Measures for The Implementation of Administration of Enterprise Name Registration

Decree No.93 of the State Administration for Industry and Commerce The "Measures for the Implementation of Administration of Enterprise Name Registration" has been adopted by the standing meeting of the State Administration for Industry and Commerce, are hereby promulgated and shall enter into force on January 1, 2000. Director general of the State Administration for Industry and Commerce: Wang Zhongfu December 8,1999

Measures for the Implementation of Administration of Enterprise Name Registration

Chapter I General Provisions

Article 1

These Measures are formulated in order to strengthen and perfect administration of enterprise name registration, protect lawful rights and interests of owners of enterprise names, and maintain a fair competition order in accordance with the Provisions on Administration of Enterprise Name Registration and relevant laws, administrative regulations.

Article 2

These Measures are applicable to registration of enterprise names of enterprise legal persons and enterprises unqualified as legal persons by administrative organs for industry and commerce.

Article 3

Enterprises shall select their own names and apply for registration according to law.
Enterprises enjoy name rights from the date of establishment.

Article 4

Administrative organs for industry and commerce at various levels shall approve and register enterprise names according to law.
Enterprise names registered beyond power limit shall be rectified.

Article 5

Administrative organs for industry and commerce shall carry out administration of enterprise name registration at different levels.
The State Administration for Industry and Commerce takes charge of nationwide administration of enterprise name registration, and is responsible for approval of the following enterprise names:
(1) those preceded by such words as "Zhongguo" or"Zhonghua" (both mean China) or "Guajia" (State) or "Guoji" (international);
(2) those using such words as "Zhongguo" or "Zhonghua" (both mean China) or "Guojia" (State) or "Guoji" (international);
(3) those excluding administrative division.
Local administrative organs for industry and commerce are responsible for the approval of the following enterprise names other than those stipulated in the preceding paragraph:
(1) those preceded by administrative division at the same level;
(2) those conforming to those including the same administrative division inArticle 12 of these Measures.
The administrative organs for industry and commerce with rights to approve names of foreign investment enterprises authorized by the State Administration for Industry and Commerce approve names of foreign investment enterprises according to these Measures.

Chapter II Enterprise Names

Article 6

Names of enterprise legal persons may not include names of other legal persons unless otherwise provided for by the State Administration for Industry and Commerce.

Article 7

The name of an enterprise may not include the name of another enterprise.
The name of an enterprise?s branch shall be preceded by the name of the enterprise to which it is affiliated.

Article 8

Enterprise names shall be in Chinese characters which conform to the norms of the State, may not use foreign words, the Chinese phonetic alphabet or Arabic numbers.
Where names of enterprises need to be translated into foreign languages, the enterprises will translate them by themselves according to the word translation principles, need not to report them to administrative organs for industry and commerce for approval and registration.

Article 9

An enterprise name shall be composed of administrative division, the shop name, trade and organizational form in proper order except as otherwise provided for by law, administrative regulations and these Measures.

Article 10

Except the enterprises the establishment of which is decided by the State Council, enterprise names shall not be preceded by such words as "Zhongguo" or "Zhonghua" (both mean China) or "Guajia" (State) or "Guoji" (international).
Where such words as "Zhongguo" or "Zhonghua" (both mean China) or "Guajia" (State) or "Guoji" (international) are used in the middle of the enterprise names, such words shall be attributive words to the trade.
Foreign-capital enterprises which use the shop names of the enterprises funded by the investments from a foreign country(region) may use the word "(China)".

Article 11

The administrative division in an enterprise name is the name or place name of the administrative division of area at the place where such enterprise is located at or above the county level.
A name of a district under a city may not be used separately as the administrative division in an enterprise name. An enterprise name using a district under a city together with the name of the city administration division shall be approved by the administrative organ for industry and commerce of the city.
An enterprise name used together with the administrative division of a province, city or county shall be approved by the administrative organ for industry and commerce of the administrative area at the highest level.

Article 12

Enterprise legal persons meeting the following conditions may place the administrative division in the names after the shop names and before the organizational forms.
(1) where the shop names of the holding enterprises are used;
(2) where such the names of holding enterprises exclude administrative division.

