Rules of Shenzhen Special Economic Zone on Commercial Registration

Article 1 For the purposes of improving the commercial registration system, strengthening the market supervision regime and facilitating economic development, these Rules are formulated in accordance with the basic principles of laws and administrative regulations as well as the actual circumstances of Shenzhen Special Economic Zone (hereinafter referred to as “the Special Zone”).

Article 2 These Rules are applicable to commercial registration and the related supervision activities within the Special Zone; if there is no provision in these Rules, relevant laws and regulations shall be implemented.

Article 3 For the purpose of these Rules, commercial registration refers to the activities which an applicant files an application to the commercial registration authority, the authority then registers the establishment, modification or cancellation of the commercial entity on the commercial register and makes the records public.

For the purpose of these Rules, the commercial entities refer to the natural persons, the legal persons and other economic organizations which register according to law and engage in business activities for profits.

Article 4 Shenzhen Municipal People’s Government (hereinafter referred to as “the Municipal Government”) shall improve the good faith system for commercial entities, intensify the credit restrictions, and promote the self-discipline and self-government of commercial entities.

Article 5 The Market Supervision Department of the Municipal Government is the commercial registration authority which takes charge of the commercial registration work and the relevant supervision work pursuant to these Rules.

Article 6 The commercial registration authority shall establish the commercial register as the legal carrier, in which the registration items and filing items of commercial entities are recorded, for the public to look up or duplicate.

Article 7 Registration items for commercial entities shall include:

(1) The title;

(2) The domicile or place of business;

(3) The type;

(4) The person in charge;

(5) The total amount of capital;

(6) The term of operation;

(7) Names or titles of investors and their respective investment.

The commercial registration authority shall, pursuant to the preceding paragraph, stipulate the detailed contents of the registration items according to the types of commercial entities.

Article 8 Filing items for commercial entities shall include:

(1) The articles of association or agreement;

(2) The scope of business;

(3) Names of directors, supervisors, and other senior managers;

(4) Members of liquidation group and its person in charge.

(5) Registration information of subsidiaries or branches of the commercial entity which locates outside the Special Zone.

Article 9 To establish a commercial entity, the following materials shall be submitted to the commercial registration authority:

(1) The application for establishment registration;

(2) The articles of association or agreement;

(3) The notice of pre-approval of the title;

(4) Materials of information on the domicile or place of business;

(5)Certificates of investors’ subject qualification;

(6) Appointment documents and proof of identity of the relevant members such as the person in charge and senior managers;

(7)Other materials stipulated by the commercial registration authority.

The establishment of commercial entities such as banks, securities companies, insurance companies, foreign investment enterprises, or accounting firms, need to be ratified by the relevant departments according to laws and administrative regulations, the relevant permits and approval documents shall be submitted.

The applicant shall be responsible for the authenticity of the application materials submitted.

Article 10 The commercial registration authority shall formulate the lists of materials which need to be submitted for the registration of establishment, modification and cancellation of a commercial entity and publish them to the public.

Article 11 The commercial registration authority shall conduct formal examination to the materials submitted by the applicant.

Where the application materials are not complete or do not comply with the legal form, the commercial registration authority shall notify the applicant all the materials that need to be added or rectified within 1 workday from the date of receiving the materials in one time, and shall specify the requirements.

Where the application materials are complete and comply with the legal form, the commercial registration authority shall accept the application, and shall register and issue the business license within 3 workdays from the date of acceptance.

Where the commercial registration authority is not able to finish the registration within 3 workdays, it may extend for 3 workdays upon approval by the person in charge of the authority.

The commercial registration authority shall not charge any fees for commercial registration.

Article 12 A commercial entity shall conduct business activities according to law after receiving the business license. Where there is any item in the business scope that needs to be ratified according to laws and regulations, the relevant business activities shall be conducted after receiving the permits and approval documents.

Article 13 An applicant shall report materials of information on the domicile or place of business when applying for establishing a commercial entity.

The applicant shall be responsible for the legality and authenticity of the domicile or place of business.

Article 14 Where the place of business needs to be ratified by the departments of planning, environment protection, firefighting, culture, hygiene or other relevant departments according to laws and regulations, the relevant business activities shall be conducted after receiving the permits and approval documents.

Article 15 The scope of business of a commercial entity shall be determined by the articles of association, agreement or application.

The commercial registration authority shall formulate a classified catalog with reference to the industry classification standard of national economy to provide guidance to applicants.