Rules of Shenzhen Special Economic Zone on Commercial Registration

Article 16 The system of registration of subscription of contribution to the registered capital is applicable to limited liability companies.

When applicants apply for the establishment registration of a limited liability company, the commercial registration authority shall register the total amount of registered capital subscribed by all shareholders. The amount of capital contribution actually paid in by all shareholders is not necessary to be registered, and the applicants do not need to submit the capital verification certificates.

Article 17 The shareholders of a limited liability company shall agree upon the amounts, time and forms of capital contribution as well as the proportion of capital contribution not in cash, and shall record those provisions in the articles of association.

Where a shareholder invests the capital contribution which he has subscribed for, the limited liability company shall issue a capital contribution certificate to the shareholder. The capital contribution certificate shall be signed by all shareholders. Where there is a shareholder who does not sign the certificate, he shall write down the reason.

Shareholders shall be responsible for the authenticity of the investment of capital contribution.

Article 18 A limited liability company may apply to the commercial registration authority for filing of the total amount of capital contribution which is actually paid in, and shall be responsible for the authenticity of the capital contribution actually paid in. 

Article 19 The issuance date of the business license shall be the establishment date of a commercial entity.

For a legally established company or enterprise legal person which is not a company, a Business License of Legal Person Enterprise shall be issued by the commercial registration authority; for a partnership enterprise or individual proprietorship enterprise which is established in accordance with law, a Business License of Non-legal Person Enterprise shall be issued by the commercial registration authority; for a legally established enterprise branch, a Business License of Enterprise Branch shall be issued by the commercial registration authority; for an individual industrial and commercial household which is established in accordance with law, a Business License of Individual Industrial and Commercial household shall be issued by the commercial registration authority.

Article 20 A business license shall set out the following items respectively:

(1) A Business License of Legal Person Enterprise: the title of the enterprise, the legal representative, the domicile, the date of establishment;

(2) A Business License of Non-legal Person Enterprise: the title of the enterprise, the place of business, the investors or partners who conduct partnership affairs, the date of establishment;

(3) A Business License of Enterprise Branch: the title of the branch, the person in charge, the place of business, the date of establishment;

(4) A Business License of Individual Industrial and Commercial Household: the title of the household, the operator, the place of business, the date of establishment.

There shall be a warning column in the business license where the inquiry methods for the business scope, the capital contribution, the term of operation, the approved business items and other matters of the commercial entity are indicated. The commercial registration authority shall issue written certificates on the above matters according to the application of a commercial entity.

The style of a business license shall be announced by the commercial registration authority.

Article 21 Where a commercial entity establishes a branch, and the place of business of the branch is not identical with the entity’s and the two places are in different districts within the Special Zone, the entity shall transact the registration for branches; where the place of business of the branch is not identical with the entity’s and the two places are in a same district within the Special Zone, the entity shall have an option to choose to transact the registration for branches or to record the information on the branch’s place of business in the business license of its own.

Article 22 Where there is a change to the registration items, the commercial entity shall apply for modification registration to the commercial registration authority within 30 days from the date that the resolution or decision of the change is made; where the modification is not registered, the commercial entity shall not change the commercial registration items presumptuously.

Where there is a change to the filing items, the commercial entity shall apply to the commercial registration authority for filing.

Article 23 The registration system that combines the business license, the organization code certificate and the tax registration certificate into one certificate shall be carried out, and the specific measures shall be formulated by the Municipal Government separately.

Article 24 Online application, acceptance, examination, license issuance and archives shall be implemented. The electronic archives, electronic business licenses shall have the same legal effect as the paper versions.

A commercial entity may apply to the commercial registration authority for a paper version of business license.

Article 25 The Municipal Government shall deepen the reform on the approval regime, define and adjust the supervision duties of the relevant departments on the commercial entities and approval items, and bring forth new ideasand strengthen the supervision structure of commercial entities according to the principle that approval adapts to supervision.

Article 26 The following matters shall be supervised, investigated and handled by the commercial registration authority in accordance with law:

(1) Without obtaining a business license that shall be obtained, engaging in business activities in the name of a commercial entity without authorization;

(2)Obtaining the commercial registration by means of submitting false documents or employing other deceptions to conceal important facts;

(3) Failing to carry out modification registration as required by the provisions.

Article 27 In any of the following circumstances, the relevant approval department of administrative permits shall investigate and handle in accordance with law:

(1) Without obtaining a permit or other approval documents that shall be obtained according to law, engaging in business activities without authorization;

(2) Where, according to the provisions of laws and regulations, a business license is not required to be obtained, but a permit or other approval documents shall be obtained, engaging in business activities presumptuously without the aforesaid permits or approval documents;

(3) Where the term of validity of the permits or other approval documents expires or the permits and approvals are revoked, withdrawn, cancelled according to law, engaging in business activities continuously.

Article 28 The commercial registration authority and the relevant departments shall, according to the provisions of the Municipal Government, establish a joint-action mechanism for supervision on commercial entities; and shall inform the relevant department timely the violations that are found during supervision but do not fall within the responsibilities of their own, the relevant department shall investigate and handle the aforesaid violations according to law; where a suspected crime is constituted, the case shall be referred to judicial organs for handling in accordance with law.

Article 29 The system of annual report of commercial entities shall be implemented.

A commercial entity shall submit annual reports to the commercial registration authority according to these Rules, and there is no need to conduct annual examination.

An annual report shall include the registration items, the filing items, the amount of capital contribution actually paid in, an annual balance sheet, and a profit and loss statement of the commercial entity.

The commercial entity shall be responsible for the authenticity of the annual report.

Article 30 A commercial entity shall submit the annual report within the period prescribed by the commercial registration authority.

A commercial entity shall submit the annual report since the next year of establishment.

The commercial registration authority may supervise and inspect the annual reports submitted by commercial entities.