Regulation of the People's Republic of China on the Administration of the Registration of Market Participants

Article 1 This Regulation is developed for the purposes of standardizing the administration of registration of market participants, promoting the development of a law-based market, maintaining a sound market order, protecting the lawful rights and interests of market participants, and optimizing the business environment.
Article 2 For the purposes of this Regulation, “market participants” means the following natural persons, legal persons and unincorporated organizations that engage in profit-making activities within the territory of the People's Republic of China.
(1) Corporate and non-corporate enterprise legal persons and their branch offices.
(2) Sole proprietorship enterprises, partnership enterprises and their branch offices.
(3) Specialized farmers' cooperatives (unions) and their branch offices.
(4) Individual industrial and commercial households.
(5) Branch offices of foreign companies.
(6) Other market participants provided for by laws and administrative regulations.
Article 3 Market participants shall undergo registration in accordance with this Regulation. No one may engage in business activities in the name of market participants without registration, except that registration is not required in accordance with the provisions of laws and administrative regulations.
The registration of market participants includes formation registration, modification registration and deregistration.
Article 4 The registration of market participants shall be administered under the principles of compliance with laws and regulations, standardization and uniformity, openness and transparency, and convenience and efficiency.
Article 5 The market regulatory department of the State Council shall take charge of the administration of registration of market participants nationwide.
The market regulatory department of the local people's government at or above the county level shall take charge of the administration of registration of market participants within its jurisdiction, and strengthen overall planning, guidance and supervision and administration.
Article 6 The market regulatory department of the State Council shall strengthen information technology development and develop unified specifications for the registration data of market participants and system development.
The department undertaking the registration of market participants (hereinafter referred to as the “registration authority”) of the local people's government at or above the county level shall optimize the procedures for the registration of market participants, enhance the efficiency of registration of market participants, promote on-site handling, completion of handling once for all and within a certain period of time, and other rules, realize centralized processing, processing at nearest outlets, online processing, and processing at different places, and enhance the convenience of registration of market participants.
Article 7 The market regulatory department of the State Council and the relevant departments of the State Council shall promote the sharing and use of registration information of market participants and other government information, and enhance the efficiency of government services.

Chapter II Registration Matters

Article 8 The ordinary registration matters of a market participant include:
(1) name;
(2) type of the participant;
(3) business scope;
(4) domicile or major business premises;
(5) registered capital or amount of capital contribution; and
(6) name of its legal representative and partner executing affairs or the person in charge.
In addition to those provided for in the preceding paragraph, the following matters shall also be registered according to the types of market participants:
(1) Names or titles of shareholders of the company if it is a limited liability company or the promoters of the company if it is a joint stock limited company, or the capital contributor of a non-corporate enterprise legal person.
(2) The name and domicile of investor of a sole proprietorship enterprise.
(3) The title or name, domicile and methods for the assumption of liability of the partner of the partnership enterprise.
(4) The name, domicile, and business premise of the individual industrial and commercial household.
(5) Other matters provided for by laws and administrative regulations.
Article 9 The recordation of the following matters of a market participant shall be undergone at the registration authority.
(1) Bylaws or partnership agreement.
(2) Duration of operation or partnership period.
(3) The amount of capital contribution subscribed by the shareholder of a limited liability company or the promoter of a joint stock limited company, the amount of capital contribution subscribed by or actually paid by the partner of a partnership enterprise, time limit for payment, and form of capital contribution.
(4) The company's directors, supervisors and senior executives.
(5) Members of a specialized farmers' cooperative (union).
(6) Names of family members of an individual industrial and commercial household participating in operations.
(7) Market entity registration liaison personnel and recipients of legal instruments for a foreign-funded enterprise.
(8) Information on the company, partnership enterprise and other beneficial owners of a market participant.
(9) Other matters as provided for by laws and administrative regulations.
Article 10 A market participant may only register one name, and the registered name of the market participant shall be protected by law.
The applicant shall independently apply for the name of a market participant in accordance with the law.
Article 11 A market participant may only register one domicile or major business premise.
A natural person business within the e-commerce platform may, in accordance with the relevant provisions of the state, take the online business premise provided by the e-commerce platform as the business premise.
