Circular of the Shanghai Administration for Industry and Commerce on Issuing the Provisions on Registration Administration of Enterprises in the China (Shanghai) Pilot Free Trade Zone
The English version is for reference only. If there is any inconsistency or conflict between the English and Chinese version, the Chinese version shall prevail.
All branches, all departments and offices of and entities directly affiliated to the municipal administration for industry and commerce:
The Provisions on Registration Administration of Enterprises in the China (Shanghai) Pilot Free Trade Zone are hereby printed and distributed to you for your earnest implementation in compliance.
Shanghai Administration for Industry and Commerce
Monday, September 30, 2013
Provisions on Registration Administration of Enterprises in the China (Shanghai) Pilot Free Trade Zone
Article 1 In order to push forward the construction of the China (Shanghai) Pilot Free Trade Zone (hereinafter the "FTZ") and to establish a market access regulatory system that is consistent with the FTZ, the Provisions on the Administration of Enterprise Registration in the China (Shanghai) Pilot Free Trade Zone (hereinafter the "Provisions") are formulated in accordance with the Framework Plan for the China (Shanghai) Pilot Free Trade Zone, the Measures for Administration of the China (Shanghai) Pilot Free Trade Zone and the Opinions of the State Administration for Industry and Commerce on Supporting the Construction of the China (Shanghai) Pilot Free Trade Zone and in combination with the actual conditions of the FTZ.
Article 2 The Provisions apply to the administration of enterprise registration in the FTZ.
For the purpose of the Provisions, the "enterprise" refers to enterprises as legal persons, non-corporate enterprises and their branches.
The specific types of enterprise as a legal person, non-corporate enterprise and their branches shall be determined according to the classification standards specified by the provisions of the State Administration for Industry and Commerce.
Article 3 Shanghai Administration for Industry and Commerce and its branch in the FTZ are the administrative authority of enterprise registration (hereinafter the "registration authority"), which are responsible for the administration of enterprise registration in the FTZ in accordance with the authority granted by the State Administration for Industry and Commerce and the prevailing governance division of Shanghai Municipality.
Article 4 Except for banks, securities companies, futures companies, fund managers, insurance companies, direct-selling enterprises, foreign labor service cooperative enterprises, joint-stock limited companies established by way of stock floatation and others that are otherwise provided by laws and administrative regulations in terms of paid-in registered capital of a company, other companies in the FTZ are subject to the registered capital subscription registration system.
The registration authority registers the registered capital or the total share capital (namely, the registered capital of the company) subscribed by all the shareholders and the promoters rather than registers the paid-in capital of the company.
Article 5 The shareholders (promoters) of the company shall reach agreements independently on their subscribed amount of capital contribution, means of capital contribution, time limit of capital contribution and others and record the same in the articles of association. Companies shall publish the amounts of contribution subscribed to by shareholders or shares subscribed to by promoters, manners of contribution, periods of contribution, and payment of contributions through the market participant credit information publication system. A company’s shareholders (or promoters) shall be responsible for the veracity and legality of payment of contributions.
After the shareholders (promoters) pay the contribution, the company may revise the articles of association and file for record with the registration authority and submit capital verification certificates.
Article 6 Unless the laws, administrative regulations and decisions of the State Council otherwise provide for a minimum amount of registered capital of specific industries, the following provisions are canceled, including the minimum registered capital of RMB30,000 for a limited liability company, the minimum registered capital of RMB100,000 for a one-member limited liability company, and the minimum registered capital of RMB5 million for a company limited by shares; the provisions on the initial contribution amount and proportion of all the shareholders (promoters) when establishing the company are canceled; the provisions on the proportion of currency contribution amount of all the shareholders (promoters) accounting for the registered capital are canceled; the provisions on the time limit for shareholders (promoters) of the company to pay full contributions are canceled.
Article 7 Except for the pre-licensing items of enterprise registration provided by the laws, administrative regulations and decisions of the State Council, enterprises in the FTZ may engage in general production and operation activities after applying for registration in the registration authority and obtaining a business license; operation projects that involve pre-approval items of enterprise registration shall apply for a business license in the registration authority after obtaining the permit or approval documents; enterprises that apply for engaging in other licensing projects shall engage in operation activities subject to the issuance of a business license and permit or approval document.
Article 8 For fields not listed in the Special Administrative Measures for the Access of Foreign Investors (Negative List), foreign-invested enterprises in the FTZ shall apply for incorporation registration in the registration authority and file for record in the department of commerce or its authorized institutions.