Article 13

Upon approval of the State Administration for Industry and Commerce, enterprise legal persons meeting one of the following conditions may use enterprise names which exclude administrative division:
(1) where the approval is conducted by the State Council;
(2) where the registration is conducted by the State Administration for Industry and Commerce;
(3) where the registered capital (or registered fund) is not less than 50000000 yuan;
(4) where it is stipulated by the State Administration for Industry and Commerce otherwise.

Article 14

A shop name in an enterprise name shall be composed of more than two Chinese characters.
An administrative region may not be used as a shop name, unless the place name of an administrative region at or above the county level has other meanings.

Article 15 An enterprise name may use the name of a natural person investor as the shop name.

Article 16

The sector expression in an enterprise name shall be the terms reflecting the nature of economic activities of the enterprise which belong to the national economy sector or enterprise business characteristics.
The contents of the sector expression in an enterprise name shall conform to the business scope of the enterprise.

Article 17

Where the nature of economic activities belong to the different big classifications of the national economy sector, the terms of the classifications of the national economy sector to which the nature of economic activities belong shall be chosen to express the sector in the enterprise name.

Article 18

Where the terms of the classifications of the national economy sector are not used to express the sector in which an enterprise is engaged, the following conditions shall be met:
(1) where the nature of economic activities of the enterprise belong to more than five big classifications of the national economy sector;
(2) where the registered capital (or registered fund) is more than 100000000 yuan or is the parent company of the enterprise group;
(3) where the shop names of the enterprise name approved or registered by the same administrative organ for industry and commerce are different.

Article 19

An enterprise may use the name of a country (region) or the place name of the administrative division at or above the county level after the shop name in the name to reflect its business characteristics.
The place name above shall not be deemed as an administrative division in an enterprise name.

Article 20

An enterprise name shall not explicitly or implicitly have the business exceeding its business scope.

Chapter III Registration of Enterprise Names

Article 21

Only one enterprise name shall be permitted to be indicated on the enterprise business license.

Article 22

Anyone who intends to establish a company shall apply for an approval of a name in advance.
Where establishment of an enterprise must be submitted for examination and approval as stipulated by laws and administrative regulations or there are items which must be examined and approved as stipulated by laws and administrative regulations in its business scope, the enterprise name approval in advance must be handled before submission for examination and approval, and the enterprise name approved by the administrative organ for industry and commerce shall be used for submission for examination and approval.
Anyone who intends to establish other enterprises may apply for an approval of a name in advance.

Article 23

For applying for approval of an enterprise name in advance, the appointed representative or authorized agents by all the contributors, partners or cooperators(hereinafter referred uniformly to as investors) shall submit the following documents to the administrative organ for industry and commerce having jurisdiction over name approval:
(1) an application for approval of an enterprise name in advance signed by all the investors, which specifies such contents as the name of the enterprise(a candidate name may be specified) to be established, address, the business scope, registered capital(or registered fund), tides or names of the investors and amount of contribution;
(2) certificates on the appointed representative or authorized agent signed by all the investors;
(3) qualifications certificates of the appointed representative or authorized agent;
(4) qualifications certificates of all the investors; and
(5) other documents which the administrative organ for industry and commerce requires to submit.

Article 24

The administrative organ for industry and commerce shall make a decision of approval or rejection of the application for approval of the enterprise name in advance within ten days from the date of acceptance. If an approval is conducted , an Enterprise Name Approval in Advance Notice will be issued; if an approval is not conducted, an Enterprise Name Rejection Notice will be issued.

Article 25

Where an enterprise establishment registration is applied and the approval of the enterprise name has been conducted, an Enterprise Name Approval in Advance Notice shall be submitted.
Where the name of the enterprise to be established involves the provisions of laws and administrative regulations under which a report for examination and approval must be made and the document of the examination and approval can not be submitted, the registration organ shall not register the enterprise name approved in advance.
Where the approval of the enterprise name in advance and registration of the enterprise are not conducted at the same administrative organ for industry and commerce, the registration organ shall, within 30 days from the date of registration of the enterprise, send the relevant registration information to the administrative organ for industry and commerce approving the enterprise name for the record.

