First of all, clear the basic concepts such as commercial registration and commercial subject. The legislation of commercial registration in the two special zones clearly stipulates that commercial registration 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 registration book for publicity. Commercial subjects refer to natural persons, legal persons and other economic organizations registered according to law and engaged in profit-making business activities. The legislation of Zhuhai Special Zone further clarifies that commercial subjects include individual industrial and commercial households, sole proprietorships, partnerships, companies and enterprise branches.
There is no concept of commercial subject or commercial registration in the current laws, administrative regulations, departmental rules and judicial interpretations at the national level. The definition of commercial registration reflects the changing trend from "examination and approval" to "approval registration", while the definition of commercial subject "engaging in business activities for profit" clarifies the essence of commercial subject, which is the first time in China's commercial registration legislation and is of great significance.
Two, it is clear that the commercial registration authority conducts a formal review of the materials submitted by the applicant, and the applicant shall be responsible for the authenticity of the submitted materials.
Interpretation for a long time, China's commercial registration has implemented a "compromise review" model, that is, "formal review-oriented". Supplemented by substantive review ". However, in the practice of registration, due to the constraints of realistic conditions, it is difficult to grasp the boundary of substantive examination, which leads to greater discretion in substantive examination, which not only increases the burden on applicants, but also bears the law enforcement risk of unequal powers and responsibilities under the current imperfect accountability system. Clarifying the principle of formal review of commercial registration is conducive to improving economic efficiency, reducing the cost of registration applicants, helping the registration authority to perform its review duties within the scope of its functions and powers, establishing the self-credit awareness of commercial subjects, and strengthening the construction of credit system and post-event supervision.
Three, clear the specific time limit for commercial registration.
According to the legislation of Shenzhen Special Economic Zone, if the application materials are incomplete or do not conform to the statutory form, the commercial registration authority shall, within one working day from the date of receiving the materials, inform the applicant of the materials that need to be supplemented and explained 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.
The Legislative Law of Zhuhai Special Economic Zone stipulates that if the application materials are incomplete or do not meet the statutory form, the commercial registration authority shall inform the applicant of the materials that need to be corrected at one time and explain the requirements; If the application materials are complete and conform to the statutory form, it shall be accepted and registered within one working day from the date of acceptance; If the registration cannot be completed within one working day, it may be extended by three working days with the approval of the person in charge of the commercial registration authority.
Both Shenzhen and Zhuhai have made it clear that commercial registration authorities do not charge registration fees for commercial registration.
Legislation to further shorten the time limit for license processing, so that applicants have good psychological expectations, is conducive to creating a legalized and international business environment, and is a concrete manifestation of building a service-oriented government.
Four, clear the business scope of the commercial subject is determined by the articles of association, agreement, application and so on.
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. After the reform, the business license no longer records the business scope of the enterprise, but the society can inquire through the public information of the commercial subject.
For a long time, the problem of business scope has been puzzling enterprises and enterprise registration authorities. On the one hand, both enterprises and registration authorities need to spend a lot of money to clarify their business scope; On the other hand, with the rapid development of economy and society, trading activities are becoming more and more frequent, and emerging industries and new formats are emerging one after another. The current national economic industry classification can no longer meet the requirements of the development of the situation, and the verification of the business scope of enterprises has become a difficult problem. According to the legislation of commercial registration in Shenzhen and Zhuhai Special Economic Zones, the business scope of commercial entities is no longer regarded as a registered item (changed to a filing item), and the right to determine the business scope returns to the enterprise, which reflects the transformation of commercial registration from "examination and approval" to "approved registration" and "limited government". Through the reform of business scope, we will further clarify the relationship between the government and the market, guide commercial subjects to operate independently and in good faith, and create an honest and trustworthy business environment. The reformed business license no longer records the business scope of the enterprise, but the public can make inquiries through the government information publicity platform.
Verb (abbreviation of verb) makes it clear that the limited company implements the registered capital subscription 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.
