中华人民共和国公司登记管理条例
regulations of the people's republic of china on administration of registration of companies
国务院令第156号
（promulgated on june 24， 1994）
颁布日期：19940624 实施日期：19940701 颁布单位：国务院办公厅
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 authority 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；
（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 the domicile certificate of a company refers to the document which can prove that the company has the right to use its domicile.
article 22 a company is founded after the registration of establishment has been approved and a business license of enterprise legal person has been issued by the company registration authority. upon receipt of the business license of enterprise legal person issued by the company registration authority， the company can engrave seals， open an account with a bank and apply for registration of paying taxes.
chapter 5 registration of changes
article 23 to change some registered items， a company shall apply for registration of modifications with the original company registration authority.
where the registration of change has not been approved， the company shall not presumptuously change any of the registered items.
article 24 when applying for registration of changes， a company shall submit the following documents to the company registration authority：
（1） an application for registration of change signed by the company's legal representative；
（2） a change resolution or decision made in accordance with the company law； and
（3） other documents required to be submitted by the company registration authority.
where a company's change of registered items relates to amending the company's articles of association， the amended articles of association or the amendment of the articles of association shall be submitted.
article 25 a company which changes its name should apply for registration of change within 30 days from the date of making the resolution or decision on change.
article 26 a company， where it changes its domicile， should apply for registration of change before it moves to the new domicile and submit the certificate of using the new domicile.
where the changed domicile goes beyond the jurisdiction area of the company registration authority， the company shall apply for registration of change with the company registration authority in the place to which the company will move before it moves to the new domicile. if the company registration authority in the place to which the company will move accepts the application， the original company registration authority shall transfer the company registration files to the company registration authority in the place to which the company will move.
article 27 a company which changes its legal representative should apply for registration of change within 30 days from the date of making the resolution or decision of modification.
article 28 a company which changes its registered capital shall submit the investment verification certificate issued by a legally authorized investment verification authority.
a company which increases its registered capital shall apply for registration of change within 30 days from the date of paying in full share funds. a company limited by shares which increases its registered capital shall submit the approval documents from the state-authorized department or the people's government of a province， an autonomous region or a municipality directly under the central government； and if the company increases its registered capital by the offer method， the approval documents from the securities administration authorities of the state council shall also be submitted.
a company which reduces its registered capital shall apply for registration of change within 90 days from the date of making the resolution or decision of reducing its registered capital， and shall submit the relevant certificates of the company's public notices of reducing registered capital carried in a newspaper at least three times and the company's illustration of paying debt or of debt assurance.
article 29 a company which changes its business scope shall apply for registration of change within 30 days from the date of making the resolution or decision of change； where the change of the business scope relates to the items which must be submitted for examination and approval in accordance with law or administrative regulations， the registration of change shall be applied for within 30 days from the date of approval from the relevant state department.
article 30 a company which changes its form shall， in accordance with the establishment requirements of the company form of the company to which the company intends to change， apply for registration of change with the company registration authority in the fixed time limit and submit the relevant documents.
article 31 a limited liability company which changes its shareholders， should apply for registration of change within 30 days from the date of change， and should submit the legal person qualification certificates of the new shareholders or the identity certificates of natural persons.
where a shareholder of a limited liability company or a promoter of a company limited by shares changes its name or title， the registration of change shall be applied for within 30 days from the change of name or title.
article 32 where the amendment of a company's articles of association does not relate to the registered items， the company shall submit its amended articles of association or its amendment of articles of association to the original company registration authority for record.
article 33 where there is a change in the directors， supervisors or manager of a company， the company shall submit for record to the original company registration authority.
article 34 a company which survives a merger or division， where its registered items change， shall apply for registration of alternation； a company which is dissolute due to a merger or division shall apply for cancellation of registration； a new company which is established due to a merger or division shall apply for registration of establishment.
a company which is merged or divided shall apply for registration within 90 days from the date of making the resolution or decision of merger or division， and should submit the merger agreement and resolution or decision of merger of division， the certificates of the company's public notices of the merger or division carried in a newspaper at least three times and the illustration of paying debt or of debt assurance.
where a company limited by shares is merged or divided， the approval documents from the state -authorized department or from the people's government of a province， an autonomous region or a municipality directly under the central government should also be submitted.
article 35 where the change of registered items relates to the items recorded on the business license of enterprise legal person， the company registration authority shall issue a new business license.
chapter 6 registration of cancellation
article 36 in any of the following circumstances， the liquidation group shall， within 30 days from the date of completing the liquidation of a company， apply for canceling the company's registration with the original company registration authority：
（1） the company is declared bankrupt as provided by law；
（2） pursuant to the provisions of the company's articles of association， the term of operation of the company expires or one of the other events which are grounds for dissolution occurs；
（3） a resolution for dissolution is passed by the shareholders' meeting；
（4） dissolution is necessary due to a merger or division of the company； and
（5） the company is ordered to close down in accordance with law；
article 37 when a company applies for canceling its registration， the following documents shall be submitted：
（1） an application for cancellation of registration signed by the person in charge of the company's liquidation group；
（2） an adjudication of bankruptcy made by court， resolution or decision made by the company in accordance with the company law or documents of ordering to close down issued by an administrative organ；
（3） liquidation report confirmed by the shareholders' meeting or the competent authority；
（4） the business license of enterprise legal person； and
（5） other documents that shall be submitted as provided by law or administrative regulations.
article 38 a company terminates after having been approved to cancel the registration by the company registration authority.