Article 26

An enterprise that intends to change its name shall apply to the registration organ for change registration.
Where the name applied for change by an enterprise is subject to the jurisdiction of the registration organ, the registration organ shall handle the change registration directly. If the original enterprise name was approved by another administrative organ for industry and commerce, the registration organ shall, within 30 days from the date of approval of registration of the enterprise, send the relevant registration information to the administrative organ for industry and commerce approving the original enterprise name for the record.
Where the name applied for change by an enterprise is not subject to the jurisdiction of the registration organ, the matter shall be handled in accordance with the provisions of Article 27 of these Measures.
An enterprise shall, within 30 days from the date of approval of the enterprise name change registration, apply for undertaking registration in change of the names of its branches.

Article 27

Where the name applied for change by an enterprise is not subject to the jurisdiction of the registration organ, the matter shall be handled in accordance with the following provisions:
(1) The enterprise shall apply to the registration organ for change registration, and submit the following documents:
(i) a written application for the enterprise name change;
(ii) theArticle of associations of the enterprise;
(iii) a duplicate copy of the business license; and
(iv) other relevant documents.
(2) The registration organ shall submit the following documents to the administrative organ for industry and commerce having jurisdiction over name approval:
(i) the examination opinion of the said organ on the name the enterprise intends to change;
(ii) the documents listed in the preceding paragraph, of which the duplicate copy of the business license shall be affixed to the seal of the registration organ.
(3) The administrative organ for industry and commerce shall, within ten days from receipt of the materials submitted, shall make a decision of approval or rejection of the applied enterprise name in advance. If an approval is conducted, an Enterprise Name Change Approval Notice will be issued; if an approval is not conducted, an Enterprise Name Rejection Notice will be issued.
(4) The registration organ shall make a decision of approval or rejection of the change registration of the enterprise name within the time limit stipulated by laws and administrative regulations after receipt of the Enterprise Name Change Approval Notice or the Enterprise Name Rejection Notice.
Where change of the name of the enterprise involves the provisions of laws and administrative regulations under which a report for examination and approval must be made and the document of the examination and approval can not be submitted, the registration organ shall not handle the change registration of the enterprise name approved by the Enterprise Name Change Approval Notice.
(5) The registration organ shall, within 30 days from the date of approval of the change registration of the enterprise name, send the relevant registration information to the administrative organ for industry and commerce approving the enterprise name for the record.

Article 28

The period of validity for an enterprise name approved by the Enterprise Name Change Approval Notice shall be six months and will be cease to be valid automatically at the expiry of the period of validity.

Article 29

When the relevant business operation right of an enterprise has been cancelled and its name also reflects such business, the enterprise shall apply to the registration organ for such registration item as change of its enterprise name within one month from the date of canceling of such business operation right.

Article 30

Where an enterprise handles cancellation registration or has its business license revoked if its name was approved by another administrative organ for industry and commerce, the registration organ shall sent to the administrative organ for industry and commerce approving the name of the enterprise the relevant cancellation registration information or the decision of administrative punishment for the record.

Article 31

Where a name of an enterprise is under one of the following circumstances, no approval may be conducted:
(1) where it is same with the name and the shop name of the enterprise of the same sector approved or registered by the same administrative organ for industry and commerce, with the exception of those having investment relationship;
(2) where it is the same with the name and the shop name of the enterprise conforming to the provisions ofArticle 18 of these Measures approved or registered by the same administrative organ for industry and commerce, with the exception of those having investment relationship;
(3) where it is the same with the original name of another enterprise whose name has been changed less than one year;
(4) where it is the same with the name of the enterprise which has been cancelled or whose business license has been revoked less than three years; or
(5) where it is in violation of laws and administrative regulation in other ways.

Article 32

The administrative organ for industry and commerce shall establish enterprise name approval and registration archives.

Article 33

The formats of the Enterprise Name Approval in Advance Notice, Enterprise Name Change Approval Notice, Enterprise Name Rejection Notice and the forms for approval and registration of enterprise names shall uniformly be produced by the State Administration for Industry and Commerce.

Article 34

The names of the enterprises from a foreign country (region) shall be protected in accordance with the relevant provisions of the Paris Convention for the Protection of Industrial Property.
The State Administration for Industry and Commerce ceases to accept the registration of the names of the enterprises from a foreign country (region) within the Chinese territory. The periods of the Certificates of Enterprise Name Registration which have been issued already may not be extended after expiry of the periods of validity.

