LAWS, RULES AND REGULATIONS OF FOREIGN DIRECT
INVESTMENTS IN CHINA
Provisions on Administration of Enterprise Name Registration
Provisions on Administration of Enterprise Name Registration
(Effective Date:1991.09.01--Ineffective Date:)
Article 1 These Provisions are formulated in order to strengthen the administration of enterprise name, protect lawful rights and interests of enterprises, and maintain social and economic order.
Article 2 These Provisions are applicable to enterprises qualified as legal persons or required to be registered according to law within China's territory.
Article 3 An enterprise name, when being applied for registration by an enterprise, shall be examined and approved by the competent registration authorities. An enterprise name can be used only after it has been approved and registered, and an exclusive right to its use shall be enjoyed within a prescribed scope.
Article 4 The competent registration authorities of enterprise names (hereinafter referred to as "the competent registration authorities") are the State Administration for Industry and Commerce and its local administrations at various levels. The competent registration authorities may approve or reject an enterprise name registration application, supervise and administer the utilization of the enterprise name, and protect the exclusive right to the use of enterprise name.
In accordance with the Regulations of the People's Republic of China for Controlling the Registration of Enterprises as Legal Persons, the competent registration authorities shall carry out gradation administration of registration of enterprise names. Names of enterprises with foreign investment shall be approved by the State Administration for Industry and Commerce.
Article 5 The competent registration authorities are entitled to rectify the inappropriate enterprise names already registered. The competent registration authorities at higher level are entitled to rectify the inappropriate enterprise names registered by the competent registration authorities at lower level.
Any unit or individual may require to the competent registration authorities to rectify an inappropriate enterprise name registered.
Article 6 An enterprise is permitted to use one name only which shall not be the same as or similar to the name of an enterprise already registered in the same trade within the jurisdiction of the competent registration authority.
For special requirements, an enterprise may use a subordinate name within a prescribed scope after obtaining an approval from the competent registration authorities at or above the provincial level.
Article 7 An enterprise name shall consists of the components in the following order: the shop name (or trade name, similarly hereinafter), trade or business operation characteristics and organizational form.
An enterprise name shall be preceded by the name of the administrative area such as the province (including autonomous region and municipality directly under the Central Government, similarly hereinafter) or the city (including prefecture, similarly hereinafter) or the county (including district under a city, similarly hereinafter) where the enterprise is located.
Any of the following enterprises may use an enterprise name not preceded by the name of the administrative area where it is located after obtaining approval from the State Administration for Industry and Commerce:
(1) enterprises listed in Article 13 of these Provisions;
(2) enterprises with long history and famous shop names; or
(3) enterprises with foreign investment.
Article 8 Enterprise names shall be in Chinese characters; besides, enterprise names in national autonomous areas may be simultaneously in the language commonly used in the locality.
Where an enterprise also uses a name in foreign language, the name in foreign language shall conform to its Chinese name and also shall be registered with the competent registration authority.
Article 9 Enterprise names may not contain any of the following contents or words:
(1) those being detrimental to the State and social public interests;
(2) those causing fraudulence or misunderstanding to the public;
(3) names of foreign countries (regions) and names of international organizations;
(4) names of political parties, of party, government or army departments, of people's organizations, of social organizations or military designations of military units;
(5) Chinese phonetic alphabet (except for those used in a name in foreign language) or figures; or
(6) those being prohibited by laws or administrative regulations.
Article 10 An enterprise may choose its shop name. The shop name shall be composed of more than two Chinese characters.
An enterprise may use the name of the locality where it is located or that of another place as its shop name if it has proper reasons, but it may not use the name of an administrative area at or above the county levels.
A private enterprise may use the name of its investor as its shop name.
Article 11 An enterprise, based on its main business, shall indicate the sector in which it belongs or its business characteristics in its name according to the classifications specified in the national trade classification standards.
Article 12 An enterprise shall indicate its organizational form, clearly and easily to be understood, in its name in accordance with its organizational structure or liability form.
Article 13 Any of the following enterprises may apply for using "Zhongguo" or "Zhonghua" (both mean China) or "Guoji" (international) in its enterprise name:
(1) national corporations;
(2) large-size import and export enterprises approved by the State Council or by its authorized bodies;
(3) large-size enterprise groups approved by the State Council or by its authorized bodies;
(4) other enterprises determined by the State Administration for Industry and Commerce.
