Regulations Of The Hainan Special Economic Zone On The Registration And Administration Of Enterprise Legal Persons

Announcement of the Standing Committee of the Hainan Provincial People's Congress

The regulations on the registration and administration of enterprise legal persons in the Hainan special economic zone have been revised and approved by the tenth session of the Standing Committee of the fifth Hainan Provincial People's Congress in September 26, 2014. The regulations on the registration and administration of enterprise legal persons in the Hainan special economic zone have been promulgated and implemented since November 1, 2014.

Standing Committee of the Hainan Provincial People's Congress

September 26, 2014

Chapter 1

Article 1 in order to establish a registration system for the registration of enterprise legal persons that is suitable for the socialist market economic system, maintain market economic order, protect the legitimate rights and interests of investors and operators, abide by the basic principles of laws and administrative regulations, and formulate the regulations in conjunction with the reality of Hainan Special Economic Zone,

The second regulations governing the registration and management of enterprise legal persons in the Hainan Special Economic Zone shall be governed by these regulations.

The term "enterprise legal person" as mentioned in these Regulations includes limited liability company, Limited by Share Ltd and non corporate enterprise legal person.

The third registration of enterprise legal person shall be directly registered according to law, except those involving national security, citizens' life and property safety, etc.

The pre - administrative licensing matters shall be determined and adjusted by the provincial people's government and promulgated in the form of the provincial people's government order.

The fourth registration management of enterprise legal person should follow the principles of convenience, efficiency, standardization, and strict supervision.

The second chapter is the registration authority.

The fifth provincial and municipal, county and autonomous county administrative departments for Industry and commerce are the competent authorities for the registration of enterprise legal persons (hereinafter referred to as the registration authorities).

Registration organs perform their duties according to law and are not subject to illegal intervention.

The sixth Provincial Administration for Industry and commerce is responsible for registering the following legal persons:

(1) a foreign-invested enterprise legal person authorized by the administrative department for Industry and commerce under the State Council;

(two)

The enterprises and legal persons registered by the Provincial Administration for Industry and Commerce shall be stipulated in the regulations.

The seventh municipal, county and autonomous administrative departments for Industry and Commerce shall be responsible for the registration of the following enterprise legal persons:

(1) a foreign-invested enterprise legal person authorized by the administrative department for Industry and commerce under the State Council;

(two) other legal entities other than those registered by the Provincial Administration for Industry and commerce.

The eighth registration organs can fully authorize personnel who undertake business registration matters, improve the working mechanism and improve the efficiency of registration.

The third chapter is the registration and annual report of enterprise legal person.

The ninth applicant applies for the establishment of an enterprise legal person requiring pre administrative permission. The applicant shall apply to the registration authority for registration of the establishment of the enterprise with permission and approval documents and related materials.

The tenth applicant applies for the establishment of an enterprise legal person who does not need to obtain a prequalification administrative license. The applicant directly applies to the registration authority for registration of the establishment of an enterprise legal person and can engage in business activities after obtaining a business license. Engaging in business activities requires obtaining the relevant administrative license, and applying for business license and related materials to apply for administrative license to the relevant administrative licensing organ.

The eleventh items of registration of enterprise legal persons include:

(1) name;

(two) residence;

(three) the name of the legal representative;

(four) enterprise type;

(five) registered capital (gold);

(six) the name or name of the investor;

(seven) business term;

(eight) business scope;

(nine) other matters stipulated by laws and regulations.

The following items of the twelfth enterprise legal persons shall be filed with the registration authority:

(1) articles of Association;

(two) business premises;

(three) registration of branches or other branches;

(four) directors, supervisors and senior managers;

(five) members and heads of the liquidation team;

(six) the seal of corporate legal person and its legal representative;

(seven) other archival matters stipulated by the state and the province.

Thirteenth the names of enterprises that use the words "China", "state" and "China" shall be approved by the administrative department for Industry and commerce under the State Council in accordance with the law.

The name of the enterprise using the word "Hainan" shall be approved by the registration organ responsible for the registration of the enterprise legal person.

The conditions for the use of the name of "Hainan" shall be stipulated by the Provincial Administration for Industry and commerce.

The registration authority shall protect the exclusive right of the enterprise name and trade name according to law.

The fourteenth enterprise legal person is located at the place where its main office is located.

The place of operation may not be consistent with the domicile.

If the applicant applies for domicile registration or records the place of operation, he or she shall submit to the registration authority the proof of the lawful use of his domicile or business place.

The people's Government of the province or the people's government authorized by the municipality, county or autonomous county shall, in accordance with the provisions of laws and regulations and the actual needs of the management of its own administrative region, make specific provisions on the conditions of the domicile and the place of operation of the enterprise according to the principle of allowing market participants to enter the market and effectively protecting the economic and social order.

