Regulations of the people’s Republic of China on the administration of registration of market entities

This English version is only for reference for study use.

Issuing authority ： the State Council
Release date ： 2021.07.27

Chapter I General Provisions
Article 1 These Regulations are formulated for the purpose of regulating the registration and administration of market entities, promoting the construction of a legal market, maintaining good market order and the legitimate rights and interests of market entities, and optimizing the business environment.
Article 2 the market entities mentioned in these Regulations refer to the following natural persons, legal persons and unincorporated organizations that engage in business activities within the territory of the people’s Republic of China for the purpose of making profits:
（1） Companies, non company enterprise legal persons and their branches;
（2） Sole proprietorship enterprises, partnership enterprises and their branches;
（3） Farmers’ Specialized Cooperatives (federations) and their branches;
（4） Individual industrial and commercial households;
（5） Branches of foreign companies;
（6） Other market entities stipulated by laws and administrative regulations.
Article 3 market entities shall register in accordance with these regulations. Without registration, it is not allowed to engage in business activities in the name of a market entity. Except that registration is not required by laws and administrative regulations.
The registration of market entities includes establishment registration, change registration and cancellation registration.
Article 4 the registration administration of market entities shall follow the principles of legal compliance, standardization and unification, openness and transparency, convenience and efficiency.
Article 5 the market supervision and Administration Department of the State Council shall be responsible for the registration and administration of market entities throughout the country.
The market supervision and administration departments of the local people’s governments at or above the county level shall be in charge of the registration and administration of market entities under their respective jurisdictions, and strengthen overall guidance, supervision and administration.
Article 6 the market supervision and administration department under the State Council shall strengthen information construction and formulate unified registration data of market entities and system construction norms.
The departments responsible for the registration of market entities under the local people’s governments at or above the county level (hereinafter referred to as the registration authorities) shall optimize the registration process of market entities, improve the registration efficiency of market entities, implement the systems of on-the-spot, one-time and limited time settlement, realize centralized, nearby, online and non local registration, and improve the convenience of the registration of market entities.
Article 7 the market supervision and administration department under the State Council and the relevant departments under the State Council shall promote the sharing and utilization of the registration information of market entities and other government information, so as to improve the efficiency of government services.
Chapter II registration items
Article 8 the general registration items of a market entity include:
（1） Name;
（2） Body type;
（3） Business scope;
（4） Domicile or main business premises;
（5） Registered capital or capital contribution;
（6） Name of legal representative, executive partner or person in charge.
In addition to the provisions of the preceding paragraph, the following items shall also be registered according to the types of market entities:
（1） The names of the shareholders of a limited liability company, the promoters of a joint stock limited company, and the investors of non corporate enterprises as legal persons;
（2） The name and residence of the sole proprietor of the sole proprietorship enterprise;
（3） The name, domicile and mode of liability of the partners of the partnership;
（4） The name, domicile and business premises of the operators of the self-employed industrial and commercial households;
（5） Other matters stipulated by laws and administrative regulations.
Article 9 the following items of a market entity shall be filed with the registration authority:
（1） Articles of association or partnership agreement;
（2） Business term or partnership term;
（3） The amount of capital contribution subscribed by the shareholders of a limited liability company or the promoters of a joint stock limited company, the amount of capital contribution subscribed or actually paid by the partners of the partnership, the time limit for payment and the method of capital contribution;
（4） Directors, supervisors and senior management of the company;
（5） Members of farmers’ professional cooperatives (federations);
（6） Names of family members of individual industrial and commercial households participating in the operation;
（7） The registration contact person of the market entity and the recipient of the legal documents of the foreign-invested enterprise;
（8） Relevant information about the beneficial owners of the company, partnership and other market entities;
（9） Other matters stipulated by laws and administrative regulations.
Article 10 a market entity can only register one name, and the registered name of a market entity shall be protected by law.
The name of the market entity shall be independently declared by the applicant according to law.
Article 11 a market entity can only register one domicile or main business place.
The natural person operators in the e-commerce platform may, in accordance with the relevant provisions of the state, take the network business premises provided by the e-commerce platform as the business premises.
The people’s governments of provinces, autonomous regions and municipalities directly under the central government may, in accordance with the provisions of relevant laws and administrative regulations and the actual situation of their respective regions, on their own or authorize the people’s governments at lower levels to make specific provisions on their residences or main business sites that are more convenient for market entities to engage in business activities.
