Regulations of Shenzhen Special Economic Zone on Business

Chapter I General Provisions 

Article 1 In order to affirm qualification of merchants and standardize commercial acts, protect lawful rights and interests of merchants, maintain the order of socialist market economy and promote economic development, these regulations are hereby formulated according to basic principles of laws and administrative regulations and in light of the specific conditions of the Special Zone.

Article 2 These regulations shall be applicable to the merchants registered and established in Shenzhen Special Economic Zone (hereinafter referred to as “Special Zone”) and the commercial acts carried out within the jurisdiction of the commercial registration organizations in the Special Zone.

Article 3 The lawful rights and interests of merchants shall be protected by laws, rules and these regulations.

Where the merchants conduct commercial acts in the Special Zone, they shall abide by the principles of justice and good faith and shall not infringe upon the lawful rights and interests of other merchants and consumers or engage in any activities detrimental to the social and public interests.

Article 4 Merchant article and partnership agreement shall be applicable to the matters that are not specifically stipulated by these regulations and the commercial law of the state, whereas the civil law shall be applicable in case relevant provisions absent in the merchant article and partnership agreement.

Chapter II Merchants

Article 5 Merchants refer to natural persons, legal persons and other economic organizations, which are registered according to laws to undertake commercial acts as their regular vocation in their own names for the purpose of making profits.

In these regulations, merchants refer to:

(1) Limited liability merchants, including limited liability companies of all kinds and their subsidiaries, enterprises with legal personality other than corporations and their subsidiaries; and

(2) Unlimited liability merchants, including enterprise without legal personality and their subsidiaries, partnership organizations and their subsidiaries, individual businesses and other economic organizations.

In these regulations, commercial acts refer to the acts such as productions and operations, wholesale and retail of commodities, science and technology development and provision of consulting service and other services, which are carried out by the merchants.

Article 6 Any organizations of state powers, administrative organizations, judicial organizations, procuratorial organizations, military organizations or primary and high schools invested by the government shall be prohibited to establish merchants and conduct commercial acts. But the provisions of laws and regulations shall be applicable in case they stipulate otherwise.

Any staffs in post of the above mentioned organizations or managerial staffs of state-owned enterprises shall be prohibited to establish merchants and conduct commercial acts.

Article 7 Any minors under the age of 16 shall not establish merchants and conduct any commercial acts.

Any minors or other persons without full civil capacity shall not become partners of the merchants.

Chapter III Registration of Merchants

Article 8 The establishment, alteration and termination of merchants shall be applied to the Registration Organization according to laws, administrative regulations and these regulations.

Article 9 The Shenzhen Municipal Industrial and Commercial Administration Department, which is the agency for registration of merchants (hereinafter referred to as “Registration Organization”), shall handle commercial registration in accordance with laws, administrative regulations and these regulations.

Article 10 Commercial registrations include registration of limited liability merchants and unlimited liability merchants.

The registration of limited liability merchants shall be handled by the Registration Organization in accordance with relevant laws and administrative regulations.

The registration of unlimited liability merchants shall be handled by the agencies authorized by the Registration Organization (i.e. detached offices) according to these regulations.

Article 11 The registration items of unlimited liability merchants shall include: names, places (or addresses), persons in charge, types of enterprises, business scope, operating period, and the subscribers’ or partners’ names, addresses and identity card numbers.

Article 12 To establish unlimited liability merchants, the applicants or their consignees shall submit to the Registration Organization the following documents:

(1) Application forms for commercial registration, which are printed by the Registration Organization and signed by subscribers or partners;

(2) Documents of approval of names for merchants;

(3) Certification of domiciles or addresses;

(4) Identification papers specifying the items such as names of persons in charge, subscribers, or partners, etc;

(5) Partnership agreements of partnership organizations; and

(6) Other documents required by the Registration Organization.

Where the registrations of establishment are required to be applied to relevant department for approval according to laws and administrative regulations, the applicants or their consignees shall submit the document of ratification while applying for the registrations.

Article 13 Where an applicant submits false certification documents to the Registration Organization for establishment of unlimited merchant, he shall be ordered to make corrections and be imposed a fine of RMB 5,000 by the Registration Organization; in case the circumstances are serious, he shall be revoked of his commercial registration.

Anyone who has applied for false registration or provided false certification documents shall bear corresponding legal liability.

