Article 2 The registered capital of a company is the capital contribution paid or subscribed by all shareholders or promoters registered by the company registration authority according to law.
Article 3 The company registration authority shall register the registered capital of the company in accordance with laws, administrative regulations and relevant provisions of the state, and register those that meet the requirements; Those who do not meet the requirements will not be registered.
Article 4 The amount of registered capital of a company and the mode of contribution by shareholders or promoters shall comply with the relevant provisions of laws and administrative regulations.
Article 5 A company's registration of establishment or change of registered capital must be verified by a statutory capital verification institution, and a capital verification certificate must be issued.
Article 6 The capital contribution that must be appraised according to the Company Law shall be appraised and appraised by an asset appraisal institution with appraisal qualification and verified by a capital verification institution.
Article 7 Shareholders or promoters of a company must contribute capital in their own names. Where the investment is made in kind, industrial property rights or non-patented technology, the shareholders or promoters have ownership; Where the capital contribution is made by land use right, the shareholders or promoters have the land use right.
Article 8 After the registration of the company's establishment, if the shareholders or promoters make contributions in cash, they shall deposit the money in full into the temporary account opened by the company in the bank.
Article 9 Where a company is registered and established, and its capital contribution is in kind, industrial property right, non-patented technology and land use right, the articles of association shall provide for the transfer of the above-mentioned capital contribution, and shall go through the transfer formalities in accordance with relevant regulations within six months after the company is established and report it to the company registration authority for the record.
Article 10 Where industrial property rights and non-patented technologies are used as registered capital, their proportion in the registered capital shall comply with the relevant provisions of the state. Industrial property rights and non-patented technologies that belong to high-tech achievements stipulated by the state, and whose pricing amount exceeds 20% of the registered capital of the company, shall be recognized by the competent department of science and technology at or above the provincial level.
Article 11 The capital verification certificate for the establishment of a company shall include the following contents:
(1) name;
(2) type;
(3) Names of shareholders or promoters.
(4) The amount and mode of capital contribution of shareholders or promoters; A joint stock limited company established by offering shall specify the shares subscribed by the promoters and their proportion to the total number of shares of the company;
(5) The actual capital contribution of the shareholders or promoters. A description of the time, amount, bank, temporary account and account number of the shareholders or promoters; Non-monetary investment, indicating the ownership, transfer or commitment;
The evaluation of physical investment, industrial property rights, non-patented technology and land use rights and the evaluation results, and the proportion of industrial property rights and non-patented technology in the registered capital;
(6) Other matters.
Article 12 Where a company increases its registered capital and makes capital contribution in cash, the shareholders or promoters shall deposit the capital contribution in full into the company account and have it verified by the capital institution; Where the capital contribution is made in kind, industrial property right, non-patented technology or land use right, the shareholders or promoters shall, after handling the property transfer formalities according to law, be assessed and verified by the capital verification institution.
Article 13 A company shall reduce its registered capital in accordance with the procedures stipulated in the Company Law, and the reduced registered capital shall reach the minimum registered capital stipulated by laws and administrative regulations, and be verified by an experienced capital verification institution.
Article 14 Where a company changes its registered capital, it shall amend its articles of association.
Article 15 The capital verification certificate for change of registered capital shall include the following contents:
(1) name;
(2) Names of shareholders or promoters before and after the change.
(3) The amount and mode of capital contribution of shareholders or promoters before and after the change;
(4) The amount of registered capital before and after the change;
(5) The paid-in amount of increased registered capital. If the capital contribution is made in currency, the capital contribution amount, capital contribution date, capital contribution bank, capital contribution account and account number of the shareholders or promoters shall be clearly stated; If the investment is made in kind, industrial property rights, non-patented technology or land use rights, it shall explain the situation and evaluation of the shareholders' handling of property rights transfer procedures; Where the registered capital is increased by capital reserve, surplus reserve and undistributed profit, the amount of increase, the implementation date of the company, the adjustment of financial statements, the actual situation of related subjects in financial statements before and after the increase, and the capital contribution of shareholders after the increase shall be explained;
(6) If the registered capital is reduced, it shall explain the company's performance of the procedures stipulated in the Company Law and the debt repayment or debt guarantee of the shareholders to the company.