Article 12 under any of the following circumstances, a person may not serve as the legal representative of a company or an unincorporated enterprise legal person:
（1） Having no or limited capacity for civil conduct;
（2） Being sentenced to criminal punishment for corruption, bribery, misappropriation of property, misappropriation of property or sabotage of the order of the socialist market economy, less than 5 years after the expiration of the period of execution, or being deprived of political rights due to a crime, less than 5 years after the expiration of the period of execution;
（3） Having served as the legal representative, director, factory director or manager of a company or non company enterprise legal person in bankruptcy liquidation, and being personally responsible for bankruptcy, less than 3 years have elapsed since the date of completion of bankruptcy liquidation;
（4） Having served as the legal representative of a company or non company enterprise legal person whose business license has been revoked or ordered to close down due to violation of law, and having personal responsibility, less than 3 years have elapsed since the date of revocation of the business license;
（5） Personal debts with a large amount are not paid off when they are due;
（6） Other circumstances stipulated by laws and administrative regulations.
Article 13 Unless otherwise provided by laws, administrative regulations or decisions of the State Council, the registered capital or capital contribution of market entities shall be subject to the subscription registration system, which shall be expressed in RMB.
The method of capital contribution shall comply with the provisions of laws and administrative regulations. Shareholders of the company, investors of non corporate enterprises as legal persons, and members of farmers’ professional cooperatives (federations) shall not make capital contributions at the price of labor services, credit, names of natural persons, goodwill, franchise rights, or property for which guarantees are set.
Article 14 the business scope of a market entity includes general business items and licensed business items. If the business scope is a licensed business item that must be approved according to law before registration, the market entity shall submit the relevant approval documents when applying for registration.
A market entity shall register its business scope in accordance with the classification standards for business items published by the registration authority.
Chapter III Registration specifications
Article 15 the market entities shall implement real name registration. The applicant shall cooperate with the registration authority to verify the identity information.
Article 16 to apply for the registration of a market entity, the following materials shall be submitted:
（1） Application form;
（2） Qualification documents of the applicant and identity certificates of natural persons;
（3） Relevant documents of domicile or main business site;
（4） Articles of association or partnership agreement of the company, unincorporated enterprise legal person, farmers’ professional cooperatives (federations);
（5） Other materials required by laws, administrative regulations and the market supervision and administration department under the State Council.
The market supervision and Administration Department of the State Council shall, according to the types of market entities, formulate a list of registration materials and a sample of document format, which shall be made public to the public through the government website, the service window of the registration authority, etc.
The registration authority shall not require the applicant to provide the registration related information of market entities that can be obtained through the government information sharing platform.
Article 17 the applicant shall be responsible for the authenticity, legality and validity of the materials submitted.
Article 18 An applicant may entrust other natural persons or intermediary institutions to handle the registration of market entities on its behalf. The entrusted natural person or intermediary institution shall abide by the relevant provisions and shall not provide false information and materials.
Article 19 the registration authority shall conduct formal examination of the application materials. If the application materials are complete and conform to the legal form, it shall be confirmed and registered on the spot. If it cannot be registered on the spot, it shall be registered within 3 working days; If the circumstances are complicated, it may be extended for another three working days with the approval of the person in charge of the registration authority.
If the application materials are incomplete or do not conform to the legal form, the registration authority shall notify the applicant of the materials that need to be supplemented and corrected at one time.
Article 20 Where an application for registration does not conform to the provisions of laws and administrative regulations, or may endanger national security or social and public interests, the registration authority shall refuse to register and explain the reasons.
Article 21 Where an applicant applies for the registration of the establishment of a market entity and the registration authority registers it according to law, it shall issue a business license. The date of issuance of the business license is the date of establishment of the market entity.
Where a law, administrative regulation or decision of the State Council stipulates that the establishment of a market entity must be approved, it shall apply for registration with the registration authority within the validity of the approval document.
Article 22 the business license is divided into an original and a duplicate, which have the same legal effect.
The electronic business license has the same legal effect as the paper business license.
The format of the business license and the standards for the electronic business license shall be uniformly formulated by the market supervision and Administration Department of the State Council.
Article 23 Where a market entity establishes a branch, it shall apply for registration with the registration authority of the place where the branch is located.
Article 24 Where a market entity changes its registered items, it shall apply to the registration authority for registration of change within 30 days from the date of making the resolution or decision on change or the occurrence of the statutory change.
If the change of registration items of a market subject is subject to approval according to law, the applicant shall apply for change registration with the registration authority within the validity of the approval document.
Article 25 If the legal representative of a company or an unincorporated enterprise legal person falls into any of the circumstances listed in Article 12 of these regulations during his term of office, he shall apply to the registration authority for change of registration.
Article 26 Where a market entity changes its business scope and belongs to an item subject to approval according to law, it shall apply for change registration within 30 days from the date of approval. Where a license or approval document is revoked, revoked or its term of validity expires, an application for change of registration or cancellation of registration shall be filed with the registration authority within 30 days from the date of revocation, revocation or expiration of the license or approval document.
