AnnouncementNo. 108 of the Standing Committee of the Fifth People's Congress of Shenzhen Municipality
Several Provisions on Commercial Registration in Shenzhen Special Economic Zone were adopted at the 18th meeting of the Standing Committee of the Fifth Shenzhen Municipal People's Congress on 20 12130, and shall come into force on March 30, 20/kloc-0. It is hereby announced.
2012165438+10/0/4
Article 1 In order to improve the commercial registration system, improve the market supervision system and promote economic development, these Provisions are formulated in accordance with the basic principles of laws and administrative regulations and the reality of Shenzhen Special Economic Zone.
Article 2 These Provisions shall apply to the commercial registration in the Special Zone and its supervision and management activities; Where there are no provisions, relevant laws and regulations shall apply.
Article 3 The term "commercial registration" as mentioned in these Provisions refers to the act that the applicant applies to the commercial registration authority, and the commercial registration authority registers the establishment, change and cancellation of the commercial subject in the commercial register for publicity.
The commercial subjects mentioned in these Provisions refer to natural persons, legal persons and other economic organizations registered according to law and engaged in profit-making business activities.
Article 4 The Shenzhen Municipal People's Government (hereinafter referred to as the municipal government) shall improve the credit system of commercial entities, strengthen credit constraints, and promote self-discipline and autonomy of commercial entities.
Article 5 The market supervision and administration department of the municipal government is the commercial registration authority, and is responsible for the supervision and administration of commercial registration and commercial registration matters in accordance with these Provisions.
Article 6 The commercial registration authority shall set up a commercial register as the legal carrier to record the registered items and filing items of commercial subjects for public inspection and reproduction.
Article 7 The registered items of commercial entities include:
(1) name;
(2) domicile or business premises;
(3) type;
(4) the person in charge;
(5) Total capital contribution;
(6) Business term;
(seven) the name of the investor and the amount of capital contribution.
The commercial registration authority shall, in accordance with the provisions of the preceding paragraph and according to the types of commercial subjects, specify the specific contents of the registered items of commercial subjects.
Article 8 The matters to be filed by commercial entities include:
(1) Articles of association or agreement;
(2) Business scope;
(3) Names of directors, supervisors and senior managers;
(4) members and persons in charge of the liquidation group.
(5) Registration of subsidiaries or branches of commercial entities outside the SAR.
Article 9 To establish a commercial entity, the following materials shall be submitted to the commercial registration authority:
(1) An application for registration of establishment;
(2) Articles of association or agreement;
(3) Notice of name pre-approval;
(4) Information materials of the domicile or business premises;
(five) the qualification certificate of the investor;
(six) documents and identity certificates of the person in charge, senior managers and other relevant members;
(seven) other materials prescribed by the commercial registration authority.
The establishment of commercial entities such as banks, securities companies, insurance companies, foreign-invested enterprises and accounting firms shall be approved by the relevant departments in accordance with laws and administrative regulations, and relevant approval documents shall also be submitted.
The applicant shall be responsible for the authenticity of the contents of the application materials submitted by him.
Article 10 The commercial registration authority shall, in accordance with the law, draw up a catalogue of the materials required for the establishment, alteration and cancellation of registration of commercial entities, and make it public.
Article 11 The commercial registration authority shall conduct formal examination of the materials submitted by the applicant.
Where the application materials are incomplete or do not conform to the statutory form, the commercial registration authority shall inform the applicant of the materials that need to be supplemented at one time within one working day from the date of receiving the materials, and explain the requirements.
If the application materials are complete and conform to the statutory form, the commercial registration authority shall accept it, register it within three working days from the date of acceptance, and issue a business license.
If the commercial registration authority fails to complete the registration within three working days, it may extend three working days with the approval of the person in charge of the commercial registration authority.
Commercial registration authorities shall not charge fees for handling commercial registration.
Article 12 After obtaining a business license, a commercial entity shall engage in business activities according to law. The business scope of commercial entities belongs to projects that should be approved by laws and regulations, and relevant business activities can be carried out only after obtaining the approval documents.
Thirteenth the establishment of a commercial entity, the applicant shall declare the domicile or business premises information materials.
The applicant shall be responsible for the legality and authenticity of the domicile or business premises.
Article 14 Where the business premises of a commercial entity must be approved by the relevant departments of planning, environmental protection, fire protection, culture and health according to law, relevant business activities can only be carried out after obtaining the approval documents.
Article 15 The business scope of a commercial entity shall be determined by articles of association, agreements, applications, etc.
