Decree of the State Administration for Industry and Commerce

Chapter V Registration of Branches

Article 35 In case a foreign-funded partnership enterprise establishes a branch, it should apply for registration to the registration authority where its branch is domiciled.

Article 36 Registration items of a branch include: name, business place and scope of a branch as well as the name and domicile of responsible person of a branch.

The business scope of a branch shall not exceed the one of the foreign-funded partnership enterprise.

In case a foreign-funded partnership enterprise has a term of partnership, the registration items of a branch should also include it, with the business term of a branch not exceeding the one of the foreign-funded partnership enterprise.

Article 37 In case a foreign-funded partnership enterprise establishes a branch, it should submit to the registration authority where the branch is domiciled the following documents:

(1)    Application of registration of establishment of a branch;

(2)    Decision of establishment of a branch signed by all partners;

(3)    Photocopies of the business license of a foreign-funded partnership enterprise with seals of the partnership enterprise fixed;

(4)    Power of attorney and identification of the responsible person entrusted to execute the affairs of a branch by all partners;

(5)    Certification of business place; and

(6)    Other relevant documents as prescribed in the Provisions.

Article 38 In case the business scope of a branch belongs to the industries that shall be approved by laws, administrative regulations or the State Council before registration, it should submit the approval documents to the registration authority where the branch is domiciled.

Article 39 In case a foreign-funded partnership enterprise applies for the modification or cancellation registration of its branch, it may refer to the provisions on the modification or cancellation registration of a foreign-funded partnership enterprise in the Provisions.

Article 40 A foreign-funded partnership enterprise should hold the photocopies of the business license of its branch with seal fixed to the former registration authority for filing within 30 days upon the registration of the establishment of the branch.

In case registration items of a branch alter, the branch should handle filing in the former registration authority within 30 days upon the modification registration.

In case applying for registration of cancellation of its branch, a foreign-funded partnership enterprise should handle filing in the former registration authority within 30 days upon the registration of cancellation of the branch.

Article 41 The date of issuance of a business license for a branch is the date of establishment of that branch.

Chapter VI Registration Procedures

Article 42 In case the registration application materials submitted by the applicant are complete and qualified for legal form and the registration authority may conduct on-the-spot registration, on-the-spot registration should be made with the business license granted (renewed).

The registration authority should made the decision whether or not to make registration within 20 days upon accepting the application expect otherwise the situations as prescribed in the aforesaid articles. If registration is allowed, a business license should be given (renewed); if not, a written reply should be given with reasons attached.

For the prohibited category of projects without legal prior approval in the Catalogue for the Guidance of Foreign Investment Industries or other projects involving the duties of relevant departments, the registration authority should solicit the opinions of relevant departments in the written form within 5 days upon accepting the application, and make the decision whether or not to register within 5 days upon receiving the written opinions of relevant departments. If registration is allowed, a business license should be given (renewed); if not, a written reply should be given with reasons attached.

Article 43 In case a foreign-funded partnership enterprise concerns the investment projects that shall be approved by the government, it should handle the check and approval of investment projects in accordance with relevant provisions of the state.

Article 44 In case a foreign-funded partnership enterprise conducts such activities as establishment, alteration or cancellation, the registration authority should simultaneously report the registration information of establishment, alteration or cancellation to the competent commerce department at the same level.

Article 45 The registration authority should record the registered items involving a foreign-funded partnership enterprise in the register book of foreign-funded partnership enterprises for reference and copy by the public.

Article 46 In case revoking a business license of a foreign-funded partnership enterprise, the registration authority should issue an announcement.

Chapter VII Annual Inspection and Administration over Certificates

Article 47 A foreign-funded partnership enterprise and its branch should submit annual inspection report and other documents to accept the annual inspection every March 1 to June 30 in accordance with the requirement of the registration authority.

The registration authority should report the annual inspection information of the foreign-funded partnership enterprise to the competent commerce department at the same level in the wake of the completion of annual inspection.