Article 16 After the establishment of a limited liability company, if the actual price of the physical objects, industrial property rights, non-patented technologies and land use rights as capital contributions is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders shall make up the difference. The physical objects, industrial property rights, non-patented technologies and land use rights in the original investment should be re-evaluated. The registered capital of the company shall be re-verified, and the capital verification institution shall issue a capital verification certificate.
Article 17 If the shareholders of a limited liability company make contributions in kind, industrial property rights, non-patented technology and land use rights, and fail to go through the formalities of property rights transfer within the specified time, the contributing shareholders shall make up their contributions in other ways, and the shareholders' meeting shall make a resolution on the shareholders' making up their contributions in other ways, and amend the articles of association accordingly.
Where the promoters of a joint stock limited company make contributions in kind, industrial property rights, non-patented technology and land use rights, and fail to go through the formalities for the transfer of property rights within the specified time, the promoters who have contributed the capital shall make up the capital contribution in other ways, and the shareholders' meeting shall review the value of the property pledged by the promoters as shares.
Additional capital contribution by shareholders or promoters shall comply with these provisions, be verified by an experienced capital institution, issue a capital verification certificate, and be reported to the company registration authority for the record.
Article 18 After the establishment of a company, if the company registration authority finds that the registered capital of the company is false, it may require the company to make capital verification at a designated capital verification institution and require it to submit a capital verification certificate within a prescribed time limit.
Article 19 Where a shareholder or promoter makes a non-monetary contribution, fails to go through the transfer formalities in accordance with Article 9 of these Provisions, or the transferred contribution does not reach the registered capital as stipulated in the Articles of Association, it is a false contribution.
Article 20 The shareholders or promoters fail to pay in cash or make capital contributions in non-cash as required, and fail to go through the formalities of property transfer as required; The company falsely reports its registered capital; False capital contribution by shareholders or promoters; If a shareholder or promoter withdraws his capital contribution after the establishment of the company, the company registration authority shall punish him according to law.
Article 21 If a capital verification institution or an asset appraisal institution issues false certification documents, the company registration authority shall punish it according to law.
Article 22 These Provisions shall apply to the administration of registration of registered capital of foreign-invested enterprises. Except as otherwise provided by laws and administrative regulations.
Twenty-third in accordance with the "Regulations on the Administration of Registration of Enterprise Legal Persons in People's Republic of China (PRC)", the management of registered capital of enterprises not owned by the whole people shall be implemented with reference to these provisions.
Article 24 These Provisions shall come into force on July 1 day, 2004. 1995 12 18 The Interim Provisions on the Administration of Registered Capital of Companies promulgated by the State Administration for Industry and Commerce shall be abolished at the same time.
Registration of Opening, Alteration and Cancellation of a Limited Liability Company Chapter I General Provisions
Article 1 In order to strengthen and improve the administration of enterprise name registration, protect the legitimate rights and interests of enterprise name owners and maintain the order of fair competition, these Measures are formulated in accordance with the Provisions on the Administration of Enterprise Name Registration and relevant laws and administrative regulations.
Article 2 These Measures shall apply to the names of enterprises as legal persons and unincorporated enterprises registered by the administrative department for industry and commerce.
Article 3 An enterprise shall choose its own name according to law and apply for registration. An enterprise enjoys the right of name from the date of its establishment.
Article 4 The administrative departments for industry and commerce at all levels shall approve the registration of enterprise names according to law. The name of an enterprise that exceeds its authority shall be corrected.
Article 5 The administrative department for industry and commerce shall implement hierarchical registration management for enterprise names. The State Administration for Industry and Commerce is in charge of the administration of enterprise name registration throughout the country, and is responsible for approving the following enterprise names:
(a) with the words "China", "China", "national", "domestic" and "international";
(2) The words "China", "China", "National" and "National" are used in the middle of the name;
(3) Administrative divisions are not included.
The local administration for industry and commerce is responsible for approving the following enterprise names other than those specified in the preceding paragraph:
(a) at the same level as the administrative division;
(two) in accordance with the provisions of article twelfth, including administrative divisions at the same level.