In addition to the laws, administrative regulations and the State Council's decision to implement the registration system of paid up capital of registered capital, the fifteenth companies shall register the registered capital of the company.

The shareholders of a company (initiators) shall record their capital contributions, modes of contribution and duration of capital contributions in the articles of association.

The shareholders of a company are responsible for the authenticity and legality of their contributions.

In accordance with laws, administrative regulations and decisions of the State Council, a non corporate enterprise legal person shall implement the registration system of paid up registered capital.

Investors can invest in installments.

The first phase of the investment shall not be less than 25% of the registered capital, and shall be injected within thirty days from the date of issuance of the business license. The last stage of capital contribution shall be inject within one year from the date of issuance of the business license.

If an investor requests to postpone the capital contribution, it shall be approved by the registration authority.

We should encourage, guide and support non corporate legal entities such as enterprises owned by the whole people and collectively owned enterprises to carry out standardized corporate reform and implement registered capital registration system.

Article sixteenth the registration and filing of an enterprise legal person shall submit materials in accordance with the relevant provisions of the state and the province, and shall not submit false materials or take other fraudulent means to conceal the facts.

The seventeenth registration organ shall examine the application materials submitted by the applicant.

If the application materials are not complete or are not in conformity with the statutory form, the registration authority shall inform the applicant once and for all the contents of the amendment. Once the person is unable to inform the applicant on the spot, he shall notify the applicant once within 3 working days.

If the application materials are complete and conform to the statutory form, the registration authority shall make a decision to grant registration within 3 working days from the date of acceptance, and the decision can not be made within 3 working days, with the approval of the person in charge of the registration authority, which can extend the 2 working days.

Eighteenth registration organs should gradually implement online registration.

The electronic files and electronic business licenses of enterprise legal persons have the same legal effect as their paper forms.

The nineteenth enterprise legal person shall submit the annual report of the previous year to the registration authority through the enterprise credit information publicity system from January 1st to June 30th each year, and publicize it to the public.

The enterprise legal person established in that year shall submit and publicize the annual report from the next year.

The Twentieth Annual Reports of corporate legal entities include:

(1) communication address, postal code, contact telephone, e-mail and other information;

(two) information on the status of opening, closing and liquidation;

(three) invest in enterprises and purchase equity information;

(four) information on the amount of capital contribution, time and mode of contribution paid by the shareholders or promoters of a limited liability company or Limited by Share Ltd;

(five) stock ownership change information of shareholders in limited liability companies;

(six) websites and the names and websites of online stores engaged in network operation;

(seven) information on the number of employees, total assets, total liabilities, external guarantee, owner's equity, total business income, main business income, gross profit, net profit and total tax amount.

The information specified in the first paragraph to sixth of the preceding paragraph shall be publicized to the public, and the information provided by the seventh shall be chosen by the enterprise legal person to publicized to the society.

Citizens, legal persons or other organizations may inquire about the information they choose not to publicized by consent of the enterprise legal person.

The provisions of the second and third paragraphs of this article shall be prescribed by laws and regulations.

The corporate juridical person is responsible for the authenticity and legality of the contents of the annual report.

In case of any change in the registration matter of the twenty-first enterprise legal person, the registration shall be applied to the original registration authority according to law.

If there is any change in the filing of an enterprise legal person, it shall be filed with the original registration authority.

The twenty-second enterprise legal person shall terminate, cancel or cancel its business license, declare bankrupt according to law, or terminate it for other reasons, and shall cancel the registration with the original registration organ.

Twenty-third items of administrative license within the scope of the operation of an enterprise legal person are revoked in accordance with the law, the license is revoked, or the validity period of the license is expired.

Twenty-fourth civil disputes between shareholders and companies, shareholders and shareholders arising from industrial and commercial registration disputes, the parties concerned shall be resolved through civil litigation and arbitration in accordance with the law.

The fourth chapter is supervision and management.

The twenty-fifth registration organs shall perform the following supervisory and administrative duties on enterprise legal persons:

(1) to supervise the establishment, alteration and cancellation of registration of enterprise legal persons in accordance with the provisions of these regulations;

(two) to supervise and carry out business activities in accordance with the approved registration items;

(three) to supervise the performance of corporate obligations in accordance with articles of association, contracts or agreements.

(four) to stop and investigate illegal business activities of enterprise legal persons in accordance with their duties;

(five) protect the lawful rights and interests of enterprise legal person according to law;

(six) other supervisory and administrative duties stipulated by laws and regulations.

Twenty-sixth registration organs and relevant administrative licensing organs shall investigate and deal with illegal business activities in accordance with the following provisions:

(1) where the business license shall be obtained without obtaining administrative license and business license without authorization, the relevant administrative licensing organ and the registration authority shall investigate and deal with them according to their respective duties.

(two