DETAILED RULES FOR THE IMPLEMENTATION OF
REGISTRATION AND ADMINISTRATION OF ENTERPRISES
IN SHENZHEN SPECIAL ECONOMIC ZONE

(Approved January 18, 1984 by the Guangdong
Provincial People's Government and promulgated
February 9, 1984 by the Shenzhen Municipal
People's Government)

 

 

SUBJECT: SPECIAL ECONOMIC ZONES

ISSUING-DEPT: SHENZHEN SPECIAL ECONOMIC ZONE

ISSUE-DATE: 01/18/1984

IMPLEMENT-DATE: 02/09/1984

LENGTH: 2867 words

TEXT:

[Article 1] These Rules are formulated with a view to implementing the "Interim Provisions for the Registration of Administration of Enterprises in the Special Economic Zones in Guangdong Province" (hereinafter referred to as the "Interim Provisions for the Registration of Enterprises") in the light of the specific conditions in the Shenzhen Special Economic Zone (SEZ).

[Article 2] In accordance with Article 2 of the "Interim Provisions for the Registration of Enterprises", any enterprise set up in the Shenzhen SEZ shall apply to the Administration for Industry and Commerce of Shenzhen Municipality for registration and obtain a "Business Licence of the People's Republic of China" before going into operation.

In accordance with Article 5 of the "Interim Provisions for the Registration of Enterprises" those organising the setting up of resident offices of foreign enterprises or enterprises run by overseas Chinese or those from Hong Kong or Macao in the Shenzhen SEZ, and the appointment of resident representatives shall apply to the Administration for Industry and Commerce of Shenzhen Municipality for registration and obtain a "Registration Certificate for a Foreign Enterprise Resident Office in China", or a "Representative Certificate for a Foreign Enterprise Resident Office" or a "Registration Certificate for a Resident Office of Enterprise Run by Overseas Chinese or Hong Kong and Macao Compatriots", or a "Representative Certificate for a Resident Office of an Enterprise Run by Overseas Chinese or Hong Kong and Macao Compatriots".

Foreign enterprises or enterprises run by overseas Chinese or by Hong Kong and Macao compatriots, which undertake construction or renovation projects in the Shenzhen SEZ approved by the Municipal People's Government of Shenzhen, shall apply to the Administration for Industry and Commerce of the Shenzhen Municipality for registration and obtain a "Registration Certificate for Foreign Enterprises Run by Overseas Chinese or Hong Kong and Macao Compatriots to Contract for Projects in the Shenzhen SEZ".

Enterprises or their resident offices that have not been registered and have not obtained the relevant certificates shall not be allowed to go into operation or carry out resident office activities.

[Article 3] When an enterprise in the Shenzhen SEZ applies for registration, in addition to the presentation of documents specified in Article 3 of the "Interim Provisions for the Registration of Enterprises", it shall submit an application for registration of the enterprise jointly signed by the chairman and deputy chairman of its board of directors, or by its general manager and deputy general manager.

The contents of the application for registration of an enterprise are the same as those main items prescribed in Article 4 of the "Interim Provisions for the Registration of Enterprises".

[Article 4] Application for setting up a resident office or the appointment of representatives in the Shenzhen SEZ by a foreign enterprise or an enterprise run by overseas Chinese or Hong Kong and Macao compatriots shall, apart from presenting documents prescribed in Article 3(1) and (3) of the "Interim Provisions for the Registration of Enterprises", submit:

(1) An application signed by the chairman of the board or the general manager of the enterprise, contents of which shall include the name of the resident office to be set up, persons in charge, scope of business and duration of the office, etc.;

(2) A capital creditability certificate issued by a financial institution which has business contacts with the enterprise;

(3) A letter of authorisation by the enterprise to appoint the staff members of the resident office and curriculum vitae of the staff members.

A financial or insurance institution applying to set up a resident office and appoint representatives shall, apart from presenting documents specified in para. 1 of this Article, submit its statement of assets and liabilities and a statement of profits and losses verified by a certified public accountant of its head office, as well as its articles of association and a name list of the directors of the board of directors, etc.

[Article 5] A foreign enterprise or an enterprise run by overseas Chinese or Hong Kong and Macao compatriots, which contracts for projects in the Shenzhen SEZ shall, upon making an application for registration, submit the following documents:

(1) The approval document issued by the Shenzhen Municipal People's Government;

(2) The contract of the project undertaken;

(3) The legal business licence and a certificate of capital credit issued by the authorities concerned of the country or region where the enterprise is located;

(4) The "application form for executing capital construction projects" which has already been examined and approved by the Shenzhen Municipal Urban Construction Department;

(5) The application for registration signed by the chairman or the general manager of the contractor enterprise, the main items of which shall cover: the name of the enterprise and its address, scope of business, registered capital, the contracted projects and names and curriculum vitae of the principal resident members in the Shenzhen SEZ.