The State Administration for Industry and Commerce grants foreign-invested enterprises the right of approval and registration, and the Administration for Industry and Commerce approves the names of foreign-invested enterprises according to these measures.
Chapter II Enterprise Name
Article 6 The name of an enterprise as a legal person shall not contain the names of other legal persons, unless otherwise stipulated by the State Administration for Industry and Commerce.
Article 7 The name of an enterprise shall not contain other enterprise names. The name of an enterprise branch shall be preceded by the name of the enterprise to which it belongs.
Article 8 The name of an enterprise shall use Chinese characters that conform to the national norms, and shall not use Chinese phonetic alphabet or Arabic numerals. If the name of an enterprise needs to be translated into a foreign language, it shall be translated and used by the enterprise itself according to the principle of text translation, and it is not necessary to report to the administrative department for industry and commerce for approval and registration.
Article 9 The name of an enterprise consists of administrative division, shop name, industry and organizational form in turn, except as otherwise provided by laws, administrative regulations and these Measures.
Article 10 Except for enterprises decided to be established by the State Council, the names of enterprises shall not be prefixed with the words "China", "China", "country", "nationality" and "international". Where the words "China", "China", "country", "nationality" and "international" are used in the name of an enterprise, they shall be industry qualifiers. Wholly foreign-owned enterprises and foreign-invested enterprises controlled by foreign parties that use the names of foreign-invested enterprises (regions) may use the words "(China)" in the middle of the names.
Article 11 The administrative division in an enterprise name is the name or place name of the administrative division at or above the county level where the enterprise is located. The name of a municipal district cannot be used as an administrative division in the name of an enterprise alone. Where the name of a municipal district and the name of a municipal administrative division are used in the name of an enterprise, it shall be approved by the Municipal Administration for Industry and Commerce. The names of enterprises used in the administrative divisions of provinces, cities and counties shall be approved by the Administration for Industry and Commerce of the Supreme Administrative Region.
Article 12 An enterprise as a legal person that meets the following conditions may place the administrative division after the font size and before the organizational form in its name:
(1) Using the font size in the name of the holding enterprise;
(2) The name of the holding company does not include administrative divisions.
Thirteenth approved by the State Administration for Industry and Commerce, an enterprise as a legal person that meets one of the following conditions may use the name of an enterprise without administrative divisions:
(1) Approved by the State Council;
(2) registered by the State Administration for Industry and Commerce;
(3) Its registered capital (or registered capital) is not less than 50 million yuan;
(4) It is otherwise stipulated by the State Administration for Industry and Commerce.
Article 14 The font size of an enterprise name shall consist of two or more words. Administrative divisions shall not be used as font sizes, except that the names of administrative divisions at or above the county level have other meaning.
Article 15 The name of an enterprise may use the name of a natural person investor as the font size.
Article 16 The industry expression in the name of an enterprise should be a language that reflects the nature of the enterprise's economic activities, the national economy industry to which it belongs or the business characteristics of the enterprise. The contents expressed in business terms in the enterprise name should be consistent with the business scope of the enterprise.
Article 17 If the nature of an enterprise's economic activities belongs to different categories of national economy industries, the industries in the enterprise name shall be indicated by the categories of national economy industries to which the main economic activities belong.
Eighteenth enterprise name does not use the national economy industry classification and terminology to describe the industry, it shall meet the following conditions:
(a) the nature of economic activities of enterprises belongs to more than five categories of industries in the national economy;
(two) the registered capital of the enterprise (or registered capital) is more than 654.38 billion yuan or the parent company of the enterprise group;
(3) The brand name is different from that of the enterprise approved and registered by the same administrative department for industry and commerce.
Article 19 An enterprise may use the name of a country (region) or the place name of an administrative division at or above the county level after the Chinese character in its name to reflect its business characteristics. The above place names are not regarded as administrative divisions in the enterprise name.
Article 20 The name of an enterprise shall not express or imply any business beyond its business scope.
Chapter III Registration of Enterprise Names
Article 21 Only one enterprise name can be indicated on the business license of an enterprise.
