Article 1 These Regulations are formulated in order to regulate the registration and administration of market entities, promote the construction of a law-based market, maintain good market order and the legitimate rights and interests of market entities, and optimize the business environment.

Article 2 The term "market entities" as mentioned in these Regulations refers to the following natural persons, legal persons and unjuristic organizations engaged in business activities within the territory of the People's Republic of China for the purpose of making profits:

(1) Companies and non-company legal persons and their branches;

(2) Sole proprietorship enterprises, partnership enterprises and their branches;

(3) Farmers' specialized cooperatives (united cooperatives) and their branches;

(4) individual industrial and commercial households;

(5) Branches of foreign companies;

(6) Other market entities as provided for by laws and administrative regulations.

Article 3 Market entities shall handle registration in accordance with these Regulations. Without registration, no one may engage in business activities in the name of a market entity. Except where registration is not required by laws or administrative regulations.

Registration of market entities includes registration of establishment, registration of change and registration of cancellation.

Article 4 The registration administration of market entities shall follow the principles of law and compliance, unified norms, openness and transparency, convenience and efficiency.

Article 5 The market supervision and administration department under 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 in their respective jurisdictions, and strengthen overall guidance and supervision and administration.

Article 6 The market supervision and administration department under The State Council shall strengthen the construction of information technology and formulate unified market entity registration data and system construction norms.

The departments of the local people's governments at or above the county level that undertake the registration of market entities (hereinafter referred to as registration authorities) shall optimize the registration process of market entities, improve the efficiency of registration of market entities, implement systems such as on-site settlement, one-time settlement, and limited time settlement, achieve centralized processing, nearby processing, online processing, and remote registration, and improve the facilitation of 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 application of market entities' registration information with other government information and improve the efficiency of government services.

Chapter II Registration Matters

Article 8 The general registration items of market entities include:

(1) the name;

(2) types of subjects;

(3) the scope of business operations;

(4) domicile or main place of business operation;

(5) the registered capital or the amount of capital contribution;

(6) The name of the legal representative, executive partner or person in charge.

n addition to the provisions of the preceding paragraph, the following matters shall be registered according to the type of market entity:

(1) the names of the shareholders of the limited liability company, the promoters of the joint stock limited company and the investors of the non-corporate enterprise legal person;

(2) Name and residence of the investor of the sole proprietorship enterprise;

(3) the name or names of the partners of the partnership, their domicile and the manner in which they assume liability;

(4) the name, domicile and place of business of the operator of an individual industrial or commercial business;

(5) Other matters provided for by laws and administrative regulations.

Article 9 The following matters of a market entity shall be filed with the registration authority:

(1) Articles of association or partnership agreement;

(2) the term of operation or partnership;

(3) the amount of capital contribution subscribed by the shareholders of the limited liability company or the promoters of the 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 managers of the company;

(5) Members of farmers' specialized cooperatives (united cooperatives);

(6) Names of family members of individual industrial and commercial households participating in business operations;

(7) The registration liaison officer of market entities and the delivery of legal documents of foreign-invested enterprises to the recipient;

(8) Information about beneficial owners of market entities such as companies and partnerships;

(9) Other matters provided for by laws and administrative regulations.

Article 10 A market entity may register only one name, and the registered name of a market entity shall be protected by law.

The name of the market entity shall be declared independently by the applicant according to law.

Article 11 A market entity may register only one domicile or main place of business.

The natural person operators within the e-commerce platform may, in accordance with the relevant regulations of the State, use the network business premises provided by the e-commerce platform as business premises.

The people's governments of provinces, autonomous regions and municipalities directly under the Central Government may, on their own initiative or by authorizing the people's governments at lower levels to make specific provisions on the domicile or main business premises to make it more convenient for market entities to engage in business activities in accordance with the provisions of relevant laws and administrative regulations and the actual conditions of their respective regions.

Article 12 Under any of the following circumstances, a person may not act as the legal representative of a company or a non-company enterprise as a legal person:

(1) having no or limited capacity for civil conduct;

(2) Being sentenced to criminal punishment for embezzlement, bribery, embezzlement of property, misappropriation of property, or undermining the order of the socialist market economy for less than five years, or being deprived of political rights for a crime for less than five years;

(3) serving as the legal representative, director, factory director or manager of the company or non-company enterprise legal person in bankruptcy liquidation, and having personal responsibility for bankruptcy, it has not been more than three years since the date of completion of bankruptcy liquidation;

(4) Acting as the legal representative of a company or non-corporate enterprise legal person whose business license has been revoked or ordered to close due to violations of the law, and having personal responsibility, it has not been more than 3 years since the date of the revocation of the business license;

(5) debts owed by individuals in a relatively large amount are not repaid when they mature;

(6) Other circumstances provided for by laws and administrative regulations.