Chapter IV Use of Enterprise Names

Article 35

An enterprise whose name has been approved in advance during reservation period may not use it for carrying out business for profit, may nor transfer it.
An enterprise that intends to change its name shall not use the enterprise name approved and changed in the Enterprise Name Change Approval Notice for carrying out business for profit, may not transfer it, either.

Article 36

An enterprise shall indicate its enterprise name at its domicile.

Article 37

The name used for the seal, bank account, stationary, products or their packages of an enterprise shall be identical to the enterprise name in the business license.

Article 38

The name used in the legal documents of an enterprise shall be identical to the enterprise name in the business license.

Article 39

Use of an enterprise name shall conform to the principle of honesty and credibility.

Chapter V Supervision, Administration and Dispute Settlement

Article 40

Administrative organs for industry and commerce at various levels shall, according to law, supervise and administer the acts of using enterprise names by the enterprise engaged in activities within the areas under their jurisdiction.

Article 41

The enterprise names already registered, which cause deception or misunderstanding with the public or damage lawful rights and interests of others during being used, shall be determined as inappropriate enterprise names and rectified.

Article 42

Violation of the provisions ofArticle 35 of these Measures shall be dealt with according to item (4) ofArticle 26 of the Provisions on Administration of Enterprise Name Registration.

Article 43

Use of the enterprise name for the products or the packages in violation of the provisions ofArticle 37 of these Measures shall be dealt with according to item (1) ofArticle 26 of the Provisions on Administration of Enterprise Name Registration.
The enterprise name used for the seal, bank account and stationary of an enterprise in violation of the provisions ofArticle 37 of these Measures shall be dealt with according to item (5) ofArticle 26 of the Provisions on Administration of Enterprise Name Registration.

Article 44

Failure to use an enterprise name according to the registration in other ways, which causes deception or misunderstanding with the public or damages lawful rights and interests of others shall be dealt with according toArticle 26 of the Provisions on Administration of Enterprise Name Registration.

Article 45

An enterprise may, due to a name dispute arising between another person, apply to the administrative organ for industry and commerce for disposition or bring a suit in a people?s court.

Article 46

When an enterprise requests the administrative organ for industry and commerce to dispose a name dispute, it shall submit to the administrative organ for industry and commerce approving the name of another person the following materials:
(1) an application, which shall be signed by the applicant and specifies such contents as the situations of the applicant and claimant, facts and reasons for the name dispute and items for the claim;
(2) qualifications certificates of the applicant;
(3) materials for burden of proof;
(4) other relevant materials.
Where it is an entrusted agency, a letter of entrusted agency and the qualifications certificate of the entrusted person shall also be submitted.

Article 47

The administrative organ for industry and commerce shall, after acceptance of the enterprise name dispute, conduct a disposition within six months according to the following procedures within one month:
(1) to investigate and verify the registration of the enterprise names of the applicant and claimant;
(2) to investigate and check the materials submitted by the applicant and the relevant dispute situations;
(3) to inform the claimant the relevant name dispute situations and demand the claimant to submit written opinions to the dispute issue;
(4) to make a disposition according the principle of protection of industrial property and the relevant provisions on administration of enterprise name registration.

Chapter VI Supplementary Provisions

Article 48

The following names that need to be registered at the administrative organ for industry and commerce may be handled by reference to the Provisions on Administration of Enterprise Name Registration and these Measures:
(1) a name of an enterprise group, whose composition is the administrative division + the shop name + the sector + the word of "group";
(2) a shop name and name of an individual industrial and commercial household;
(3) names of other organizations that need to register their names at administrative organs for industry and commerce according to provisions.

Article 49

These Measures shall enter into force as of January 1, 2000.
The Circular on the Relevant Issues of Implementation of the Provisions on Administration of Enterprise Name Registration (GongShangQiZi [1991] No.309), the Supplementary Circular on the Relevant Issues of Implementation of the Provisions on Administration of Enterprise Name Registration (GongShangQiZi [1992] No.283) and the Circular on the Relevant Issues of Registration and Administration of Names of Foreign Investment Enterprises (GongShangQiZi [1993] No.152) of the State Administration for Industry and Commerce shall be repealed simultaneously.
The provisions relating to enterprise names in other documents of the State Administration for Industry and Commerce which conflict with the Provisions on Administration of Enterprise Name Registration and these Measures shall be nullified simultaneously.