The commercial registration authority shall formulate a classification catalogue of business scope with reference to the national economic industry classification standard to provide guidance for the applicant.
Article 16 A limited liability company shall implement the registered capital subscription registration system.
When the applicant applies for the registration of the establishment of a limited liability company, the commercial registration authority registers the total registered capital subscribed by all its shareholders, and it is not necessary to register the paid-in capital, and the applicant does not need to submit a capital verification certificate.
Article 17 The shareholders of a limited liability company shall agree on the amount, time, method and proportion of non-monetary contribution, and record it in the articles of association.
Where the shareholder contributes capital, the limited liability company shall issue a capital contribution certificate to the shareholder. The capital contribution certificate shall be signed by all shareholders, and the reasons shall be indicated if it is not signed.
Shareholders are responsible for the authenticity of the paid-in registered capital.
Article 18 A limited liability company may apply to the commercial registration authority for the record of paid-in capital, and shall be responsible for the authenticity of the paid-in capital.
Article 19 The date of issuance of the business license is the date of establishment of the commercial entity.
Companies and enterprises without legal personality established according to law shall be issued business licenses by the commercial registration authority; For legally established partnership enterprises and sole proprietorship enterprises, the business license of unincorporated enterprises shall be issued by the commercial registration authority; The business license of a legally established enterprise branch shall be issued by the commercial registration authority; Individual industrial and commercial households established according to law shall be issued a business license by the commercial registration authority.
Article 20 The items recorded in the business license include:
(1) Business license of enterprise as a legal person: enterprise name, legal representative, domicile and date of establishment;
(2) Business license of unincorporated enterprise: name of the enterprise, place of business, investor or executive partner, and date of establishment;
(3) Business license of the branch: name of the branch, person in charge, business place and date of establishment;
(4) Business license of individual industrial and commercial households: name, operator, business premises and date of establishment of individual industrial and commercial households.
The business license shall be provided with a prompt column, indicating the inquiry method of the business scope, capital contribution, business term, licensing approval and other related matters of the commercial subject. The commercial registration authority shall, according to the application of the commercial subject, issue a written certificate on the above matters.
The format of the business license shall be uniformly formulated by the commercial registration authority.
Article 21 If a commercial entity establishes a branch, and the business premises of the branch are inconsistent with the domicile of the commercial entity and cross-regional within the special zone, the commercial entity shall register the branch; The business premises of the branch are inconsistent with the domicile of the commercial subject, but if the commercial subject does not cross the region in the special zone, the commercial subject shall choose to register the branch or register the business premises information of the branch in the business license of the commercial subject to which it belongs.
Article 22 Where the registered items of a commercial entity change, it shall apply to the commercial registration authority for registration of change within 30 days from the date of making the resolution or decision on change; Without the change of registration, the commercial subject shall not change the commercial registration items without authorization.
In case of any change in the filing matters of the commercial subject, the commercial subject shall apply to the commercial registration authority for filing.
Article 23 The registration system of business license, organization code certificate and tax registration certificate shall be implemented, and the specific measures shall be formulated by the municipal government.
Article 24 Commercial registration shall be declared, accepted, examined, issued and filed online. Electronic documents and electronic business licenses have the same legal effect as paper forms.
A commercial entity may apply to the commercial registration authority for issuing a paper business license.
Article 25 The municipal government should deepen the reform of the examination and approval system, scientifically define and adjust the supervision responsibilities of relevant departments on commercial subjects and examination and approval items in accordance with the principle of adapting examination and approval to supervision, and innovate and improve the supervision system of commercial subjects.
Article 26 The following matters shall be supervised by the commercial registration authority and investigated and dealt with according to law:
(1) engaging in business activities in the name of a commercial subject without obtaining a business license;
(2) Submitting false registration documents or concealing important facts by other fraudulent means to obtain commercial registration;
(3) Failing to change the registered items as required.
Twenty-seventh in any of the following circumstances, the relevant administrative licensing examination and approval departments shall be responsible for the investigation and handling:
(a) engaged in business activities without obtaining the license or other approval documents that should be obtained according to law;
(two) in accordance with the provisions of laws and regulations, it is not necessary to apply for a business license, but it should obtain a license or other approval documents to engage in business activities without authorization;
(three) the license or other approval documents expire or are revoked, revoked or cancelled according to law, and continue to engage in business activities without authorization.
Twenty-eighth commercial registration authorities and relevant departments shall, in accordance with the provisions of the municipal government, establish a linkage mechanism for the supervision of commercial subjects; The illegal acts found in the supervision that do not belong to the scope of responsibilities of the department shall be promptly informed to the relevant departments, which shall investigate and deal with them according to law; Anyone suspected of committing a crime shall be transferred to judicial organs for handling according to law.
