To: All sub-bureaus, divisions and offices and all subordinate units:
The Provisions on Administration of Enterprise Registration in China (Shanghai) Pilot Free Trade Zone is hereby promulgated for your implementation conscientiously.
Shanghai Municipal Administration for Industry and Commerce
September 30, 2013
Provisions on Administration of Enterprise Registration in China (Shanghai)
Pilot Free Trade Zone
Article 1 For the purposes of promoting the building of China (Shanghai) Pilot Free Trade Zone (hereinafter referred to as the Pilot Zone) and establishing the corresponding market entry regulatory system for the Pilot Zone, these Provisions are formulated pursuant to the provisions of the Framework Plan for China (Shanghai) Pilot Free Trade Zone, the Procedures for the Administration of China (Shanghai) Pilot Free Trade Zone and Suggestion of State Administration for Industry and Commerce on Supporting the Building of the China (Shanghai) Pilot Free Trade Zone, and in line with the actual conditions of the Pilot Zone.
Article 2 These Provisions apply to administration of enterprise registration in the Pilot Zone.
Enterprises referred to in these Provisions mean enterprise legal persons, non-legal person enterprises and their branches.
Specific types of enterprise legal persons, non-legal person enterprises and their branches shall be determined pursuant to the classification standards prescribed by the State Administration for Industry and Commerce.
Article 3 Shanghai Municipal Administration for Industry and Commerce and its sub-bureau in the Pilot Zone shall be the enterprise registration administrative authorities (hereinafter referred to as the "registration authorities") to be responsible for administration of enterprise registration in the Pilot Zone pursuant to the authorization by the State Administration for Industry and Commerce and the prevailing division of powers of this Municipality.
Article 4 Except for banks, securities companies, futures companies, fund management companies, insurance companies, direct-selling enterprises, external labor services cooperation enterprises for which the laws and administrative regulations stipulate on the actual payment of registered capital of a company, as well as companies limited by shares established by way of fund raising, all other companies in the Pilot Zone shall implement a registration system for subscription of registered capital.
The registration authorities shall register the registered capital or total share capital (the company's registered capital) subscribed by all the shareholders and promoters of a company, not register the company's paid-in capital.
Article 5 The shareholders (promoters) of a company shall agree autonomously on their capital subscription amount, mode and deadline of capital contribution and record them in the company's articles of association. The company shall announce its shareholders' capital subscription amount or the promoters' shares subscription, mode and deadline as well as payment information of capital contribution to the public through the market entity credit information announcement system. The shareholders (promoters) of the company shall be responsible for the veracity and legitimacy of payment information on capital contribution.
Upon payment of capital contribution by the company's shareholders (promoters), the company may amend its articles of association, file the articles of association with the registration authorities for record, and submit capital verification documents.
Article 6 Unless the laws, administrative regulations and the State Council decisions provide otherwise on the minimum registered capital for specific industries, the provisions on minimum registered capital of RMB30,000 for limited liability companies, on minimum registered capital of RMB100,000 for sole-proprietor limited liability companies and on minimum registered capital of RMB 5million for companies limited by shares shall be cancelled; the provisions on first-time capital contribution amount and ratio for all shareholders (promoters) of the company at the time of incorporation shall be cancelled; the provisions on the ratio of capital contribution amount to registered capital for all shareholders (promoters) of the company shall be cancelled; the provisions on capital contribution deadline for full payment by all shareholders (promoters) of the company shall be cancelled.
Article 7 Except for preliminary licensing matters for enterprise registration provided for by laws, administrative regulations and the State Council decisions, enterprises in the Pilot Zone may commence general production and business activities upon making registration with the registration authorities and obtaining the business license; where a business project involves preliminary licensing matter for enterprise registration, upon obtaining the permit or approval document, the company may apply to the registration authorities for business license; a company applying to engage in any other business projects which require licensing shall only commence business activities after obtaining the business license and the permit or approval document.
Article 8 For industries outside the list of special administrative measures for entry of foreign investments (negative list), foreign investment enterprises in the Pilot Zone shall apply to the registration authorities for registration of establishment, and file record with the commerce authorities or their authorized agency.
Article 9 In respect of application for establishment of foreign-funded advertising enterprises in the Pilot Zone or foreign investment enterprises applying for additional advertising business, the restrictions pertaining to the investor entity qualification and performance of advertising business shall be cancelled, and the requirement for number of years for establishment and operation of the investor shall be cancelled.