[Article 6] Enterprises, resident offices and enterprises contracting for projects, as well as foreign and overseas Chinese personnel, and those from Hong Kong and Macao among their staff members shall, on the strength of the certificates of approval, registration certificates and representative certificates, apply to the Shenzhen Municipal Public Security Bureau, banks, Customs houses and taxation offices, etc. for residence permits and other matters concerned.

[Article 7] The time limit for the registration of alterations made by any enterprise in the Shenzhen SEZ in accordance with Article 8 of the "Interim Provisions for the Registration of Enterprises" shall be 30 days from the date of approval of the change by the Shenzhen Municipal People's Government.

Registration of changes in a Sino-foreign joint venture or a co-operative venture shall require agreement in writing by the parties concerned to the venture, and an application for registration of such changes jointly signed by the chairman and deputy chairman of the board of directors, or by the general manager and deputy general manager of the new venture after changes.

Registration of changes in the form of capital transfer shall require an agreement jointly signed by the assignor and the assignee, and notarised by the Public Notary Office of Shenzhen Municipality.

[Article 8] No enterprise in the Shenzhen SEZ may apply for registration with the name and the trademark of an enterprise which has already been registered by others except with the permission of the proprietary owner of the trademark.

[Article 9] Enterprises in the Shenzhen SEZ which suspend their business for a period between six months and one year (for seasonal production enterprises, a period between one year and two years) shall report to the Shenzhen Municipal People's Government one month prior to the suspension for approval. Upon the approval being granted, the enterprise concerned shall file the case with the Administration for Industry and Commerce of Shenzhen Municipality. When the enterprise concerned resumes business, it shall one month prior to doing so report to the Shenzhen Municipal People's Government for approval and go through the procedures for the registration of its resumption of business of the Administration for Industry and Commerce of Shenzhen Municipality.

The Administration for Industry and Commerce of Shenzhen Municipality shall have the right to revoke the business licence of an enterprise which cannot resume production after its business suspension period expires, and shall report the case to the Shenzhen Municipal People's Government for filing. However, this does not apply to enterprises which have been granted approval by the Shenzhen Municipal People's Government for the extension of their business suspension periods.

[Article 10] Enterprises or resident offices which desire to register termination of business in accordance with Article 11 of the "Interim Provisions for the Registration of Enterprises", shall submit their application to the Shenzhen Municipal People's Government 30 days prior to the termination of their business activities. After clearing up their debts (including labor service charges) and taxes, they shall, with the approval documents and papers certifying the clearing up of the debts and taxes, go through the formalities for registration of termination of business at the Administration for Industry and Commerce of Shenzhen Municipality, and hand in their business licences or registration certificates, and representative certificate for cancellation.

[Article 11] Enterprises and resident offices in the Shenzhen SEZ shall, on applying for registration or filing changes, pay fees according to the following provisions:

(1) The fee for registration of an enterprise in the Shenzhen SEZ is calculated on the basis of its registered capital: for registered capital up to RMB 10 million, a registration fee shall be charged at the rate of 0.1%; and, if the registered capital exceeds RMB 10 million, a registration fee shall be charged at the rate of 0.1% for the first RMB 10 million and 0.5% for the remainder.

Should the registered capital be increased after the registration of an enterprise, the registration fee for the added portion shall be calculated and paid in accordance with the above-mentioned rates on the basis of the total registered capital after the addition.

The maximum registration fee for an enterprise shall be RMB 30,000 and the minimum shall be RMB 50. If the grand total of the registration fee for an enterprise exceeds RMB 30,000 according to the above rates, a registration fee of RMB 30,000 shall be charged. If the registration fee is less than RMB 50, a registration fee of RMB 50 shall be charged.

(2) Fees for registration of changes in enterprises in the Shenzhen SEZ shall be RMB 100.

No fees for registration of changes in enterprises in the Shenzhen SEZ shall be charged for an increase in registered capital if the registration fee has already been paid.

(3) A resident office or a resident representative applying for registration shall pay RMB 600 as a registration fee. The term of validity of a registration certificate is one year. Where the term of validity is extended upon approval, registration of the extension shall be made while the registration certificate or representative certificate shall be renewed, and a fee of RMB 300 shall be paid. One has to pay RMB 100 for registering changes when going through the registration procedures for changes.

(4) The registration fee for contractor enterprises shall be calculated and paid at the rates as stipulated in para. 1 of this Article on the basis of 20% of the contracted value of the project.

(5) For overseas Chinese or Hong Kong and Macao compatriots who set up wholly owned enterprises in the Shenzhen SEZ with the approval of the Shenzhen Municipal People's Government, as well as joint equity and contractual joint ventures run by them with Chinese enterprises, may enjoy a 50% reduction of registration fee and the fee for registering changes.