Article 27 Where a market entity changes its domicile or main business place beyond the jurisdiction of the registration authority, it shall apply to the registration authority at the place where it moves in for registration of change before moving into the new domicile or main business place. The registration authority of the move out place shall not refuse to hand over the archives of the market subject and other relevant materials without justified reasons.
Article 28 Where the change registration of a market entity involves the items recorded in the business license, the registration authority shall timely issue a new business license for the market entity.
Article 29 Where a market entity changes the items for record specified in Article 9 of these regulations, it shall file with the registration authority within 30 days from the date of making the change resolution, decision or statutory change. In case of any change in the members of a farmers’ Professional Cooperative (Confederation), it shall file with the registration authority within 90 days from the end of the current fiscal year.
Article 30 Where the operation is difficult due to natural disasters, accident disasters, public health events, social security events and other reasons, the market entity may decide to close down its business within a certain period of time on its own. Unless otherwise provided by laws and administrative regulations.
The market entity shall consult with the employees on the handling of labor relations and other relevant matters according to law before the closure of business.
A market entity shall file with the registration authority before it closes its business. The registration authority publicizes such information as the closure period and the address for service of legal documents to the public through the national enterprise credit information publicity system.
The maximum period for a market entity to close its business shall not exceed 3 years. If a market entity carries out business activities during the period of closure, it shall be deemed to have resumed business, and the market entity shall publicize it to the public through the national enterprise credit information publicity system.
During the period when a market entity is out of business, it may substitute the address for service of legal documents for its domicile or main place of business.
Article 31 Where a market entity needs to terminate due to dissolution, declaration of bankruptcy or other legal reasons, it shall apply to the registration authority for cancellation of registration according to law. Upon cancellation of registration by the registration authority, the market entity shall terminate.
Where the cancellation of a market entity is subject to approval according to law, it shall apply to the registration authority for cancellation of registration after approval.
Article 32 Where a market entity shall be liquidated according to law before the cancellation of registration, the liquidation group shall, within 10 days from the date of establishment, announce the names of the members of the liquidation group and the persons in charge of the liquidation group through the national enterprise credit information publicity system. The liquidation group may issue creditor announcements through the national enterprise credit information publicity system.
The liquidation group shall apply to the registration authority for cancellation of registration within 30 days from the date of completion of liquidation. Before applying for cancellation of registration, a market entity shall cancel the registration of its branches according to law.
Article 33 Where a market entity has not incurred any creditor’s rights and debts or has completed the payment of creditor’s rights and debts, has not incurred or has settled the payment expenses, employees’ wages, social insurance expenses, statutory compensation, taxes payable (late fees, fines), and all investors have made a written commitment to bear legal responsibility for the authenticity of the above circumstances, it may cancel the registration in accordance with the summary procedure.
The market entity shall publicize the letter of commitment and the application for cancellation of registration through the national enterprise credit information publicity system for 20 days. If no relevant departments, creditors or other interested parties raise objections during the publicity period, the market subject may apply to the registration authority for cancellation of registration within 20 days from the expiration of the publicity period.
Where an individual industrial and commercial household cancels its registration in accordance with the simple procedure, it does not need to be publicized. The registration authority shall push the application for cancellation of registration of the individual industrial and commercial household to the tax and other relevant departments. If the relevant departments do not raise any objection within 10 days, they may directly go through the cancellation of registration.
Where the cancellation of a market entity is subject to approval according to law, or the market entity is revoked of its business license, ordered to close down, revoked, or listed in the list of abnormal operations, the simple cancellation procedure shall not apply.
Article 34 Where the people’s court makes a ruling on compulsory liquidation or declares bankruptcy, the relevant liquidation team or bankruptcy administrator may directly apply to the registration authority for cancellation of registration on the strength of the ruling of the people’s Court on the termination of the compulsory liquidation procedure or the ruling of the people’s Court on the termination of the bankruptcy procedure.
Chapter IV Supervision and Administration
Article 35 a market entity shall publicize its annual report and relevant registration information in accordance with the relevant provisions of the state.
Article 36 a market entity shall place its business license in an eye-catching position in its domicile or main business place. A market entity engaged in e-commerce operation shall continuously publicize the business license information or relevant link marks in a prominent position on its home page.
Article 37 No unit or individual may forge, alter, lease, lend or transfer a business license.
If the business license is lost or damaged, the market entity shall declare it invalid through the national enterprise credit information publicity system and apply for a replacement.
If the registration authority makes a decision to change the registration, cancel the registration or cancel the registration according to law, the market entity shall return the business license. In case of refusal to return or failure to return the business license, the registration authority shall announce the cancellation of the business license through the national enterprise credit information publicity system.
Article 38 the registration authority shall, according to the credit risk status of the market entities, exercise supervision at different levels and in different categories.