Article 14 The Registration Organization shall make decisions on approval or disapproval of registration within 20 days upon the date receiving the documents of application for establishment of unlimited liability merchants. Those who are qualified shall be registered and granted business licenses uniformly printed by the Registration Organization; those who are unqualified shall not be registered and shall be given a written reply with proper reason.

Article 15 The date an unlimited liability merchant granted a business license shall be the date of its establishment.

After obtaining a business license, an unlimited liability merchant may have its seals engraved, open accountants with banks and apply for tax payment registration with such license presented.

Before obtaining a business license, any unlimited limited liability merchants shall not conduct any commercial acts in the name applied for registration.

Anyone shall be imposed a fine of not less than RMB 3,000 but not more than RMB 5,000 by the Registration Organization in case they violate the third paragraph of this article.

Article 16 Where unlimited liability merchants change their registered items, they shall apply to the Registration Organization for registration of such changes within 15 days upon the date changing those items.

In violation of the aforesaid paragraph of this article, anyone shall be ordered to handle the aforesaid registration within the specified time limit by the Registration Organization; in case it fails to handle such registration within the time limit, it shall be imposed a fine of not less than RMB 1,000 but not more than RMB 3,000.

Article 17 Any unlimited liability merchant shall apply to the Registration Organization for registration of closure of business in case it plans to close its business for six months or above.

In violation of the aforesaid paragraph of this article, anyone shall be temporary suspended of its business license or revoked of its business license in accordance with relevant laws and administrative regulations by the Registration Organization.

Article 18 To terminate business, any unlimited liability merchant shall apply to the Registration Organization for cancellation of registration with the following documents presented:

(1) Application forms for cancellation of registration, which are printed by the Registration Organization and signed by subscribers or partners;

(2) Business license;

(3) Debt and credit liquidation reports signed by subscribers or partners;

(4) Evidence of payment of duty; and

(5) Other documents as required by the Registration Organization.

Anyone shall not apply to write off registration of unlimited liability merchant with the purpose of evading the liability for the payment of debts he should actually bear.

Anyone who has written off its registration to conceal debts intentionally shall be revoked of registration of cancellation and be imposed a fine of not less than RMB 3,000 but not more than RMB 5,000 by the Registration Organization once checked and verified.

Article 19 Any unlimited liability merchant shall apply to the Registration Organization for annual inspection and present relevant documents as required by the organization during 1st January to 30th April every year.

Anyone in violation of the aforesaid paragraph of this article shall be imposed a fine of not less than RMB 500 but not more than RMB 3,000, and be ordered to receive annual inspection within the specified time limit by the Registration Organization; in case the offender fails to accept annual inspection within the time limit specified, it shall be revoked of its business license according to relevant laws and administrative regulations.

Article 20 Any limited liability merchant and partnership organization shall issue a public notice on the registration items approved within 30 days from the date its application for the registration of establishment, alteration and cancellation approved. The items in the public notice shall be kept in conformity with those registered.

Anyone shall be ordered to make corrections within the time limit specified by the Registration Organization in case it violates the aforesaid paragraph of this article; in case it fails to make any corrections within the time limit specified, it shall be imposed a fine of RMB 5,000.

The registration items that have not been published cannot be invoked to resist any third party.

Any published items that are not in conformity with the registered items cannot be invoked to resist any third party; in case any mistake exists in publication due to fault and causes damages to the bona fide third party, the offender shall bear corresponding civil liability for it.

Article 21 Anyone may apply to the Registration Organization for consulting or duplicating documents relevant to registration of merchants other than those involving commercial secrets of the merchant.

Article 22 The Registration Organizations shall exchange commercial registration information with competent authorities in charge of taxation.

Article 23 Any individual business may be revoked of his business license by the Registration Organization in case he seriously violates the provisions relevant to registration of unlimited liability merchants in these regulations.

Article 24 Any applicant who thinks his application met the requirement of establishment of merchant but has been refused to be registered by the Registration Organization, or any merchant who objects to the decision made by the Registration Organization on the administrative sanction related to commercial registration, may, within 15 days upon receiving such decision, apply for reconsideration to Shenzhen Municipal People’s Government, or, within 3 months, directly file an administrative lawsuit before the people’s court.

Article 25 In case those applicants who fail to meet the requirements for commercial registration have been approved to be registered by the Registration Organization, the persons in charge of such registration or persons directly liable for such registration shall be subject to administrative sanctions imposed by the Registration Organization; the offender shall be prosecuted for criminal liability in case he commits a crime.