Enterprises run by overseas Chinese or Hong Kong and Macao compatriots which set up resident offices and appoint resident representatives or contract projects in the Shenzhen SEZ after approval by the Shenzhen Municipal People's Government may also enjoy a 50% reduction of registration fees or fees for registering changes.

[Article 12] Any enterprise in the Shenzhen SEZ that engages in business activities abroad or in Hong Kong or Macao is required to submit a "Business Certificate of the People's Republic of China" verified and issued by the Administration for Industry and Commerce of Shenzhen Municipality and certified by a legal entity. The fee for the issuance of each licence is RMB 20.

[Article 13] Any enterprises in the Shenzhen SEZ which violate the "Interim Provisions for the Registration of Enterprises" or these Rules shall be penalised according to the following provisions:

(1) An enterprise which starts business on its own without going through the registration procedures shall be subject to a fine of RMB 1,000 or up to RMB 10,000 according to the seriousness of the case. An enterprise may be ordered to stop business operations if it fails to go through the registration procedures retroactively after receiving a warning notice from the Administration for Industry and Commerce of Shenzhen Municipality.

(2) In the event of a delay in attending to the registration procedures or registration of changes, the enterprise concerned shall be subject to a fine of RMB 10 per day.

(3) When an enterprise operates illegally beyond the registered business scope, its illicit income shall be forfeited or a fine of up to four times its illicit income shall be imposed on the enterprise.

(4) In the event of a false or misleading statement of capital or of the number of workers and staff, the enterprise concerned shall be given a warning or fined up to RMB 3,000, or it may be ordered to stop business operations according to the seriousness of the case.

(5) In the event of forgery of certificates, taking another's place by assuming his name, or concealing one's personal status, the enterprise in question shall be subject to a fine of up to RMB 20,000 and its business licence shall be revoked.

(6) In the event that the illegal acts as specified in para. 3 and 5 of this Article constitute criminal offences, the judicial organs in the Shenzhen Municipality, shall in accordance with laws, investigate and determine the legal responsibility of the persons directly responsible for such acts.

Foreign enterprises and enterprises run by overseas Chinese or Hong Kong and Macao compatriots, which undertake projects in the Shenzhen SEZ and violate the "Interim Provisions for the Registration of Enterprises" or the present Rules, shall be penalised according to the stipulations in the preceding paragraph.

[Article 14] When resident offices or resident representatives in the Shenzhen SEZ set up or appointed by foreign enterprises or enterprises run by overseas Chinese or Hong Kong and Macao compatriots, are in violation of the "Interim Provisions for the Registration of Enterprises" or the present Rules, they shall be penalised according to the following provisions:

(1) Should the enterprise carry out their resident business activities without registration and registration certificates, or engage in direct profit-making activities it may be ordered to cease business and be subject to a fine of up to RMB 20,000.

(2) Should the enterprise fail to register changes or rescind registration, or change the original items of the registration arbitrarily, the resident office or representative shall be subject to a fine of up to RMB 5,000, or their registration certificates or representative certificates may be revoked according to the seriousness of the case.

(3) Should the enterprise be involved in illegal activities such a speculation and fraud, etc., all illegally gained income shall be forfeited and a fine of up to four times the value of illegal gains shall be imposed, or their registration certificates or representatives certificates may be revoked. Should the acts be in violation of the "Criminal Law of the People's Republic of China" and constitute a criminal offence, the judicial organs in the Shenzhen Municipality shall investigate and determine the criminal responsibility of the persons directly responsible for such acts.

[Article 15] Enterprises or offices that have not yet been registered prior to the promulgation of the present Rules shall go through the registration procedures within one month after the promulgation of these Rules, otherwise they shall be penalised in accordance with para. 1(1) of Article 13 of the present Rules.

[Article 16] Administrative penalties provided in Articles 13, 14 and 15 of these Rules shall be determined and enforced by the Administration for Industry and Commerce of the Shenzhen Municipality.

Should the parties concerned not agree to the administrative penalties imposed by the Administration for Industry and Commerce of Shenzhen Municipality, they may appeal to the Administration for Industry and Commerce of Guangdong Province for reconsideration or bring a suit at Shenzhen Municipal People's Court within 15 days from the date of receipt of the decision of the administrative penalty

[Article 17] When Taiwan compatriots and their enterprises set up enterprises or resident offices, or appoint resident representatives, or contract projects in the Shenzhen SEZ, the relevant provisions of these Rules concerning overseas Chinese, Hong Kong and Macao compatriots and their enterprises shall apply.

[Article 18] These Rules shall come into force on the day of promulgation.