Article 29 The annual report system for commercial entities shall be implemented.
A commercial entity shall submit an annual report to the commercial registration authority in accordance with these Provisions, without annual inspection.
The annual report includes the registered items, filing items, paid-in registered capital, annual balance sheet and income statement of commercial entities.
The commercial subject is responsible for the authenticity of the annual report.
Article 30 A commercial entity shall submit an annual report within the time specified by the commercial registration authority.
Commercial entities established in that year shall submit annual reports from the following year.
The commercial registration authority may supervise and inspect the annual reports submitted by commercial entities.
Thirty-first to implement the business exception list system.
If a commercial subject is under any of the following circumstances, it shall be removed from the commercial register by the commercial registration authority, loaded into the business exception list, and incorporated into the credit supervision system:
(1) Failing to submit the annual report on time.
(two) through the domicile or business premises can not be contacted.
Before making a decision to load the business exception list, the commercial registration authority shall inform the commercial subject of the facts, reasons and basis for making the decision to load the business exception list through the information platform specified in Article 36 of these Provisions, and inform them of their rights according to law.
The information of investors, responsible persons, directors, supervisors and senior managers who are personally responsible for commercial entities listed in the business exception list is included in the credit supervision system.
Article 32 If a commercial entity has been listed in the business exception list for less than five years, and the reasons for being listed in the business exception list have disappeared, the commercial entity may apply for restoring the record in the commercial register; After examination and verification, the commercial registration authority shall remove it from the list of business anomalies and restore it to the commercial register.
Article 33 If a commercial entity is under any of the following circumstances, it shall be permanently recorded in the business exception list, and the commercial registration shall not be resumed, and the name shall be replaced by the registration number:
(1) It has been listed in the list of business anomalies for five years;
(two) in violation of the provisions on the administration of enterprise name registration, the commercial registration authority shall order it to make corrections within a time limit.
Thirty-fourth is permanently listed in the business exception list, the commercial subject and its investors, responsible persons, directors, supervisors and senior management personnel shall still bear relevant legal responsibilities according to law.
Article 35 If a commercial entity refuses to accept the decision made by the commercial registration authority to enter the business exception list or permanently enter the business exception list, it may apply for administrative reconsideration or bring an administrative lawsuit according to law.
If there is an error in loading or permanently loading the list of commercial anomalies, the commercial registration authority shall cancel the decision to load or permanently load the list of commercial anomalies, and record the commercial subject in the commercial register.
Article 36 The municipal government shall establish a unified credit information publicity platform (hereinafter referred to as the information platform) for the registration and approval of commercial entities through the electronic monitoring system of government information resources, which is used to publish commercial registration, licensing approval and its regulatory information.
The relevant departments of the municipal government shall, in accordance with the principles of demand orientation, supplier response, consultation and confirmation, unified standards, and ensuring safety and free sharing, realize information exchange and sharing.
Article 37 The commercial registration authority shall publicize the following information through the information platform:
(1) Registration information of commercial entities;
(two) the filing information of the commercial subject;
(3) Information submitted in the annual report of the commercial entity;
(4) The business entity loads or permanently loads the information in the business exception list;
(5) Supervision information of commercial entities.
The relevant departments of the municipal government shall publish the following information through the information platform:
(1) Information on licensing examination and approval matters;
(2) Regulatory information on licensing examination and approval.
Article 38 A commercial subject shall make a commitment to the authenticity of the contents of the statement and the submitted materials; Fraud, into the credit supervision system.
Where a commercial entity violates these provisions, it shall be investigated and dealt with by the commercial registration authority, the administrative licensing examination and approval department or other relevant departments in accordance with these provisions and the provisions of relevant laws and regulations.
Thirty-ninth commercial registration authorities, administrative licensing examination and approval departments or other relevant departments and their staff in violation of the provisions of the failure to perform their duties, the directly responsible person in charge and other directly responsible personnel shall be punished according to law; Anyone suspected of committing a crime shall be transferred to judicial organs for handling according to law.
Article 40 A commercial entity shall apply to the commercial registration authority for renewal of its business license within one year from the date of implementation of these Provisions. Specific measures shall be formulated separately by the commercial registration authority and implemented at the same time as these Provisions.
Article 41 The areas mentioned in these Provisions include Guangming, Pingshan, Longhua and Dapeng New District.
Forty-second municipal government can formulate detailed rules for implementation according to these regulations.
Article 43 These Provisions shall be implemented as of March 1 day, 2065.