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1、Regulations of the Peoples Republic of China on the Administration of Company Registration (Amended in 2005)No.451 2005 Order of the State Council December 18,2005(Promulgated by Order No. 156 of the State Council of the Peoples Republic of China on June 24, 1994 and amended according to the Decisio
2、n of the State Council on Amending the Regulations of the Peoples Republic of China for the Administration on Company Registration on December 18, 2005)Chapter I General ProvisionsArticle 1 For the purpose of confirming the enterprise legal person qualification of companies and regulating the compan
3、y registration behaviors, the present regulations have been formulated according to the Company Law of the Peoples Republic of China (hereinafter referred to as the Company Law).Article 2 As to the establishment, alteration or termination of limited liability companies and joint stock limited compan
4、ies (hereinafter referred to as the companies), the registration of the companies should be transacted according to the present regulations.As to an application for company registration, the applicant shall be responsible for the authenticity of the application documents and materials.Article 3 Only
5、 after the registration at the company registration organs according to law and the acquirement of a Business License of an Enterprise Legal Person, can a company acquire the qualification of an enterprise legal person.A company, which is established as of the present Regulations go into effect, sha
6、ll not engage in any business activity in the name of the company unless it is registered at the company registration organ.Article 4 Administrations for industry and commerce shall be the company registration organs.The company registration organs at a lower level shall work under the leadership of
7、 the company registration organs at a higher level.Company registration organs shall perform their duties according to laws and free from any unlawful interference.Article 5 The State Administration for Industry and Commerce shall be in charge of the work of company registration in the whole country
8、.Chapter II Jurisdiction on RegistrationArticle 6 The State Administration for Industry and Commerce shall be responsible for the registration of the following companies:(1) Companies, to which the supervision and administration institution of state-owned assets of the State Council performs the res
9、ponsibilities as a capital contributor, and companies which is established with the investment of the aforesaid companies that hold more than 50% shares therein; (2) Foreign-funded companies;(3) Companies subject to the registration of the State Administration for Industry and Commerce according to
10、the relevant laws, administrative regulations or decisions of the State Council; and(4) Other companies that shall be subject to the registration of the State Administration for Industry and Commerce according to the relevant provisions.Article 7 The administration for industry and commerce of a pro
11、vince, autonomous region or municipality directly under the Central Government shall be responsible for the registration of the following companies within its jurisdiction:(1) Companies, to which the supervision and administration institution of state-owned assets of the peoples government of a prov
12、ince, autonomous region, or municipality directly under the Central Government performs the responsibilities as a capital contributor, and companies which is established with the investment of the aforesaid companies that hold more than 50% shares therein; (2) Companies, which are established with t
13、he investment of a natural person, and are prescribed to register at the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government;(3) Companies, prescribed by the laws, administrative regulations and decisions of the State Counc
14、il, subject to the registration of the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government; and(4) Other companies subject to the registration of an organ authorized by the State Administration for Industry and Commerce.“Ar
15、ticle 8 The administration for industry and commerce of a districted city (region) or county, the sub-administration for industry and commerce of the municipality directly under the Central Government, the regional sub-administration for industry and commerce of a districted city shall be responsibl
16、e for the registration of the following companies within its jurisdiction:(1) Companies other than the companies as prescribed in Articles 6 and 7 of the present Regulations; and(2) Companies subject to the registration as authorized by the State Administration for Industry and Commerce or the administration for industry and commerce of a province, autonomous region, or municipality directly under the Central Government.The specific jurisdiction on registration as prescribed in the pr
