificate within a stipulated time period.

　　Article 19　If a shareholder or promoter that makes capital contribution in a form other than currency fails to handle the procedures for transfer of ownership according to Article 9 hereof， or if the transferred capital contribution fails to reach the amount of registered capital stipulated in the company's articles of association， such contribution shall be deemed as a sham²³ capital contribution.

　　Article 20　If a shareholder or promoter fails to pay its capital contribution in currency according to provisions， or fails to handle the property transfer procedures for capital contribution to be made in a form other than currency according to provisions； or if a company falsely reports its registered capital； or if a shareholder or promoter makes a sham capital contribution； or if a shareholder or promoter surreptitiously withdraws its capital contribution after the company has been established， the company registry shall impose punishment according to law.

　　Article 21　If a capital verification institution or asset appraisal institution issues false certification documents， the company registry shall impose punishment according to law.

　　Article 22　These Provisions shall apply to the administration of the registration of the registered capital of foreign-invested enterprises， except where otherwise provided by laws and administrative regulations.

　　Article 23　The administration of registration of the registered capital of enterprises not owned by the people registered according to the PRC， Administration of Enterprise Legal Person Registration Regulations shall， mutatis mutandis， be implemented²⁴ according to these Provisions.

　　Article 24　These Provisions shall be implemented as of 1 July 2004. The Administration of Registration of Company Registered Capital Tentative Provisions promulgated by the State Administration for Industry and Commerce on 18 December 1995 shall be repealed²⁵ simultaneously²⁶.