Article 13 Unless otherwise provided for by laws, administrative regulations or decisions of The State Council, the registered capital or capital contribution of market entities shall be subject to a subscription registration system and shall be expressed in Renminbi.

The method of capital contribution shall conform to the provisions of laws and administrative regulations. The shareholders of the company, the investors of non-corporate enterprises, and the members of the specialized farmers' cooperatives (united cooperatives) shall not contribute capital at the price of labor services, credit, names of natural persons, goodwill, franchise rights, or property guaranteed.

Article 14 The business scope of market entities shall include general business items and licensed business items. Where the business scope is a licensed business item that is subject to approval in accordance with the law before registration, the market entity shall submit the relevant approval documents when applying for registration.

Market entities shall handle the registration of business scope in accordance with the classification standards for business items published by the registration authority.

Chapter III Registration standards

Article 15 Market entities shall carry out real-name registration. The applicant shall cooperate with the registration authority to verify the identity information.

Article 16 To apply for registration as a market entity, the following materials shall be submitted:

(1) An application form;

(2) the applicant's qualification documents and the identity certificate of a natural person;

(3) Documents related to the residence or main business premises;

(4) the articles of association of the company, non-company enterprise legal person, farmer specialized cooperative (association) or the partnership agreement of the partnership enterprise;

(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 under The State Council shall, according to the types of market entities, formulate a list of registration materials and a sample document format, which shall be disclosed to the public through the government website and the service window of the registration authority.

Registration authorities can obtain through the government information sharing platform market subject registration information, shall not require applicants to provide repeatedly.

Article 17 The applicant shall be responsible for the authenticity, legality and validity of the materials submitted.

Article 18 The applicant may entrust other natural persons or intermediaries to handle the registration of market entities on its behalf. The entrusted natural person or intermediary 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. The application materials are complete, in line with the legal form to 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 situation is complicated, it may be extended for another 3 working days with the approval of the head of the registration authority.

Where the application materials are not complete or do not conform to the statutory form, the registration authority shall inform the applicant of the materials that need to be corrected at one time.

Article 20 Where the application for registration does not conform to the provisions of laws and administrative regulations, or may endanger national security or social public interests, the registration authority shall refuse to register and give reasons.

Article 21 Where an applicant applies for the registration of the establishment of a market entity and the registration authority gives the registration according to law, it shall issue a business license. The date of issuance of the business license shall be the date of establishment of the market entity.

Where laws, administrative regulations or decisions of The State Council require approval of the establishment of market entities, an application for registration shall be made to the registration authority within the period of validity of the approval documents.

Article 22 A business license shall be divided into original and duplicate copies, which shall have the same legal effect.

Electronic business license and paper business license have the same legal effect.

The style of business license and the standard of electronic business license shall be formulated uniformly by the market supervision and administration department under The State Council.

Article 23 When a market entity establishes a branch, it shall apply for registration with the registration authority where the branch is located.

Article 24 A market entity that changes a registered item shall apply to the registration authority for registration of the change within 30 days from the date of making a resolution or decision on the change or the date of the statutory change.

Where the alteration of the registered items of market entities is subject to approval according to law, the applicant shall apply for alteration registration to the registration authority within the validity period of the approval document.

Article 25 Where any of the circumstances listed in Article 12 of these Regulations occur during the term of office of the legal representative of a company or a non-corporate enterprise as a legal person, the legal representative shall apply to the registration authority for alteration registration.

Article 26 Where a market entity changes its business scope and it belongs to a project subject to approval according to law, it shall apply for registration of the change within 30 days from the date of approval. Where a license or approval document is revoked or revoked or its validity period expires, an application for alteration of registration or cancellation of registration shall be made to the registration authority within 30 days from the date when the license or approval document is revoked or revoked or its validity period expires.

Article 27 Where a market entity changes its domicile or main place of business across the jurisdiction of the registration authority, it shall, before moving into a new domicile or main place of business, apply to the registration authority of the place of change for registration. The registration authority of the place of relocation shall not refuse to hand over the files of market entities and other relevant materials without justifiable reasons.

Article 28 Where the change registration of a market entity involves matters recorded in the business license, the registration authority shall promptly renew the business license for the market entity.

Article 29 Where a market entity changes the archival matters specified in Article 9 of these Regulations, it shall, within 30 days from the date of making a resolution or decision on the alteration or the occurrence of a statutory alteration, handle the archival filing with the registration authority. Any change in the membership of a farmer specialized cooperative (united cooperative) shall be filed with the registration authority within 90 days from the end of the current fiscal year.