Interpreting the design of the current registered capital system of enterprises, there are some places that are not suitable for the development of market economy, such as complicated capital verification procedures and long term, which increase the cost of enterprise establishment; The current regulations allow shareholders to contribute in kind, intellectual property rights, land use rights, equity, creditor's rights, etc. However, because the company has not been established, it is impossible to complete the transfer formalities at the beginning of its establishment. The initial contribution of the company is actually limited to monetary contribution, which limits the rational and effective use of social resources such as intellectual property rights, non-patented technology, equity rights and creditor's rights. The restriction on the proportion of monetary investment does not conform to the actual operation of the company; Some capital verification institutions collude with investors for profit-seeking purposes, make contributions in advance, or issue false capital verification reports, which breeds a large number of illegal acts of "two fakes and one escape" (falsely reporting registered capital, making false capital contributions, and withdrawing capital contributions). There is a certain gap between the design expectation of the current registered capital system and the reality of rapid economic development, which can not truly reflect the asset strength of enterprises, has certain constraints on the development of enterprises and even the economy, and also brings institutional problems that affect social credit and market economic order. Exploring the reform of the registration and subscription system of registered capital is helpful to actively solve the problems of "glass door" of registered capital, reduce the cost of enterprises entering the market, further improve administrative efficiency, guide illegal acts such as "two virtual and one escape", and provide new impetus for enterprise development and social credit construction.
Six, clear the direction of residence (business premises) reform. The legislation of Shenzhen Commercial Registration Special Zone proposes that if a commercial entity establishes a branch, and the business premises of the branch are inconsistent with the residence 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.
The legislation of Zhuhai Commercial Registration Special Zone puts forward that the business place of a commercial subject is the business place where it engages in business activities, and the business place can be inconsistent with the residence. If the business premises and domicile are inconsistent, they may register their branches or apply to the commercial registration authority for filing. In the office area of Zhuhai Special Economic Zone, if the same address is certified by the relevant departments of the Municipal People's Government, it can be used as the residence of multiple commercial entities.
The explanation of residence and business premises is also a difficult problem in enterprise registration in the past. The current registration regulations have strict requirements for places (residence and business premises) (according to the previous regulations of the State Administration for Industry and Commerce, the proof of residence is: a copy of the ownership certificate is submitted for the own property; A copy of the lease agreement and the lessor's property right certificate shall be submitted for the leased house. If the house is an urban house without obtaining the property right certificate, submit the certificate of the real estate management department or the certificate of completion acceptance, a copy of the purchase contract and the house sales license; If it is a non-urban house, submit the relevant certificates stipulated by the local government), which will bring about problems such as inefficient use of site resources and increase the cost of venture capital. Some operators are unable to apply for industrial and commercial registration due to the problem of residence, which also brings outstanding problems such as unlicensed operation. The commercial reform in Shenzhen and Zhuhai has further relaxed the conditions for enterprise registration. The active exploration of "one address with multiple photos" and "one photo with multiple addresses" is helpful to solve the practical problems faced by the current venue registration and has important practical significance for entrepreneurial employment and the development of small and medium-sized enterprises.
Seven, clear commercial registration online declaration, acceptance, examination, licensing and filing. Electronic documents and electronic business licenses have the same legal effect as paper forms.
With the development of science and technology, computer technology and network technology have been widely used in enterprise registration, and electronization has become the future development trend of commercial registration. In order to adapt to this development, Guangdong Province began to explore online registration early in the morning. For example, the "Online Registration Hall" was implemented in 2009. After the online pre-trial is passed, the applicant will bring all the application materials to the registration hall of the registration authority to submit the application and give priority to it. Implement the registration service of "online application and express delivery", so that enterprises can apply for industrial and commercial registration without leaving home by express delivery. The above reforms mainly focus on online pre-examination, but due to the lack of national laws and regulations on the effectiveness of electronic licenses and electronic signatures in administrative licensing, online registration of the whole process has not progressed. The legislation of Shenzhen and Zhuhai Commercial Registration Special Zones clearly stipulates the effectiveness of electronic licenses and electronic files, which ensures the electronization of the whole registration process from the legislation of the special zones, which is conducive to promoting subversive changes and important innovations in this enterprise registration method, or will trigger a new round of reform upsurge in online application and approval of administrative licenses.
Eight, clear the direction of enterprise supervision reform. According to the commercial registration legislation of the two special zones, it is stipulated to implement the annual report system of commercial subjects and the list system of commercial anomalies. Among them, the annual report system is: commercial entities shall submit annual reports to the commercial registration authority in accordance with these regulations 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 system of business exception list is as follows: if a commercial entity has any of the following circumstances, it shall be removed from the commercial register by the commercial registration authority, incorporated 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 35 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.