Article 14 Where an enterprise sets up branches, the name of the enterprise and its branches shall comply with the following requirements:
(1) When the word "general" is used in an enterprise name, the enterprise shall have three or more branches;
(2) Where an enterprise's branch cannot bear independently its own civil responsibilities, its name shall be preceded by the name of the enterprise to which it is affiliated, contain the words "branch of company," "branch of factory" or "branch shop" and indicate the trade of the branch as well as the name of the administrative area where it is located. If the trade of the branch is the same to that of the enterprise, the trade indication may be dispensed with in the branch name;
(3) Where a branch can bear independently its own civil responsibilities, it shall use an independent enterprise name and may use the shop name of the enterprise to which it is affiliated;
(4) A sub-branch set up by a branch that can bear independently its own civil responsibilities may not include the general enterprise's name in its own name.
Article 15 The name of a joint operated enterprise may use any partner's shop name but not the partner's enterprise name, and shall include the words "joint operated" or "joint."
Article 16 With special reasons, an enterprise may apply separately for its enterprise name registration in advance before its business operation registration. When applying separately for the enterprise name registration in advance, the application signed by the head of the enterprise organizing group, the draft articles of association and the approvals issued by the competent authority or an examining and approving department shall be submitted.
Article 17 An enterprise with foreign investment shall apply separately for its enterprise name registration in advance after getting the approvals of its project proposal and feasibility study report, before getting the approvals of contract and articles of association. When applying separately for the enterprise name registration in advance, the application signed by the head of the enterprise organizing group, approvals of project proposal and feasibility study report and the certificate of its legal business operation issued by the competent authority of the foreign country (region) where the investor comes from shall be submitted.
Article 18 The competent registration authority shall make a decision of approval or rejection within ten days from the date of receipt of all necessary supporting materials to the application submitted by the enterprise for a separate enterprise name registration in advance.
When the application for a separate enterprise name registration in advance is approved, the competent registration authority shall issue to the enterprise a Certificate of Enterprise Name Registration.
Article 19 The period of reservation for a separate registered enterprise name in advance is one year after it has been approved. An enterprise whose preparatory period has been approved may retain its registered name until the end of the preparatory period. During the reservation period, the enterprise may not use the reserved name for carrying out its business for profit.
The enterprise name shall automatically cease to be effective if the enterprise fails to go through the formalities for its business operation registration. The enterprise shall hand back its Certificate of Enterprise Name Registration within ten days after the expiry of reservation period to the competent registration authority.
Article 20 The name used for seal, bank account, signboard and correspondence papers of an enterprise shall be identical with the registered enterprise name. The signboard of an enterprise name of commerce, public catering or service trade may be duly simplified, only the simplified name shall be reported to the competent registration authority for record.
Article 21 The competent registration authority shall not approve the registration of an enterprise name if the name applied for registration is the same as or similar to any of the following enterprise names:
(1) that of an enterprise which has been dissolved for less than three years;
(2) that of an enterprise whose business licence has been revoked for less than three years; or
(3) that of an enterprise whose registration has been cancelled for less than one year for the reasons not specified in Items (1) and (2) of this Article.
Article 22 An enterprise name which has been approved and registered may not be applied for a change within one year without special reasons.
Article 23 An enterprise name may be assigned with the enterprise or parts of the enterprise.
An enterprise name may only be assigned to one enterprise. The assignor and assignee of the enterprise name shall sign a written contract or agreement which shall be reported to the original competent registration authority for approval.
The assignor may not continue to use the assigned enterprise name after the assignment.
Article 24 Where two or more enterprises apply for registration of one same enterprise name which is in conformity with the provisions to the same registration authority, the authority shall examine and verify the application according to the principle of earlier application. The enterprises shall make an agreement between them through consultation if they submit their applications on the same day; if they fail to reach an agreement, the competent registration authority shall make its decision thereupon.
Where two or more enterprises apply for registration of the same enterprise name to different registration authorities, the registration authorities shall examine and verify the applications according to the principle of earlier acceptance of the application. The enterprises shall make an agreement between them through consultation if the applications are accepted on the same day. If they fail to reach the agreement, the relevant registration authorities shall report to their common higher registration authority for a decision.
Article 25 Where two or more enterprises dispute over one same or similar enterprise name already registered, the competent registration authority shall make a decision according to the principle of earlier registration.
Where a Chinese enterprise and an enterprise of a foreign country (or region) dispute over an enterprise name in China's territory and appeal for an adjudication to a competent registration authority, the State Administration for Industry and Commerce shall make a decision in accordance with the principles specified in the international treaties which China has concluded or participated, or these Provisions.