The registration authority shall conduct supervision and inspection on the registration items of market entities by randomly selecting inspection objects and randomly selecting law enforcement inspectors, and timely disclose the supervision and inspection results to the public.
Article 39 the registration authority may exercise the following functions and powers to investigate and deal with the acts of market entities suspected of violating the provisions of these Regulations:

Article 40 Where the registration of a market entity is obtained by submitting false materials or concealing important facts by other fraudulent means, natural persons, legal persons and other organizations affected by the registration of a false market entity may apply to the registration authority for cancellation of the registration of a market entity.
After accepting the application, the registration authority shall carry out investigation in a timely manner. If it is found through investigation that there is a false registration of a market subject, the registration authority shall cancel the registration of the market subject. If the relevant market subjects and personnel are unable to contact or refuse to cooperate, the registration authority may publicize the registration time and registration items of the relevant market subjects to the public through the national enterprise credit information publicity system for 45 days. If the relevant market subject and its interested parties do not raise any objection within the publicity period, the registration authority may cancel the registration of the market subject.
For a market entity whose registration is revoked due to false market entity registration, its direct responsible person shall not apply for market entity registration again within 3 years from the date of revocation of market entity registration. The registration authority shall publicize it through the national enterprise credit information publicity system.
Article 41 under any of the following circumstances, the registration authority may not revoke the registration of a market entity:
（1） Revoking the registration of market entities may cause great damage to the social and public interests;
（2） The state before the registration cannot be restored after the cancellation of the registration of the market entity;
（3） Other circumstances stipulated by laws and administrative regulations.
Article 42 if the registration authority or its superior authority determines that the decision to cancel the registration of a market subject is wrong, it may cancel the decision, restore the original registration status, and publicize it through the national enterprise credit information publicity system.
Chapter V Legal Liability
Article 43 Where an enterprise engages in business activities without establishment registration, the registration authority shall order it to make corrections and confiscate its illegal income; Those who refuse to make corrections shall be fined not less than 10000 yuan but not more than 100000 yuan; If the circumstances are serious, the violator shall be ordered to close down and suspend business according to law, and shall also be fined not less than 100000 yuan but not more than 500000 yuan.
Article 44 Where a market entity obtains registration by submitting false materials or concealing important facts by other fraudulent means, the registration authority shall order it to make corrections, confiscate its illegal income and impose a fine of not less than 50000 yuan but not more than 200000 yuan; If the circumstances are serious, a fine of not less than 200000 yuan but not more than 1million yuan shall be imposed, and the business license shall be revoked.
Article 45 Where a market entity that implements the registration system of paid in registered capital falsely reports its registered capital to obtain the registration of a market entity, the registration authority shall order it to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of the falsely reported registered capital; If the circumstances are serious, the business license shall be revoked.
Where the promoters or shareholders of a market entity that implements the registration system of paid in registered capital make false capital contributions, fail to deliver or fail to deliver the monetary or non monetary property as capital contributions on schedule, or withdraw their capital contributions after the establishment of the market entity, the registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of false capital contributions.
Article 46 Where a market entity fails to go through the change registration in accordance with these regulations, the registration authority shall order it to make corrections; Those who refuse to make corrections shall be fined not less than 10000 yuan but not more than 100000 yuan; If the circumstances are serious, the business license shall be revoked.
Article 47 Where a market entity fails to go through the filing procedures in accordance with these regulations, the registration authority shall order it to make corrections; Those who refuse to make corrections shall be fined not more than 50000 yuan.
Article 48 Where a market entity fails to place its business license in an eye-catching place in its domicile or main business premises in accordance with these regulations, the registration authority shall order it to make corrections; Those who refuse to make corrections shall be fined not more than 30000 yuan.
If a market entity engaged in e-commerce fails to continuously publicize the business license information or relevant link marks in a prominent position on its home page, it shall be punished by the registration authority in accordance with the e-commerce law of the people’s Republic of China.
If a market entity forges, alters, leases, lends or transfers its business license, the registration authority shall confiscate its illegal income and impose a fine of less than 100000 yuan; If the circumstances are serious, a fine of not less than 100000 yuan but not more than 500000 yuan shall be imposed, and the business license shall be revoked.
Article 49 in case of violation of the provisions of these regulations, the registration authority shall, when determining the amount of fines, comprehensively consider the type, scale, illegal circumstances and other factors of the market entities.
Article 50 Where the registration authority and its staff members fail to perform their duties or perform their duties improperly in violation of the provisions of these regulations, the persons directly in charge and other persons directly responsible shall be given sanctions according to law.
Article 51 anyone who violates the provisions of these regulations and constitutes a crime shall be investigated for criminal responsibility according to law.
Article 52 Where there are other provisions in laws and administrative regulations on the punishment of illegal acts of market entities in the registration administration, such provisions shall prevail.
Chapter VI supplementary provisions