The people's government of a province, autonomous region or municipality directly under the Central Government may, in accordance with the provisions of relevant laws and administrative regulations and the actual circumstances of its region, specifically provide for on its own or authorize the people's government at a lower level to specifically provide for the domicile or major business premises that facilitate market participants' operations.
Article 12 Under any of the following circumstances, no one may serve as the legal representative of a company or non-corporate enterprise legal person:
(1) He or she has no civil conduct capacity or has a limited civil conduct capacity.
(2) He or she was given a criminal punishment for corruption, bribery, encroachment upon property, embezzlement of property, or disturbance of the socialist market economic order, and it has not been five years since the day when he or she finished serving the criminal sentence, or he or she was deprived of political rights in a sentence for a crime, and it has not been five years since the day when he or she finished serving the criminal sentence.
(3) He or she was the legal representative, director, factory head or manager of a company or non-corporate enterprise legal person which went bankrupt and was liquidated, he or she was personally liable for the bankruptcy, and it has not been three years since the day of completion of bankruptcy liquidation.
(4) He or she was the legal representative of a company or non-corporate enterprise legal person which forfeited its business license or was ordered to close down for any violation of law, he or she was personally liable for the forfeiture or closedown, and it has not been three years since the day of forfeiture of the business license thereof.
(5) The person fails to repay a relatively large amount of due debt.
(6) Other circumstances provided for by laws and administrative regulations.
Article 13 Except as otherwise provided for by any law, administrative regulation or the decision of the State Council, a subscription registration system shall be implemented for the registered capital or amount of capital contribution of market participants, and the capital shall be denominated in RMB.
The form of capital contribution shall comply with the provisions of laws and administrative regulations. The shareholder of a company, the capital contributor of a non-corporate enterprise legal person or a member of a specialized farmers' cooperative (union) may not make capital contribution with labor, credit, the name of a natural person, goodwill, franchise, or property already posted as security, among others.
Article 14 The business scope of a market participant includes ordinary business items and licensed business items. If any licensed item in the business scope of a market participant shall be subject to approval before registration in accordance with the law, the market participant shall submit the relevant approval documents when applying for registration.
The market participant shall register business scope according to the standards for the classification of business items published by the registration authority.

Article 15 Market participants shall be subject to real name registration. The applicant shall cooperate with the registration authority in verifying identity information.
Article 16 Whoever applies for the registration of a market participant shall submit the following materials:
(1) A written application.
(2)Qualification documents of the applicant and identification of the natural person.
(3) Documents on domicile or major business premises.
(4) Bylaws of the company or non-corporate enterprise legal person or a specialized farmers' cooperative (union) or the partnership agreement of the partnership enterprise.
(5) Other materials submitted as required by any law or administrative regulation or the market regulatory department of the State Council.
The market regulatory department of the State Council shall formulate a list of registration materials and document format samples respectively based on the types of market participants, and announce to the public through the government website, and service counters of registration authorities, among others.
Where the registration authority can obtain the information on the registration of market participants through the government information sharing platform, it shall not require the applicant to provide them repeatedly.
Article 17 The applicant shall be responsible for the veracity, legality and validity of the submitted materials.
Article 18 The applicant may appoint any other natural person or intermediary to handle market participant registration on its behalf. The entrusted natural person or intermediary that handles registration matters shall abide by the relevant provisions and shall not provide false information and materials.
Article 19 The registration authority shall conduct formal examination of application materials. If the application materials are complete and of the statutory form, they shall be confirmed and registered on the spot. If registration on the spot cannot be made, registration shall be made within three working days; if the circumstances are complicated, an extension of three working days may be made with the approval of the person in charge of the registration authority.
Where the application materials are incomplete or not of the statutory form, the registration authority shall inform the applicant of all required supplements and corrections at one time.
Article 20 Where an application for registration fails to comply with the provisions of any law or administrative regulation, or may damage national security and public interest, the registration authority shall not grant registration and shall explain the reason.
Article 21 Where an applicant applies for the registration of formation of a market participant and the registration authority handles registration in accordance with the law, a business license shall be issued. The date of issuance of a business license shall be the date of formation of the market participant.
Where the formation of a market participant shall be subject to approval as provided for by any law, administrative regulation or decision of the State Council, an application for registration shall be filed with the registration authority within the validity period of the approval document.
Article 22 A business license shall include an original and a duplicate, both are of identical legal force.