In fact, the reform of submitting annual reports by enterprises has replaced the previous practice of annual review, and the delisting system has improved the previous system of revoking business licenses. On the one hand, the reform of the annual report system simplifies the submission of materials, such as audit reports and financial statements; On the one hand, it reduces the work links and more truly reflects the actual operation of the enterprise; It also makes the commercial subject change from being inspected to actively submitting reports, which reflects the change of the autonomy of the commercial subject. The delisting system is mainly to reform the withdrawal of enterprises. In the past, the business license was revoked directly after the annual review was overdue, but now the annual report is delisted after the deadline, which increases the information publicity link and plays the role of credit punishment. At the same time, we will give relief to enterprises for negligence and other reasons, and further improve the withdrawal mechanism of commercial subjects.
Nine, clear the regulatory responsibilities of the commercial registration authority and the administrative licensing examination and approval department.
Interpreting the supervision responsibility between the commercial registration authority and the administrative licensing examination and approval department through the legislation of the special zone, and dividing the supervision responsibility according to the principle of "whoever approves will supervise", effectively solving the problems of unclear responsibilities and supervision dislocation between departments caused by "emphasizing access and neglecting supervision" in the past, improving the overall supervision efficiency of departments, and helping to accelerate the reform of the administrative examination and approval system and the transformation of government functions.
Ten, clear commercial registration and credit information publicity platform construction. The commercial registration legislation of the two special zones proposes that the municipal government should establish a unified platform for commercial registration, license approval and credit information publicity of its supervision information (information platform for short) to realize information exchange.
Interpreting the registration permission of commercial subjects and the construction of credit information publicity platform are important supports for the reform of commercial registration, which is conducive to the smooth progress of the reform, the strengthening of social supervision and departmental supervision, and the strengthening of enterprise credit system and social credit system construction.
Specific Problems and Solutions on Business License Reform in Commercial Registration
In accordance with Several Provisions on Commercial Registration in Shenzhen Special Economic Zone and Regulations on Commercial Registration in Zhuhai Special Economic Zone (hereinafter referred to as "Several Provisions" and "Regulations on Registration" respectively), Shenzhen and Zhuhai have comprehensively promoted the reform of commercial registration, and they are in line with the Reply of the State Administration for Industry and Commerce on Agreeing to the Reform Plan of Guangdong Commercial Registration Business License (No.36 [20/KLOC-0]).
First, the significance of the reform of business license for commercial registration in Shenzhen and Zhuhai.
First of all, it embodies the principles and purposes of the reform of the administrative examination and approval system. After the reform of business license style, in principle, only the necessary matters related to the qualification of commercial subjects are recorded, and the business scope, registered capital (gold) and paid-in capital of commercial subjects are no longer recorded, which reflects the change of enterprise registration from "examination and approval" to "approved registration" and "limited government". It also reflects the determination of the reform to further clarify the relationship between the government and the market and give greater trust to commercial subjects.
The second is to adapt to the development requirements of the economic situation. According to statistics, there are 18 kinds of business licenses (registration certificates) currently in use, with various types, different records and different specifications. Each kind of business license corresponds to a specific application form, which has caused troubles to applicants and enterprise registration authorities to varying degrees and increased work and administrative costs. Streamlining the types of business licenses and standardizing the items recorded in business licenses are the objective requirements for the development of business licenses under the new situation. At the same time, with the corresponding simplification of business license, the channel to know the basic information of commercial subjects no longer depends mainly on business licenses, but by inquiring about the public information of commercial subjects, which conforms to the trend of modern economic and social information development.
Third, it helps to strengthen the construction of enterprise credit system and strengthen social supervision and departmental supervision. As the qualification certificate of commercial subject, business license has an important function of external declaration and is an important carrier of commercial registration reform. After the reform, the business license no longer records the business scope and registered capital, which is conducive to guiding commercial subjects to operate independently and in good faith and creating an honest and trustworthy business environment. At the same time, setting up an "important tip" column in the business license is conducive to the smooth connection of reform, guiding all parties to market transactions to inquire about relevant information of commercial entities through an open information platform, and strengthening social supervision and supervision by functional departments. At the same time, the reform embodies the concept of commercial registration reform and guides the public to correctly understand the essence of commercial registration.
Second, why do you want to reform the business license style in Shenzhen and Zhuhai?
