(October 30, 2012, shenzhen the 18th session of the fifth session of the standing committee of the people's congress)

 

Article 1 in order to perfect the system of commercial registration, improve the system of market regulation, promote the economic development, according to the basic principles of laws and administrative rules and regulations, combining the reality of shenzhen special economic zone (hereinafter referred to as "dc"), these provisions are formulated.

 

Article 2 these provisions shall apply to commercial registration inside the special zone and its supervision and management activities; If there are no relevant provisions, in accordance with relevant laws and regulations.

 

Commercial registration of referred to in article 3 of these provisions, apply to the commercial registration authority refers to the applicant, the commercial registration authority will business subject establishment, modification or cancellation registration in the commercial register announces.

 

Business subject, "referred to in these provisions refers to the registration according to law, for-profit engaged in business activities of natural persons, legal persons and other economic organizations.

 

Article 4 the people's government of shenzhen (hereinafter referred to as the municipal government) shall perfect the business subject credit system, strengthening credit constraints, promote business subject autonomy self-discipline.

 

Article 5 the municipal government is the commercial registration authority, market supervision and regulation department is responsible for the business registration in accordance with the stipulations of this job as well as the supervision and administration of commercial registration.

 

Article 6 the commercial registration authority shall be set up as legal commercial register carrier, business subject registration and filing particulars, for social public access, copy.

 

Article 7 the business subject registration items include:

 

(a) name;

 

(2) the domicile or business site;

 

(3) type;

 

(4) head;

 

(5) of the total amount of capital contribution;

 

(6) business term;

 

(7) investors names and their capital contribution.

 

Commercial registration authority shall, according to the provisions of the preceding paragraph, in accordance with the business subject type, the specific content of commercial subject registration items separately.

 

Article 8 the business subject for the record matters including:

 

(a) articles of association or agreement;

 

(2) the scope of business;

 

(3) the directors, supervisors and senior management personnel;

 

(4) members of the liquidating committee and the head;

 

(5) business subject, dc husband branch company or registration.

 

Article 9 to establish a business subject, shall be submitted to the commercial registration authority shall submit the following documents:

 

(a) set up an application for registration;

 

(2) of the articles of association or agreement;

 

(3) the name pre-approval notice;

 

(4) the domicile or business site information materials;

 

(5) investment main body qualifications;

 

(6), senior management personnel and other members of the relevant documents and proof of identity;

 

(7) other materials required by the business registration authority.

 

Set up Banks, securities companies, insurance companies, foreign-funded enterprises, accounting firms, such as business subject, relevant laws and administrative regulations shall be approved by the relevant departments, and shall submit relevant licensing examination and approval documents.

 

The applicant shall submit application materials to its content authenticity.

 

Article 10 commercial registration authority shall be formulated in accordance with the business subject establishment, alteration, cancellation of registration materials required directory and publish to the society.

 

Article 11 the commercial registration authority for the applicant to submit the material form of censorship.

 

Application materials are not complete or not in conformity with the statutory form, the commercial registration authority shall be the date of receipt of the material within one working day from disposable package materials, inform the applicant need and requirement.

 

The application materials are complete and conform to the statutory form, commercial registration organ shall accept the application, and within 3 days from the date of acceptance shall be registered and issued a business license.

 

Commercial registration authorities of the registration can not be completed within three working days, in business matter, head of the registration authority for approval, may be extended for three working days.

 

The commercial registration authority for commercial registration shall not collect fees.

 

Article 12 the business subject who, after obtaining a business license to conduct business activities in accordance with the law. Business subject belongs to the laws and regulations shall be in the business scope of the approved projects, obtain permission certificate approval rear can conduct related business.

 

Article 13 the establishment of commercial subject of the applicant shall declare the domicile or business site information materials.

 

The applicant for the legitimacy of the domicile or business site, is responsible for the authenticity.

 

Article 14 business subject premises belongs to the laws and regulations shall be subject to the planning, environmental protection, fire protection, culture, health and other relevant departments approved, approval certificate approval rear can conduct related business.

 

Article 15 the business scope of commercial subject be determined by the articles of association, agreement and application form.

 

Commercial registration authority shall be formulated with reference to the national economy industry classification standard catalogs of business scope, provide direction for the applicants.

 

Article 16 the limited liability company shall practise a system of registered capital subscribed to register.