The electronic business license shall have the same legal effect as a paper one.
The format of a business license and standards for electronic business license shall be uniformly determined by the market regulatory department of the State Council.
Article 23 To establish a branch office, a market participant shall file an application for registration with the registration authority at the place where the branch office is to be located.
Article 24 Where a market participant modifies registration matters, it shall apply to the registration authority for modification registration within 30 days after the modification resolution, decision or statutory modification matter occurs.
Where the modification registration of a market participant shall be subject to approval in accordance with the law, the applicant shall apply to the registration authority for modification registration within the validity period of the approval document.
Article 25 Where the legal representative of a company or non-corporate enterprise legal person falls under any of the circumstances set forth in Article 12 of this Regulation during his or her term of office, he or she shall apply to the registration authority for modification registration.
Article 26 Where the modification of business scope of a market participant falls under any item that shall be subject to approval in accordance with the law, the participant shall apply for modification registration within 30 days from the date of approval. If a permit or any other approval document is suspended or revoked or the term of validity thereof expires, the company shall, within 30 days from the date of suspension or revocation of the permit or approval document or from the date of expiration of the validity period, apply for modification registration or undergo deregistration at the registration authority.
Article 27 Where a market participant modifies its domicile or major business premise to another jurisdiction of the registration authority, the market participant shall file an application for modification registration with the registration authority at the place of its new domicile before moving into its new domicile or major business premise. The registration authority at the place of its former domicile shall not refuse to transfer the files of the market participant and other relevant materials without any justified reason.
Article 28 Where the modification of registration of a market participant involves the matter recorded in the business license, the registration authority shall reissue a new business license to the market participant in a timely manner.
Article 29 A market participant which modifies recordation matters set forth in Article 9 of this Regulation shall undergo recordation formalities at the registration authority within 30 days after the modification resolution or decision is made or the statutory modification matter occurs. In the case of modification of any member of a specialized farmers' cooperative (union), it shall undergo recordation formalities at the registration authority within 90 days from the end of the fiscal year.
Article 30 Where difficulties in operations are caused by such reasons as natural disasters, accidents, public health incidents and social security incidents, the market participant may decide on its own to suspend operations within a certain period, except as otherwise provided for by any law or administrative regulation.
A market participant shall, before suspending its operations, negotiate with its employees on matters concerning the handling of labor relations in accordance with the law.
A market participant shall undergo recordation formalities at the registration authority before the suspension of operations. The registration authority shall announce to the public the information including the suspension period and the address to which the legal instruments are served through the National Enterprise Credit Information Publicity System.
The period of suspension of operations of a market participant shall not exceed three years. If a market participant conducts operations during the suspension period, it shall be deemed as the resumption of operations, and the market participant shall announce to the public through the National Enterprise Credit Information Publicity System.
During the period of suspension of operations, a market participant may substitute the address for the service of legal instruments for its domicile or major business premises.
Article 31 Where a market participant is dissolved, is declared bankrupt, or is terminated due to any other statutory cause, it shall apply to the registration authority for deregistration in accordance with the law. A market participant shall be terminated upon deregistration by the registration authority.
Where the deregistration of a market participant requires approval in accordance with the law, an application for deregistration shall be filed with the registration authority upon approval.
Article 32 Where a market participant shall be liquidated in accordance with the law before deregistration, the liquidation group shall, within 10 days from the date of its formation, announce the list of the members and the person in charge of the liquidation group through the National Enterprise Credit Information Publicity System. The liquidation group may issue the creditors' announcement through the National Enterprise Credit Information Publicity System.
The liquidation group shall file a deregistration application with the registration authority within 30 days from the date of conclusion of liquidation. Prior to application for deregistration, a market participant shall deregister its branch office in accordance with the law.
Article 33 Where a market participant has no creditor's rights or debts or has completely repaid creditor's rights or debts, liquidation expenses, employees' wages, social insurance premiums, statutory compensation, tax payable (overdue fine, fine) do not occur or have been settled, and all the investors undertake in writing to assume legal liability for the veracity of the aforesaid situation, they may undergo deregistration according to the summary procedures.
The market participant shall announce the letter of undertaking and the deregistration application through the National Enterprise Credit Information Publicity System for a period of 20 days. If no relevant department, creditor or any other party of interest raises an objection during the announcement period, the market participant may apply to the registration authority for deregistration within 20 days after the announcement period expires.