Article 48 A business license is divided into original and duplicate, with both having the same legal effect.

A foreign-funded partnership enterprise and its branch may apply to the registration authority for several duplicates of the business license when necessary.

The original of the business license should be put in the eye-catching position of the business place.

Article 49 Any entity and individual shall not alter, sell, rent, lend or transfer a business license in other forms.

In case a business license is lost or ruined, a statement on the cancellation of the business license should be made in the newspaper designated by the registration authority and an application to the authority for make-up or renewal of the license should be filed.

Article 50 The registration paper pattern and the form of the original and duplicate of a business license of a foreign-funded partnership enterprise and its branch shall be formulated by the State Administration for Industry and Commerce.

Chapter VIII Legal Liabilities     

Article 51 In case an enterprise fails to acquires a business license but engages in partnership business in the name of a foreign-funded partnership enterprise, the registration authority shall impose a penalty on it in accordance with Article 36 of the Administrative Measures for the Registration of Partnership Enterprises.

In case an enterprise engages in the prohibited category of projects in the Catalogue for the Guiding Foreign Investment Industries or limited category of projects without registration, the registration authority and other competent administrations shall impose a penalty in accordance with the Measures for Investigating, Punishing and Banning Unlicensed Business Operations. It shall be subject to the provisions separately prescribed by laws, administrative regulations or the State Council.

Article 52 In case an enterprise gains the registration of a foreign-funded partnership enterprise with fake documents or other fraudulent means, the registration authority shall impose a penalty in accordance with Article 37 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 53 In case a foreign-funded partnership enterprise handles modification registration not in accordance with the Provisions, the registration authority shall impose a penalty in accordance with Article 38 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 54 In case a foreign-funded partnership enterprise fails to market “ordinary partnership”, “special ordinary partnership” or “limited partnership” according to the titles checked and approved by the registration authority, the registration authority shall impose a penalty in accordance with Article 39 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 55 In case a foreign-funded partnership enterprise handles the filing of agreement modification, a branch and the member list of the liquidating partner not involved in registration items not in accordance with the provisions, the registration authority shall impose a penalty in accordance with Article 40 of the Administrative Measures for the Registration of Partnership Enterprises.

In case a foreign-funded partnership enterprise handles the filing of the Power of Attorney Legal Document Service of a foreign partner not in accordance with the Provisions, the registration authority shall order it to make corrections; if no handling is done within the time limit, a fine of below RMB2000 will be imposed.

Article 56 In case the liquidating partner of a foreign-funded partnership enterprise fails to report and submit the liquidation report to the registration authority or the liquidation report with major facts concealed or major things left out, the registration authority shall impose a penalty in accordance with Article 41 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 57 In case a foreign-funded partnership enterprise fails to accept the annual inspection in accordance with the provisions, the registration authority shall impose a penalty in accordance with Article 42 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 58 In case a foreign-funded partnership enterprise conceals the truth and conducts falsification, the registration authority shall impose a penalty in accordance with Article 43 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 59 In case a foreign-funded partnership enterprise fails to lay the original of its business license in the eye-catching position of the business place, the registration authority shall impose a penalty in accordance with Article 44 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 60 In case a foreign-funded partnership enterprise alters, sells, rents. Lends or transfers its business license in other forms, the registration authority shall impose a penalty in accordance with Article 45 of the Administrative Measures for the Registration of Partnership Enterprises.

Article 61 In case the branch of a foreign-funded partnership enterprise conducts illegal acts as prescribed in the Chapter herein, it shall be subject to relevant provisions of the Chapter.

Article 62 In case a registration authority violates industrial policy to register the enterprise that should not or not to register the enterprise that should, administrative responsibilities of direct responsible person or chief responsible person shall be investigated by law.

In case the staff of a registration authority abuses power, plays favoritism and commits irregularities, takes bribes or infringes on the legitimate interests of a foreign-funded partnership enterprise, punishment shall be given by law.