Article 22 The establishment of a company shall apply for pre-approval of its name. Where laws and administrative regulations stipulate that the establishment of an enterprise must be submitted for examination and approval, or there are items in the business scope that must be submitted for examination and approval according to laws and administrative regulations, the enterprise name shall be pre-approved before being submitted for examination and approval, and the enterprise name approved by the administrative department for industry and commerce shall be submitted. The establishment of other enterprises can apply for pre-approval of the name.
Article 23 To apply for pre-approval of enterprise name, all investors, partners and cooperators (hereinafter referred to as investors) shall designate representatives or entrust agents to submit the application for pre-approval of enterprise name to the administrative department for industry and commerce with the jurisdiction of name approval. The application for pre-approval of enterprise name shall specify the enterprise name (optional name may be specified), domicile, registered capital, business scope, investor's name, investment amount and investment proportion, authorization opinion (name, authority and time limit of designated representative or entrusted agent), and shall be signed and sealed by all investors. The application for pre-approval of enterprise name shall be accompanied by a copy of the identity card of the designated representative or entrusted agent.
Article 24 Where an application for pre-approval of an enterprise name is made directly to the administrative department for industry and commerce, the administrative department for industry and commerce shall make a decision on approval or rejection of the enterprise name applying for pre-approval. If approved, a Notice of Pre-approval of Enterprise Name shall be issued; If it is rejected, a Notice of Rejection of Enterprise Name shall be issued. Apply for pre-approval of enterprise name by mail, fax, electronic data interchange, etc. In accordance with the provisions of the enterprise registration procedures.
Article 25 Where an enterprise applies for registration of establishment and its name has been pre-approved, it shall submit a notice of pre-approval of its name. The establishment of an enterprise name involves the examination and approval prescribed by laws and administrative regulations. If the approval document is not submitted, the registration authority shall not register it with the pre-approved enterprise name. If the pre-approval of enterprise name and enterprise registration are not handled by the same administrative department for industry and commerce, the registration authority shall, within 30 days from the date of enterprise registration, send the relevant registration materials to the administrative department for industry and commerce that approved the enterprise name for the record.
Article 26 An enterprise that changes its name shall apply to the registration authority for registration of change.
Where the name of the enterprise applying for change is under the jurisdiction of the registration authority, the registration authority shall directly handle the registration of change.
If an enterprise applies for changing its name, which is not under the jurisdiction of the registration authority, it shall be handled in accordance with the provisions of Article 27 of these Measures.
Within 30 days from the date of approval of the enterprise name change registration, the enterprise shall apply for the registration of the name change of its branch.
Article 27 If the application for registration of enterprise name change, enterprise registration and enterprise name approval are not in the same administrative department for industry and commerce, the enterprise registration authority shall make a preliminary examination of the enterprise name to be changed, and put forward opinions on approving the enterprise name change to the administrative department for industry and commerce with name jurisdiction.
The approval letter of enterprise name change shall specify the original enterprise name, the name of the enterprise to be changed (alias), domicile, registered capital, business scope, the name of the investor, the examination opinions of the enterprise registration authority, and affix the official seal. The administrative department for industry and commerce with name jurisdiction shall make a decision of approval or disapproval within 5 days after receiving the approval letter of enterprise name change. If it is approved, it shall issue a Notice of Approval of Enterprise Name Change; If it is rejected, a Notice of Rejection of Enterprise Name shall be issued.
The registration authority shall, within 30 days from the date of approval of the change of enterprise name, send the relevant registration materials to the administrative department for industry and commerce for the record.
Article 28 The pre-approval of company name and the approval of company name change shall be valid for 6 months, and the approved name shall automatically become invalid upon expiration of the validity period.
Article 29 Where the right to operate the relevant business is revoked and its name indicates the business, the enterprise shall apply to the registration authority for changing its name and other registered items within 1 month from the date when the right to operate the business is revoked.
Article 30 If an enterprise goes through the cancellation of registration or its business license is revoked, and its name is approved by other administrative departments for industry and commerce, the registration authority shall send the written approval for cancellation of registration or the written decision on administrative punishment to the administrative department for industry and commerce that approved the name of the enterprise for the record.