Article 9 Where foreign investors apply for the incorporation of a foreign-invested advertising enterprise in the FTZ or foreign-invested enterprises apply for adding advertising operations business, the condition restrictions on the eligibility of investors and the performance of advertising operations and the time limit on the incorporation and operation of investors shall be canceled.
Where foreign-invested advertising enterprises in the FTZ apply for establishing branches, the condition restrictions on the full payment of enterprise registered capital and advertising turnover of not less than RMB20 million shall be canceled.
Article 10 The filing system is adopted for the project examination and approval and examination and approval for establishing branches of foreign-invested advertising enterprises in the FTZ. Where foreign-invested advertising enterprises are newly established in the FTZ, and change partner to a joint venture or transfer equity or alter the business scope of advertising operations and the registered capital after the establishment, the applicants shall, while applying for the registration items of incorporation and alteration, submit filing materials to the branch of the administration for industry and commerce in the FTZ; where foreign-invested advertising enterprises in the FTZ establish branches outside the FTZ, the enterprises shall submit filing materials to the branch of the administration for industry and commerce in the FTZ within 7 working days after obtaining the business license for the branches.
Article 11 The registration authority shall conduct formal examination on the materials submitted by the applicant, which shall be responsible for the truthfulness of the materials.
Article 12 The applicant may, based on actual needs, apply for enterprise registration, examination and approval of foreign-invested enterprises (filing for record), handling of the Organization Code Certificate and taxation registration through exchange of electronic data or in an on-site manner. The registration authority receives the application materials submitted by the applicants to all functional departments and collectively services relevant certificates, licenses and instruments.
Article 13 Except for the specialized cooperatives of farmers and individual industrial and commercial households, the registration authority shall issue a uniform business license (Enterprise Business License) to enterprises in the FTZ.
Enterprises that have obtained a business license prior to the implementation of the Provisions shall apply for the new version of business license with the registration authority.
Article 14 Enterprises in the FTZ are subject to the annual report announcement system. Enterprises shall report and deliver the annual report to the registration authority through the market entity credit information announcement system and publicize the same to the society during March 1 and June 30 every year. Enterprises incorporated and registered in the current year shall report and deliver the annual report starting from the next year. Enterprises shall be responsible for the truthfulness and legality of the annual reports they send.
According to the Measures for Administration of the China (Shanghai) Pilot Free Trade Zone, the measures for the announcement of annual reports of enterprises in the FTZ shall be otherwise formulated.
Article 15 The registration authority shall conduct spot checks on the annual reports of enterprises. Where it is discovered in the spot check or whistle-blowing is received afterwards that the enterprises conduct illegal activities, include untruthful facts in the report and conceal true facts or make false promises, the registration authority shall order the enterprises to make corrections within a prescribed time limit and record the enterprises into the bad credit system; enterprises that violate the provisions on enterprise registration, shall, in addition to being ordered to make corrections, be given penalties in accordance with relevant administrative provisions on enterprise registration, and the information of the legal representative and the person in charge of the enterprises shall be reported to relevant departments.
Article 16 The registration authority shall establish a system of a list of abnormal operations, and record enterprises that fail to publicize their annual reports within the prescribed time limit or those that cannot be contacted through the registered domiciles (place of business) and other enterprises in the list of abnormal operation, and publicize the same to society through the market entity credit information announcement system.
Enterprises recorded in the list of abnormal operations that have performed the obligation of announcing annual reports within three years from the date of entering in the list of abnormal operations may apply for resumption of status of normal record in the registration authority; for enterprises that fail to perform the obligation of announcing annual reports for over three years, the registration authority shall record them in the list of abnormal operations permanently without the possibility of resuming the status of normal record, and record them in the list of enterprises with severe violation.
Article 17 The registration authority shall upload, receive, and provide feedback on enterprise registration, filing, examination and approval of license, annual reports and administrative penalties through the information sharing platform of administrative affairs to achieve information sharing.
Article 18 Where enterprises move out of the FTZ, the provisions on the registration administration of enterprises outside the FTZ shall apply.
Where outside enterprises move in to the FTZ, the Provisions shall apply mutatis mutandis.
Article 19 The Provisions apply mutatis mutandis to the registration administration of enterprises of foreign countries (regions) engaging in production and operation activities in the FTZ.
Article 20 Any matter that is not specified in the Provisions shall be governed by relevant prevailing provisions on the administration of enterprise registration.
Article 21 The Provisions shall come into force as of October 1, 2013, with a valid term of three years.
Provided by Lawyers Working Committee of Pudong New Area