 

The applicant to apply for a limited liability company, set up registration, business registration authority to register its all shareholders subscribed registered capital amount, without registration and paid-in capital, the applicant need not submit capital verification documents.

 

Article 17 of the limited liability company's shareholders shall for capital contribution, contributive time, the mode and the proportion of non-monetary capital contribution paid to convention, and recorded in the articles of association.

 

Shareholders, capital contribution for the limited liability company shall issue a capital contribution certificate to shareholders. Investment certificate shall be signed by all the shareholders, and the signature shall indicate the reasons.

 

Shareholders of the authenticity of the payments of registered capital.

 

Article 18 limited liability company can apply for paid-in capital to the business registration authority for the record, and is responsible for the truthfulness of paid-in capital payments.

 

Article 19 the business license is issued date for business subject establishment date.

 

Company and the enterprise as a legal person established in accordance with the law, the commercial registration authority shall issue a business license for legal person enterprise; A lawfully established partnership enterprise, a sole proprietorship enterprise, the commercial registration authority shall issue non-legal-person enterprise business license; A lawfully established branch companies, branches of the commercial registration authority shall issue a business license; A lawfully established individual industrial and commercial households, the commercial registration authority shall issue is individual and industrial and commercial door the business license.

 

Article 20 the items recorded in the business license shall include:

 

(a) the legal person business license of enterprise: an enterprise name, legal representative, residence, set up a date;

 

(2) the non-legal-person enterprise business license: enterprise name, business premises, investors or executing a transaction partner, set up a date;

 

(3) the branch's business license: name of the branch, head, management place, set up a date;

 

(4) individual and industrial and commercial door business license: name of the individual and industrial and commercial door, operator, management place, set up a date.

 

The business license shall be set up prompts, indicate the business subject scope of business, investment situation, the business term and licensing query methods of examination and approval of projects related matters. Commercial registration authority shall, according to the application of the business subject, issued by written on these matters.

 

The style of the business license issued by the commercial registration authority.

 

Article 21 a business subject set up branches, and branches premises do not agree with business subject residence and inter-district in dc, business subject should register a branch; Branch management place and inconsistent business subject residence but not inter-district in dc, business subject should choose to register a branch office or to the branch management place information registration within its affiliated business subject business license.

 

Article 22 business subject of the registered items change, the business subject shall change the resolution or decision within 30 days from the date of the commercial registration authority to apply for registration of change; Without the registration of change business subject of commercial registration may not be changed without authorization.

 

Business subject registration items change, business subject shall apply to the commercial registration authority for the record.

 

Article 23 the implementation of the business license, organization code certificate and tax registration certificate the unity of three certificates and registration system, the specific measures shall be separately formulated by the municipal government.

 

Article 24 commercial registration for online declaration, acceptance, review, licensing, and archive. Electronic files, electronic business license and the paper has the equal legal effect.

 

Business subject to the commercial registration authority to apply for paper issued by the business license.

 

Article 25 the government should deepen the reform of the examination and approval system, according to the principle of examination and approval and regulatory fit, scientific definition and adjust the related department to business subject and supervisory duties, examination and approval matters in the innovation and improve the system of commercial subject regulation.

 

Article 26 the following items shall be the responsibility of the commercial registration authority according to law regulation and investigate:

 

(a) shall be obtained and has not obtained the business license, to engage in business activities in the name of the business subject;

 

(2) submit false registration documents or take other frauds concealing important facts to obtain commercial registration;

 

(3) when changing the registered items not according to stipulations.

 

Article 27 any of the following circumstances, the relevant department for examination and approval of administrative licensing in accordance with the law shall be empowered to:

 

(a) shall be made in accordance with the law and has not obtained a license or other approval document, engage in business activities without authorization;

 

(2) in accordance with the laws and regulations, do not need to issue a business licence, but shall acquire the license or other approval document but has not obtained, engage in business activities without authorization;

 

(3) the expiration of the valid period of the license or other approval documents or be revoked in accordance with the law, revocation, cancellation, to continue to engage in business activities.

 

Article 28 the commercial registration authorities and relevant departments shall, according to the municipal government regulation, establish business subject regulation linkage mechanism; Discovered in the regulation of does not belong to the illegal action of the responsibilities of the department, shall inform the relevant departments, the relevant departments shall be investigated according to law; Suspected crime, move send a judiciary processing in accordance with the law.