Article 31 An enterprise name shall not be approved under any of the following circumstances:
(1) It has the same name as an enterprise in the same industry approved or registered by the same administrative department for industry and commerce, unless it has an investment relationship;
(two) the same name as the enterprise approved and registered by the same administrative department for industry and commerce in accordance with Article 18 of these Measures, except for investment relations;
(3) It is the same as the original name changed by other enterprises less than 1 year ago;
(4) Having the same name as an enterprise whose registration has been cancelled or whose business license has been revoked for less than 3 years;
(five) other violations of laws and administrative regulations.
Article 32 The administrative department for industry and commerce shall establish an enterprise name approval and registration file.
Article 33 The formats of the notice of pre-approval of enterprise name, the notice of approval of enterprise name change, the notice of rejection of enterprise name and the registration form of enterprise name approval shall be uniformly formulated by the State Administration for Industry and Commerce.
Article 34 The names of foreign (regional) enterprises shall be protected in accordance with the relevant provisions of international conventions, agreements and treaties to which China is a party.
Chapter IV Use of Enterprise Names
Article 35 The pre-approved enterprise name shall not be used for business activities or transfer within the validity period.
Before the enterprise name is changed, it shall not engage in business activities or transfer the changed enterprise name approved by the Notice of Approval of Enterprise Name Change.
Article 36 An enterprise shall indicate its name in its domicile.
Article 37 The name of the enterprise used on the seal, bank account and letterhead shall be consistent with the name on the business license.
Article 38 The name of an enterprise used in legal documents shall be the same as the name in the business license of the enterprise.
Article 39 An enterprise shall follow the principle of good faith when using its name.
Chapter V Supervision, Management and Dispute Resolution
Article 40 The administrative departments for industry and commerce at all levels shall supervise and manage the use of enterprise names by enterprises engaged in activities within their jurisdiction according to law.
Article 41 If a registered enterprise name causes deception or misunderstanding to the public or damages the legitimate rights and interests of others in its use, it shall be deemed as an inappropriate enterprise name and corrected.
Article 42 Where an enterprise has a name dispute with others, it may apply to the administrative department for industry and commerce for settlement, or bring a lawsuit to the people's court.
Article 43 When an enterprise requests the administrative department for industry and commerce to handle a name dispute, it shall submit the following materials to the administrative department for industry and commerce that approved the names of others:
(1) an application;
(2) the qualification certificate of the applicant;
(3) evidence;
(4) Other relevant materials.
The application shall be signed by the applicant, and shall contain the information of the applicant and the respondent, the facts and reasons of the name dispute, the request and other contents.
If an agent is entrusted, the power of attorney and the qualification certificate of the principal shall also be submitted.
Article 44 After accepting a dispute over the name of an enterprise, the administrative department for industry and commerce shall handle it according to the following procedures within six months:
(a) to verify the applicant and the respondent for enterprise name registration;
(two) to investigate and verify the materials submitted by the applicant and related disputes;
(3) Inform the respondent of the name dispute in writing, and ask the respondent to submit written opinions on the dispute within 1 month;
(four) according to the principle of protecting industrial property rights and the relevant provisions of the management of enterprise name registration.
Chapter VI Supplementary Provisions
Article 45 The following names that need to be registered in the administrative department for industry and commerce shall be handled with reference to the Provisions on the Administration of Enterprise Name Registration and these Measures:
(1) The name of the enterprise group, consisting of the words: administrative division+brand name+industry+group;
(2) Names of other organizations that need to be registered with the administrative department for industry and commerce according to regulations.
Article 46 The Application for Pre-approval of Enterprise Name and the Approval Letter for Change of Enterprise Name shall be uniformly printed by the State Administration for Industry and Commerce and printed by the local administration for industry and commerce according to the standard format text.
Article 47 These Measures shall come into force as of July 6, 2004.
Notice of the State Administration for Industry and Commerce on Issues Concerning the Implementation of the Provisions on the Administration of Enterprise Name Registration (No.309 199 1) and Supplementary Notice on Issues Concerning the Implementation of the Provisions on the Administration of Enterprise Name Registration (No.283 1992).
Where the provisions on enterprise name in other documents of the State Administration for Industry and Commerce conflict with the Provisions on the Administration of Enterprise Name Registration and these Measures, they shall be null and void at the same time.