Where the individual industrial and commercial household undergoes deregistration formalities according to summary procedures, publicity is not required. The registration authority shall forward the deregistration application of the individual industrial and commercial household to the tax and other relevant departments. If the relevant department does not raise any objection within ten days, it may directly undergo deregistration formalities.
Where the deregistration of a market participant shall be subject to approval in accordance with the law, or a market participant's business license is revoked, it is ordered to close down or dissolved, or it is included in the list of market participants with abnormal operations, the summary deregistration procedures shall not apply.
Article 34 Where the people's court rules on compulsory liquidation or bankruptcy declaration, the relevant liquidation team or bankruptcy administrator may directly apply to the registration authority for deregistration based on the ruling of the people's court on the termination of compulsory liquidation procedures or bankruptcy procedures.

Article 35 A market participant shall publicize the information on annual reports and registration in accordance with the relevant provisions of the state.
Article 36 A market participant shall place its business license at a conspicuous position of its domicile or major business premises. A market participant that engages in e-commerce operations shall continuously publicize the information on its business license or give a hyperlink to its business license at a conspicuous position of its homepage.
Article 37 No entity or individual shall forge, alter, lease out, lend, or transfer a business license.
Where the business license is lost or damaged, a market participant shall publish a declaration of invalidity of its business license in the National Enterprise Credit Information Publicity System, and apply for the re-issuance of the business license.
Where the registration authority decides to grant the modification registration, deregistration, or revocation of registration in accordance with the law, the market participant shall return the business license. If the market participant refuses to or is unable to return its business license, the registration authority shall publish an announcement of the invalidity of the business license through the National Enterprise Credit Information Publicity System.
Article 38 The registration authority shall implement hierarchical and classified regulation according to the credit risk status of market participants.
The registration authority shall, by such means as the random selection of inspectees and random assignment of law enforcement inspectors, supervise and inspect registration matters of market participants, and announce supervision and inspection results to the public in a timely manner.
Article 39 The registration authority that investigates and punishes any suspected violation of this Regulation committed by a market participant may exercise the following functions:
(1) Entering the business premises of the market participant to conduct on-site inspection.
(2) Consulting, duplicating and collecting the contracts, negotiable instruments, account books, and other materials relating to the operations of the market participant.
(3) Conducting investigations and obtaining information from the entities and individuals relating to the operations of the market participant.
(4) Ordering the market participant to cease relevant operations in accordance with the law.
(5) Legally inquiring about the bank accounts of the market participant suspected of any violation of law.
(6) Other functions as provided for by laws and administrative regulations.
Where the registration authority exercises the functions set forth in subparagraphs (4) and (5) of the preceding paragraph, it shall be subject to the approval of the principal person in charge of the registration authority.
Article 40 Where a market participant is registered by the submission of false materials or concealing important facts by other fraudulent means, the natural person, legal person or any other organization affected by the false registration of the market participant may apply to the registration authority for revoking the registration of the market participant.
The registration authority shall, after accepting the application, conduct investigation in a timely manner. If false registration of a market participant is ascertained upon investigation, the registration authority shall revoke the registration of the market participant. If the relevant market participant or person cannot be contacted or refuses to cooperate, the registration authority may announce the registration time, and registration matters, among others, of the relevant market participant to the public through the National Enterprise Credit Information Publicity System for a period of 45 days. If the relevant market participant or any of its interested parties does not raise an objection during the announcement period, the registration authority may revoke the registration of the market participant.
Where the registration of a market participant is revoked due to false registration of the market participant, the directly liable personnel shall not re-apply for the registration of the market participant within three years from the date when the registration of the market participant is revoked. The registration authority shall publicize through the National Enterprise Credit Information Publicity System.
Article 41 Under any of the following circumstances, the registration authority is not required to revoke the registration of the market participant:
(1) The revocation of registration of the market participant may cause material damage to the public interest.
(2) Pre-registration status cannot be restored after the revocation of registration of the market participant.
(3) Other circumstances provided for by laws and administrative regulations.
Article 42 Where the registration authority or its superior authority determines that a decision on the revocation of registration of a market participant is erroneous, it may revoke the decision, restore the original registration status, and publicize it through the National Enterprise Credit Information Publicity System.