 

Article 29 shall practise a system of commercial subject of the annual report.

 

Business subject shall be submitted to the commercial registration authority in accordance with the provisions in this annual report, the need for annual inspection.

 

Annual report including the registration of business subject matters, for the record, the registered capital contributed, annual balance sheet and income statement.

 

The authenticity of the contents of business subject to annual report.

 

Article 30 the business subject shall be in accordance with the time prescribed by the commercial registration authority to submit the annual report.

 

Set up the business subject, since next year to submit the annual report.

 

The commercial registration authority may submit the annual report of the business subject to the supervision and inspection.

 

Article 31 shall practise a system of business exception list.

 

Business subject in any of the following circumstances, the commercial registration authority will be removed from the commercial register, load management exception list, and included in the credit supervision system:

 

(a) do not submit the annual report;

 

(2) through the registration place of domicile or operation could not be reached.

 

Commercial registration authority before to load the list of abnormal operation decision, should by the regulations stipulated in article information platform to inform business subject to load the list of abnormal operation decision facts, reasons and basis, and told that their rights in accordance with the law.

 

Have personal responsibility for business subject to load operation exception list of investors, head, directors, supervisors and senior management personnel information into the credit supervision system.

 

Article 32 the business subject to load management exception list five years and have not load the exception list for disappearing, business subject can apply for to recover the recorded in the commercial register; Commercial registration authority after being checked, the removing from the list of abnormal operation, restore the recorded in the commercial register.

 

Article 33 business subject in any of the following circumstances, the permanent load operation exception list, may not recover, recorded in the commercial register by registration number instead of name:

 

(a) load operation exception list five years;

 

(2) the violation of the provisions regarding the administration of enterprise name registration, business registration authority shall be ordered to correct within the time limit does not change.

 

Article 34 the permanent load the list of abnormal operation, business subject and its investors, head, directors, supervisors and senior managers still shall bear related legal responsibility according to law.

 

Article 35 business subject to load operation of the commercial registration authority to make a list of exceptions, the permanent load management disagrees with the decision of the exception list, you can apply for administrative reconsideration or institute an administrative lawsuit.

 

Load the list of abnormal operation exception list or permanent load operation error, commercial registration authority shall revoke load or permanent load list of abnormal operation decision, will be resumed business subject recorded in the commercial register.

 

Article 36 of the municipal government shall be enforced by the government information resources sharing of electronic monitoring system to establish a unified business subject registration and licensing examination and approval of the credit information of the public platform (hereinafter referred to as information platform), is used to publish business registration, licensing examination and approval matters and the regulatory information.

 

The municipal government related department shall, in accordance with the demand orientation, the supplier response, negotiate, confirm, uniform standard, the principle of Shared security, free to realize information exchange and sharing.

 

Article 37 the commercial registration authority shall be from the public information platform of the following information:

 

(a) business subject registration information;

 

(2) the business subject registration information;

 

(3) the business subject annual report submitted information;

 

(4) business subject to load or permanent load operation exception list information;

 

(5) business subject regulatory information.

 

The municipal government related department shall, through the information platform of the public the following information:

 

(a) licensing examination and approval items information;

 

(2) the license approval regulation information.

 

Article 38 a business subject shall make declaration of content and the commitment of the authenticity of the submitted materials; Fraud, in the credit supervision system.

 

The business subject is in violation of the provisions of this act, the commercial registration authority, the administrative licensing examination and approval department or other relevant departments in accordance with the provisions of these regulations and related laws and regulations shall be investigated.

 

Article 39 the commercial registration authority, the administrative licensing examination and approval department or other relevant departments and their staff in violation of these provisions fails to perform their duties, the directly responsible person in charge and other directly responsible personnel in accordance with the law to give punishment; Suspected crime, move send a judiciary processing in accordance with the law.

 

Article 40 a business subject as of the date of enforcement of these provisions shall apply to the commercial registration authority issue a business license within a year, the specific measures shall be separately formulated by the commercial registration authority, and at the same time with these provisions.

 

Article 41 area referred to in these regulations, including light, ping shan, longhua, and dapeng new district administrative zones.

 

Article 42 of the municipal government can be in accordance with these regulations, formulate rules for its implementation.

 

Article 43 the provisions since March 1, 2013.