Business scope refers to the categories, varieties and service items that the state allows enterprises to produce and operate, which reflects the content and direction of enterprise business activities, is the legal boundary of the scope of enterprise business activities, and embodies the core content of enterprise civil rights capacity and behavior capacity.
system of law
The General Principles of the Civil Law stipulates that "an enterprise as a legal person shall engage in business within the approved and registered business scope." This legally defines the scope of business activities of enterprise legal persons. Once the business scope is approved and registered, the enterprise has the right and ability within this scope, and at the same time undertakes the obligation not to operate beyond the scope. Once it is exceeded, it will not only be protected by law, but also be punished. The approved business scope of an enterprise is the legal boundary to distinguish between legal and illegal business operations of an enterprise.
Legal requirements
According to the provisions of the Company Law, there are the following requirements for the business scope of the enterprise:
1. The business scope of an enterprise shall be stipulated in the articles of association, and it shall not apply for registration beyond the business scope stipulated in the articles of association.
2. The business scope of an enterprise must be registered according to law, that is, the business scope of an enterprise shall be subject to the approval of the registration authority. An enterprise shall engage in business activities within the business scope approved by the registration authority.
3. Projects within the business scope of enterprises restricted by laws and administrative regulations must be approved according to law before registration.
legal provision
Article 12 of China's Company Law clearly stipulates that the business scope of a company shall be stipulated in the articles of association and registered according to law. A company may amend its articles of association and change its business scope, but it shall register the change. Projects that are required to be approved by laws and administrative regulations in the company's business scope shall be approved according to law.
The company's business scope refers to the fields involved in the company's business activities, which is embodied in what kind of production projects, business types and service projects the company has. Companies need to have a certain business scope to carry out business activities. At the same time, determining the company's business scope also involves the following factors:
First, it is convenient for investors to know the investment direction of the company's funds, that is, the projects invested by the funds and the risks that exist or may exist in the projects;
Second, determining the general scope of the company's business activities is conducive to the professional development of the company's business activities;
Third, it is conducive to the company's directors, supervisors, managers and other senior management personnel to clearly understand the company's development prospects and efforts;
Four, is conducive to the establishment and maintenance of a certain management order, business order, to prevent market competition disorder.
According to the Company Law, the business scope of the company is stipulated in the articles of association. As an enterprise legal person, a company enjoys operational autonomy in accordance with the law and should have the right to decide in what field to engage in business activities. Therefore, the company's business scope should not be decided or designated by the internal administrative department of the government, but should be decided by the company itself, which is in line with the basic requirements of the socialist market economy. As the basic rules of the company's organization and behavior, the articles of association stipulate the fundamental and directional major issues such as the company's type, purpose and organizational structure, and provide basic guidelines for the establishment and operation of the company after its establishment. Therefore, the company's business scope should be stipulated by the company's articles of association, which is also a common practice in all countries.
The business scope of the company must be registered according to law. If a company changes its business scope, it must register the change according to law. After the company is established, it shall engage in business activities within the registered business scope. However, due to changes in subjective and objective conditions, the company's business scope is not fixed, and the company can change its business scope, or expand its business scope, or narrow its business scope according to needs, which is allowed by law. However, when a company decides to change its business scope, it shall go through legal procedures.
Legal procedures required for the company to change its business scope:
1. The shareholders' meeting (shareholders' meeting) modifies the Articles of Association and changes the business scope according to law;
2. Apply to the company registration authority to change the business scope;
Three. The company registration authority shall handle the change registration according to law.
If the business scope belongs to the project subject to approval according to laws and administrative regulations, it shall apply to the company registration authority for changing the business scope after obtaining approval according to law.
Projects that are required to be approved by laws and administrative regulations in the company's business scope shall be approved according to law. The so-called projects subject to approval refer to projects that should meet specific conditions and can only be operated after being approved by the relevant government administrative departments. If there are items that must be approved by laws and administrative regulations in the company's business scope, it must be approved by the relevant departments before registration. As for which projects must be approved in accordance with the provisions of laws and administrative regulations, they shall be determined in accordance with the provisions of laws and administrative regulations.
According to the relevant regulations of our country, the business scope is divided into licensed business projects and general business projects. Permitted business projects refer to projects that should be approved by relevant departments before applying for registration according to laws, administrative regulations and the State Council decisions. General business projects refer to projects that enterprises can apply for independently without approval. To apply for a project business license, the applicant shall apply to the examination and approval authority in accordance with laws, administrative regulations and the State Council decisions, and after approval, apply to the enterprise registration authority with the approval documents and certificates; If the examination and approval authority has restrictions on the operating period of the licensed project, the registration authority shall register the operating period, and the enterprise shall engage in business within the operating period approved by the examination and approval authority. To apply for general business projects, the applicant shall independently choose one or more business categories with reference to the classification of national economic industries and relevant regulations, and apply for registration directly to the enterprise registration authority according to law.
Where an enterprise changes its business scope, it shall apply to the enterprise registration authority for registration of change within 30 days from the date when the enterprise makes a resolution or decision on the change. Involving licensed business projects, it shall, within 30 days from the date of approval by the examination and approval authority, apply to the enterprise registration authority for registration of change with the approval documents and certificates. If the business scope applied by an enterprise is under any of the following circumstances, the enterprise registration authority shall not register it: laws, administrative regulations and the State Council have decided to prohibit the enterprise from operating; If it is a licensed project, the approval documents and certificates of the examination and approval authority cannot be submitted; The registered capital does not reach the minimum registered capital required by laws and administrative regulations to engage in project operation; Laws, administrative regulations and the State Council stipulate that enterprises in specific industries can only engage in approved projects, and enterprises apply for other projects; Other circumstances stipulated by laws, administrative regulations and the State Council.
Under any of the following circumstances, the enterprise shall stop the operation of related projects and apply to the enterprise registration authority for registration of change or cancellation of business scope in time: after the general business projects in the business scope have been adjusted into licensed business projects due to laws, administrative regulations and the State Council regulations, the enterprise fails to go through the examination and approval procedures in accordance with relevant regulations and obtain approval; The licensed business projects in the business scope need to be re-examined and approved according to laws, administrative regulations and the State Council decisions, and the enterprise fails to go through the examination and approval procedures in accordance with the relevant provisions and obtain approval; The licensed business projects within the business scope, after the expiration of the business term approved by the examination and approval authority, the enterprise fails to go through the examination and approval procedures again and get approval; The licensed business items in the business scope are cancelled by the examination and approval authority.