In respect of application for establishment of branches by foreign-funded advertising enterprises in the Pilot Zone, the restrictions pertaining to fully paid-in registered capital of the enterprise and the minimum advertising business turnover of RMB20 million shall be cancelled.
Article 10 The filing system shall be implemented for examination and approval of projects and establishment of branches of foreign-funded advertising enterprises in the Pilot Zone. For establishment of new foreign-funded advertising enterprises within the Pilot Zone, and change of equity joint venture parties after establishment or equity transfer, change of scope of advertising business and change in registered capital, the applicant shall submit filing materials to the sub-bureau in the Pilot Zone when applying for establishment and completing change registration formalities; where a foreign-funded advertising enterprise in the Pilot Zone has established a branch outside the Pilot Zone, it shall submit filing materials to the sub-bureau in the Pilot Zone within seven working days from obtaining the business license for the branch.
Article 11 The registration authorities shall conduct pro-forma examination of materials submitted by applicants. Applicants shall be responsible for the veracity of the materials.
Article 12 An applicant may apply for enterprise registration, foreign investment enterprise examination and approval (filing), organization code certificate and tax registration through electronic data exchange or onsite submission based on the needs. The registration authorities shall receive application materials submitted by the applicants to various functional departments and deliver the relevant certificates, licenses and documents on a unified basis.
Article 13 Except for farmer cooperatives and individually-owned businesses, the registration authorities shall issue to enterprises in the Pilot Zone a unified business license, the "Enterprise Business License".
Enterprises which have obtained their business license prior to implementation of these Provisions may apply to the registration authorities for re-issuance of a new version of business license.
Article 14 Enterprises in the Pilot Zone shall implement an annual report announcement system. Enterprises shall submit their annual report to the registration authorities through the market entity credit information announcement system during 1 March to 30 June every year and announce their annual report to the public. Enterprises shall commence submission of annual reports from the year following registration of establishment. Enterprises shall be responsible for the veracity and legitimacy of the annual reports submitted by them.
Pursuant to the provisions of the Procedures for the Administration of China (Shanghai) Pilot Free Trade Zone, procedures for annual report announcement by enterprises in the Pilot Zone shall be formulated separately.
Article 15 The registration authorities shall conduct random inspection of enterprise annual reports, and, if in the inspection or investigation following tip-offs, finding out that any enterprise has illegal act, declaration of untrue information or concealment of information or false undertaking, shall make an order for correction within a prescribed time limit, and record the enterprise in the bad credit list; for violation of administrative provisions on enterprise registration, punishment shall be given pursuant to the relevant administrative provisions on enterprise registration in addition to making correction by order, and information on the enterprise's legal representative and person(s)-in-charge shall be circulated to the relevant authorities.
Article 16 The registration authorities shall establish a abnormal operation list system, and record enterprises which fail to announce their annual reports within the prescribed time limit or enterprises which cannot be contacted through their registered address (business premises) in the abnormal operation list, and make it known to the public through the market entity credit information announcement system.
Where an enterprise has performed its annual report announcement obligation within three years from the date of being recorded in the abnormal operation list, it may apply to the registration authorities to be reinstated to the normal record status; enterprises which fail to perform the said obligation after the expiry of the three-year period shall be permanently included in the abnormal operation list by the registration authorities and shall not be reinstated to the normal record status, and shall be recorded in the serious offender enterprise list.
Article 17 The registration authorities shall upload, receive, provide feedback for enterprise registration, filing, licensing examination and approval, annual reports, administrative punishment information through the government affairs information sharing platform to materialize information sharing.
Article 18 Enterprises in the Pilot Zone relocating out from the Pilot Zone shall be handled pursuant to the provisions on administration of registration of enterprises outside the Pilot Zone.
Enterprises outside the Pilot Zone relocating into the Pilot Zone shall be handled with reference to these Provisions.
Article 19 Administration of registration of enterprises from foreign countries (regions) which engage in production and business activities in the Pilot Zone shall be implemented with reference to these Provisions.
Article 20 Matters not covered in these Provisions shall be handled pursuant to the relevant prevailing provisions on administration of enterprise registration.
Article 21 These Provisions come into force on 1 October 2013, effective for three years.