Article 26 Any of the following acts in violation of these Provisions shall be punished by a competent registration authority according to the seriousness of the case:
(1) In the case of the use of an unregistered enterprise name in production or business operation, the cessation of operation shall be ordered, the illegal income shall be confiscated or a fine of more than 2,000 but less than 20,000 yuan (RMB) shall be imposed; for serious cases, the above punishments may be concurrently enforced;
(2) In the case of an unauthorized change of an enterprise name, a warning shall be issued or a fine of more than 1,000 but less than 10,000 yuan (RMB) shall be imposed and a time limit to handle change registration procedures shall be set;
(3) In the case of assigning or leasing an enterprise name without authorization, the illegal income shall be confiscated and a fine of more than 1,000 but less than 10,000 yuan (RMB) shall be concurrently imposed;
(4) In the case of the use of an enterprise name for production or business operation during the period of its reservation or the failure to hand back the Certificate of Enterprise Name Registration to the competent registration authority within the time limit at the expiry of the reservation period, a warning shall be issued or a fine of more than 500 but less than 5,000 yuan (RMB) shall be imposed;
(5) In the case of a violation of Article 20 of these Provisions, a warning shall be issued and a fine of more than 500 but less 5,000 yuan (RMB) concurrently shall be imposed.
Article 27 Where the registered name of one enterprise is used without authorization by another enterprise or the former's exclusive right to use of its registered name is infringed in any other way, the infringed party may apply to the registration authority of the area where the infringer is located for handling the case. The registration authority has the power to order the infringer to cease the infringement and compensate the infringed party for the loss thus incurred, and to confiscate the illegal income and impose concurrently a fine of more than 5,000 but less than 50,000 yuan (RMB).
The infringed party may bring a suit directly in the people's court for handling a case of infringement on the exclusive right to use of a registered name.
Article 28 Any party dissatisfied with the specific administrative act taken by a competent registration authority under these Provisions may, within 15 days from receipt of the decision, apply to the competent registration authority at the next higher level for reconsideration. The competent registration authority at the next higher level shall make a decision of reconsideration within 30 days from the date of receipt of the application. Any party dissatisfied with the decision of the reconsideration made by the said authority may file a suit in the people's court according to law.
If no application for reconsideration is made up to the expiration of the said period, or the decision of the reconsideration is not accepted after the reconsideration and no suit is filed in the people's court, the registration authority may force the enterprise to change its name, revoke its business license and notify the bank to withhold the fine or the confiscation involved from its account according to stipulated procedure.
Article 29 An enterprise of a foreign country (region) may apply for registration of its name in the territory of China.
A foreign (regional) enterprise shall apply to the State Administration for Industry and Commerce for its name registration with the submission of an application signed by its legal representative, its articles of association and a certificate of its legal business operation issued by a competent authority of the country (region) where the enterprise comes from. The competent registration authority shall make a preliminarily examination thereof within a period of 30 days from the date of receipt of the papers necessary for the registration. If the application is preliminarily approved, an announcement shall be published. The period of announcement for a foreign (regional) enterprise is six months. If no objection is filed within the period or if the objection is not justified, the registration shall be approved and the period of reservation of the registered enterprise name shall be five years. After a foreign (regional) enterprise name registration is approved, a Certificate of Enterprise Name Registration shall be issued by the competent registration authority. Where a foreign (regional) enterprise intends to make a change after the registration of its enterprise name or to extend its reservation period on its expiry, a new application for registration shall be made.
Article 30 The registration and control of the name of an institution, business unit operated by an institution or an individual industrial or commercial household which is to be registered with a competent registration authority shall be handled with reference to these Provisions.
Article 31 The continuous use of an enterprise name that has been approved and registered prior to the effectiveness of these Provisions shall be allowed. However, a rectification is required for any such name which is in serious discord with these Provisions.
Article 32 The Certificate of Enterprise Name Registration shall be uniformly made by the State Administration for Industry and Commerce.
Article 33 The State Administration for Industry and Commerce is responsible for the interpretation of these Provisions.
Article 34 These Provisions shall enter into effect as of September 1, 1991. The Interim Provisions on the Registration of Names of Industrial and Commercial Enterprise, approved on May 23, 1985 by the State Council and promulgated on June 15, 1985 by the State Administration for Industry and Commerce, shall annulled on the same date.
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