According to "Several Provisions" and "Registration Regulations", after the reform of commercial registration, the items recorded in business licenses have changed greatly. The Regulations on the Administration of Company Registration and other laws and regulations stipulate that the original and duplicate styles of the business license shall be uniformly formulated by the State Administration for Industry and Commerce. In order to actively and steadily promote the reform of commercial registration in our province, on the basis of fully soliciting the opinions of the pilot areas of commercial registration reform in our province, the Guangdong Provincial Administration for Industry and Commerce submitted the "Guangdong Provincial Commercial Registration Business License Reform Plan" to the State Administration for Industry and Commerce, and proposed to try out the reformed business license in Shenzhen and Zhuhai according to the legislation of the special zone. On February 20th, the State Administration for Industry and Commerce issued the "Reply", agreeing in principle to the reform plan of Guangdong's commercial registration business license, and trying out the reformed business license in Shenzhen and Zhuhai.
3. What is the reformed business license?
The reformed business licenses are divided into four categories:
The first is the business license of enterprise legal person. Applicable to enterprise legal persons and non-enterprise legal persons. Records: name, enterprise type, domicile, legal representative and date of establishment.
The second is the business license of an unincorporated enterprise. Applicable to sole proprietorship enterprises, partnership enterprises and Chinese-foreign cooperative unincorporated enterprises. Records: name, enterprise type, business place, investor or executive partner (sole proprietorship enterprise or Chinese-foreign cooperative unincorporated enterprise is the investor and partnership enterprise is the executive partner), and date of establishment.
The third is the branch business license. Applicable to branches, corporate branches of unincorporated enterprises, branches of sole proprietorship enterprises, branches of partnership enterprises, foreign (regional) enterprises engaged in production and business activities in China, and branches of foreign (regional) companies. Records: name, enterprise type, business place, person in charge and date of establishment.
The fourth is the business license of individual industrial and commercial households. Suitable for individual industrial and commercial households. Records: name, business place, operator and date of establishment.
The reformed business licenses are all provided with "Important Tips" columns, which show important tips such as business scope, registered capital, information inquiry (including the inquiry of regulatory information such as capital contribution, operating period, licensing examination and approval, annual report, etc.).
The reformed business license style is attached.
4. What is the business license renewal procedure after the restructuring?
Several regulations and registration regulations stipulate that local commercial entities should apply to the original registration authority for renewal of business licenses within one year from March 20 13 1 day. When handling all kinds of change registration business and annual inspection, commercial entities can apply for a new business license in addition to taking the initiative to apply.
5. Why do you want to keep the three types of business licenses and registration certificates unchanged?
Mainly from the particularity of these subjects and organizational types, keep the existing style unchanged. First, farmers' professional cooperatives (including branches). Because farmers' professional cooperatives are mutual-aid economic organizations based on rural household contract management, where producers and operators of similar agricultural products or providers and users of similar agricultural production and operation services voluntarily unite and democratically manage. To provide services such as purchasing agricultural means of production, selling, processing, transporting and storing agricultural products, as well as technologies and information related to agricultural production and operation, with members as the main service targets. This kind of subject is special, which is very different from enterprises and individual industrial and commercial households. The second is the resident representative offices of foreign (regional) enterprises, which have been issuing registration certificates before, and are not engaged in business activities, but only engaged in liaison business. Third, an enterprise group, a kind of enterprise consortium, does not have the qualification of an enterprise legal person, may not engage in business activities in the name of an enterprise group, and issue an enterprise group registration certificate to it. Considering the particularity of the above three types of subjects, it is not included in the reform scope of commercial registration business license.
6. After the business license reform, will there be some obstacles for enterprises to use the new business license in other regions?
The reform of commercial registration is still a process of continuous exploration, especially in Shenzhen and Zhuhai, which will be out of sync with other parts of the country. Based on this, we have made the following efforts:
First, in the design of the reformed business license, try to keep the same trace as the original business license. For example, on the prominent image logo, the China People's Congress and the national emblem are printed directly above the business license. At the same time, the words "Producer of People's Republic of China (PRC) State Administration for Industry and Commerce" are uniformly printed on the lower right of the business license.
Second, corresponding measures have been taken to distinguish the authenticity of the business license. The reformed business license adopts anti-counterfeiting shading design and prepares anti-counterfeiting bar code. The "Important Tips" column is uniformly set at the lower left of the business license, showing the ways and means of information inquiry of commercial subjects, which can be inquired by the society through the corresponding websites.
The third is to strengthen the publicity of business license reform as much as possible. The State Administration for Industry and Commerce gave a reply, and copied the reformed business license style to the administrations for industry and commerce of all provinces, autonomous regions and municipalities directly under the Central Government. At the same time, the provincial bureau forwarded the approval of the General Administration and the new business license of the province's industrial and commercial system. In addition, we should use various channels to strengthen the publicity of business license reform and create a good social atmosphere.