Article 43 Whoever engages in operations without formation registration shall be ordered by the registration authority to take corrective action, with the illegal income confiscated; and if it refuses to take corrective action, shall be fined not less than 10,000 yuan nor more than 100,000 yuan, or if the circumstances are serious, be ordered to shut down to cease operations in accordance with the law, and be fined not less than 100,000 yuan nor more than 500,000 yuan.
Article 44 Where a market participant is registered by submitting false materials or taking other fraudulent means to conceal important facts, the registration authority shall order the participant to take corrective action, confiscate its illegal income, and impose a fine of not less than 50,000 yuan nor more than 200,000 yuan on it; and if the circumstances are serious, impose a fine of not less than 200,000 yuan nor more than one million yuan on it and revoke its business license.
Article 45 Where a market participant implementing the paid-in registered capital registration system is registered by falsification of its registered capital, the registration authority shall order the participant to take corrective action and impose a fine of not less than 5% nor more than 15% of the falsified registered capital on the company; and if the circumstances are serious, revoke its business license.
Where a promoter or a shareholder of a market participant implementing the paid-in registered capital registration system makes false capital contribution or fails to deliver or deliver as scheduled the monetary or non-monetary property as capital contribution, or withdraws capital after the formation of the market participant, the registration authority shall order the promoter or shareholder to take corrective action and impose a fine of not less than 5% nor more than 15% of the amount of false capital contribution on the promoter or shareholder.
Article 46 A market participant which fails to undergo modification registration in accordance with this Regulation shall be ordered by the registration authority to take corrective action; if the participant fails to take corrective action, shall be fined not less than 10,000 yuan nor more than 100,000 yuan; and if the circumstances are serious, its business license shall be revoked.
Article 47 Where a market participant fails to undergo recordation formalities in accordance with this Regulation, the registration authority shall order the participant to take corrective action; and if the participant fails to do so, impose a fine of not more than 50,000 yuan on the participant.
Article 48 Where a market participant fails to place its business license at a conspicuous position of its domicile or major business premises in accordance with this Regulation, the registration authority shall order the participant to take corrective action; and if the participant fails to take corrective action, impose a fine of not more than 30,000 yuan on the participant.
Where a market participant engaging in e-commerce operations fails to continuously publicize the information on its business license or the relevant hyperlink to its business license at a conspicuous position of its homepage, the registration authority shall impose a punishment on it in accordance with the E-commerce Law of the People's Republic of China.
Where a market participant forges, alters, leases out, lends, or transfers a business license, the registration authority shall confiscate its illegal income, and impose a fine of not more than 10,000 yuan on it; and if the circumstances are serious, impose a fine of not less than 100,000 yuan nor more than 500,000 yuan on it, and revoke its business license.
Article 49 In case of any violation of the provisions of this Regulation, the registration authority shall take into comprehensive consideration the factors such as the type and scale of the market participant, and the circumstances of the violation of law when determining the amount of fine.
Article 50 Where the registration authority or any of its employees fails to perform duties or performs duties in an inappropriate manner in violation of the provisions of this Regulation, disciplinary actions shall be taken against the directly liable person in charge and other directly liable persons in accordance with the law.
Article 51 Where any violation of this Regulation constitutes a crime, the violator shall be held criminally liable in accordance with the law.
Article 52 Where the imposition of punishments on the violations of law in the administration of registration of market participants is otherwise provided for in any law or administrative regulation, such provisions shall prevail.

Article 53 The market regulatory department of the State Council may develop the specific measures for the registration of market participants and the supervision and administration thereof in accordance with this Regulation.
Article 54 The measures for the administration of vendors without fixed business premises shall be developed by the people's government of a province, autonomous region, or municipality directly under the Central Government according to actual local circumstances.
Article 55 This Regulation shall come into force on March 1, 2022, upon which the Regulation of the People's Republic of China on the Administration of Company Registration, the Regulation of the People's Republic of China on the Administration of the Registration of Enterprise Legal Persons, the Measures of the People's Republic of China for the Administration of the Registration of Partnership Enterprises, the Regulation on  the Administration of the Registration of Specialized Farmers' Cooperatives, and the Provisions on the Administration of the Registration of Legal Representatives of Enterprise Legal Persons shall be repealed.