Article 30 Where business is difficult due to natural disasters, accidents, public health events, social security events, etc., market entities may independently decide to shut down business within a certain period of time. Except as otherwise provided by laws and administrative regulations.

Market entities shall, before closing business, consult with employees on matters related to labor relations in accordance with law.

A market entity shall file a record with the registration authority before closing its business. Registration authorities through the national enterprise credit information publicity system to the public to announce the closure period, legal documents service address and other information.

The period of closure of market entities shall not exceed 3 years. Market entities carrying out business activities during the period of closure shall be deemed to have resumed business, and market entities shall publicize to the public through the national enterprise credit information publicity system.

During the period when a market entity is out of business, it may replace its domicile or main place of business with the address served by legal documents.

Article 31 Where a market entity needs to terminate its registration due to dissolution, declaration of bankruptcy or other legal reasons, it shall apply to the registration authority for cancellation of registration according to law. After the registration authority cancels the registration, the market entity ceases to exist.

Market entities whose cancellation is subject to approval according to law shall, after approval, apply to the registration authority for cancellation of registration.

Article 32 Where the market entity shall be liquidated according to law before the cancellation of registration, the liquidation group shall, within 10 days from the date of its establishment, announce the list of members of the liquidation group and the person 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, within 30 days from the end of the liquidation, apply to the registration authority for cancellation of registration. Before applying for cancellation of registration, market entities shall handle the cancellation of registration of branches in accordance with law.

Article 33 Where a market entity has not incurred or has completed the payment of claims and debts, has not incurred or has settled the payment costs, wages of employees, social insurance fees, statutory compensation payments, and taxes payable (late payment fees, fines), and all investors undertake in writing 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, and the publicity period is 20 days. If no relevant departments, creditors or other interested parties raise objections during the publicity period, the market entity may apply to the registration authority for cancellation of registration within 20 days after the expiration of the publicity period.

Individual industrial and commercial enterprises in accordance with the simple procedures for cancellation of registration, no need to publicize, by the registration authority will be the individual industrial and commercial enterprises cancellation of registration application pushed to the tax and other relevant departments, the relevant departments within 10 days no objection, can directly handle the cancellation of registration.

Where the cancellation of a market entity requires approval according to law, or the market entity is revoked of its business license, ordered to close down or be revoked, or is included in the list of abnormal operations, the summary cancellation procedure is not applicable.

Article 34 Where a people's court rules on compulsory liquidation or rules on the declaration of bankruptcy, the relevant liquidation team or bankruptcy representative may directly apply to the registration authority for cancellation of registration on the basis of the ruling of the people's court on the termination of the compulsory liquidation procedure or the ruling on the termination of the bankruptcy procedure.

Chapter IV Supervision and administration

Article 35 Market entities shall publicize annual reports and register relevant information in accordance with relevant provisions of the State.

Article 36 A market entity shall place its business license in a prominent position at its residence or main business premises. Market entities engaged in e-commerce operations shall continue to publicize business license information or related link identification in a prominent position on their 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 destroyed, the market entity shall declare it invalid through the national enterprise credit information publicity system and apply for replacement.

Where the registration authority has made a decision to change the registration, cancel the registration or revoke the registration according to law, the market entity shall hand in its business license. If the business license is not returned or cannot be returned, the business license shall be invalidated by the registration authority through the national enterprise credit information publicity system.

Article 38 The registration authority shall implement graded and classified supervision according to the credit risk status of market entities.

The registration authority shall conduct supervision and inspection of the registered items of market entities by randomly selecting inspection objects and randomly selecting law enforcement inspectors, and promptly publicize the results of supervision and inspection to the public.

Article 39 The registration authority may exercise the following functions and powers in investigating and dealing with suspected violations of the provisions of these Regulations by market entities:

(1) entering the business premises of market entities to conduct on-site inspections;

(2) to consult, copy and collect contracts, bills, account books and other materials related to the business activities of market entities;

(3) to investigate and understand the situation from units and individuals related to the business activities of market entities;

(4) to order market entities to stop relevant business activities according to law;

(5) to inquire into the bank accounts of market entities suspected of violating the law;

(6) other functions and powers prescribed by laws and administrative regulations.

The exercise of the functions and powers provided for in subparagraphs 4 and 5 of the preceding paragraph by the registration authority shall be subject to the approval of the principal responsible person of the registration authority.

Article 40 Where a person submits false materials or conceals important facts by other fraudulent means to obtain registration of a market entity, the natural person, legal person or other organization 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 promptly conduct an investigation. After investigation, it is found that there is a false market entity registration, the registration authority shall cancel the registration of market entities. If the relevant market entities 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 entities to the public through the national enterprise credit information publicity system, and the publicity period is 45 days. If the relevant market entity and its stakeholders do not raise objections within the publicity period, the registration authority may revoke the registration of the market entity.

For a market entity whose registration is revoked due to a false market entity, the person directly responsible shall not apply for market entity registration again within three years from the date of cancellation of the 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 cancel the registration of a market entity:

(1) the cancellation of the registration of market entities may cause significant damage to the social public interest;

(2) After the cancellation of the registration of market entities, they cannot be restored to the status before registration;

(3) Other circumstances provided for by laws and administrative regulations.

Article 42 Where the registration authority or its superior authority determines that the decision to revoke the registration of a market entity is wrong, it may revoke the decision, restore the original registration status, and publicize it through the national enterprise credit information publicity system.

Chapter V Legal liability

Article 43 Anyone who engages in business operations without registration for establishment shall be ordered by the registration authority to make corrections and his illegal gains shall be confiscated. Whoever refuses to make corrections shall be fined not less than 10,000 yuan but not more than 100,000 yuan; If the circumstances are serious, they shall be ordered to close down and suspend business in accordance with law and be fined not less than 100,000 yuan but not more than 500,000 yuan.

Article 44 Where a market entity is registered by submitting false materials or concealing important facts by other fraudulent means, the registration authority shall order it to make corrections, confiscate its illegal gains and impose a fine of not less than 50,000 yuan but not more than 200,000 yuan; If the circumstances are serious, a fine of not less than 200,000 yuan but not more than 1 million yuan shall be imposed, and the business license shall be revoked.

Article 45 Where a market entity under the paid-in registration system obtains registration as a market entity by falsely reporting its registered capital, 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 its registered capital. If the circumstances are serious, the business license shall be revoked.

Where the promoters or shareholders of a market entity implementing the paid-up registration system of registered capital make false capital contribution, fail to deliver or fail to deliver on time the monetary or non-monetary property that is used as capital contribution, or withdraw capital contribution after the establishment 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 false capital contribution.

Article 46 Where a market entity fails to register changes in accordance with these Regulations, the registration authority shall order it to make corrections; Whoever refuses to make corrections shall be fined not less than 10,000 yuan but not more than 100,000 yuan; If the circumstances are serious, the business license shall be revoked.

Article 47 Where a market entity fails to handle the filing in accordance with these Regulations, the registration authority shall order it to make corrections; Whoever refuses to make corrections shall be fined not more than 50,000 yuan.

Article 48 Where a market entity fails to place its business license in a prominent position at its residence or main business premises in accordance with these Regulations, the registration authority shall order it to make corrections; Whoever refuses to make corrections shall be fined not more than 30,000 yuan.

Where a market entity engaged in e-commerce business fails to continuously publicize business license information or related link identification in a prominent position on its home page, the registration authority shall punish it in accordance with the E-commerce Law of the People's Republic of China.

Where a market entity forges, alters, rents, lends or transfers a business license, the registration authority shall confiscate the illegal gains and impose a fine of not more than 100,000 yuan; If the circumstances are serious, a fine of not less than 100,000 yuan but not more than 500,000 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 the fine, comprehensively consider such factors as the type, scale and circumstances of the violation of the law of the market entity.

Article 50 Where the registration authority and its staff members violate the provisions of these Regulations by failing to perform their duties or improperly performing their duties, the persons directly in charge and other persons directly responsible shall be given sanctions according to law.

Article 51 Whoever violates the provisions of these Regulations and constitutes a crime shall be investigated for criminal responsibility according to law.

Article 52 Where laws and administrative regulations provide otherwise for the punishment of illegal acts in the registration administration of market entities, such provisions shall prevail.

Chapter VI Supplementary Provisions

Article 53 The market supervision and administration department under The State Council may, in accordance with these Regulations, formulate specific measures for the registration, supervision and administration of market entities.

Article 54 Measures for the administration of street vendors without fixed business premises shall be formulated separately by the people's governments of provinces, autonomous regions and municipalities directly under the Central Government in the light of the actual local conditions.

Article 55 These Regulations shall come into force as of March 1, 2022. The Regulations of the People's Republic of China on the Administration of Company Registration, the Regulations of the People's Republic of China on the Administration of Registration of Enterprise Legal Persons, the Measures of the People's Republic of China on the Administration of Registration of Partnership Enterprises, the Regulations on the Administration of Registration of Farmer Specialized Cooperatives, and the Provisions on the Administration of Registration of Legal Representatives of Enterprise Legal Persons shall be repealed simultaneously.

中文原文 Chinese version

中华人民共和国市场主体登记管理条例