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Registration of Change of Limited Liability Company and Company Limited by Shares

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1.Documents a limited liability company should submit for registration

Whenever it changes its name, residence, legal representative, registered capital, type of enterprise, scope of business or duration of operation, shareholders of the company should apply for regulation of change with the industry and commerce administration authority, submitting the following documents:

 

(1)Application for Registration of Change of Company signed by its legal representative;

 

(2)Resolution or decision made by the company in accordance with the Company Law;

 

(3)Other related documents and certificates;

 

(4)Where a company change of registered items relates to amending the company's articles of association, the amended articles of association or the amendment of the articles of association shall be submitted.

 

Specifications for change of registered items:

 

(1)A company which changes its name should apply for name pre-approval name before making registration of change within thirty days from the date of making the resolution or decision of change. The changed name referring to or including such words as Chongqing China etc., or not including the name of the administrative division should undergo inquiry or be submitted for approval;

 

(2)A company, where it changes its domicile, should apply for registration of change within thirty days from the date it moves to the new domicile and submit the certificate of using the new domicile;

 

(3)A company which changes its legal representative should apply for registration of change within 30 days from the date of the shareholders?meeting or the board of directors making the resolution or decision and submit documents of tenure of office and identity certificate of the new legal representative and the documents of dismission of the former legal representative;

 

(4)A company which changes registered capital shall submit the investment verification certificate issued by a legally authorized investment verification authority. A company which increases its registered capital shall apply for registration of change within 30 days from the date of paying in full share funds. A company which reduces its registered capital shall publish the company public notices of reducing registered capital on a newspaper three times within thirty days from the date of the shareholders?meeting making the resolution or decision of reducing registered capital, and shall apply for registration of change with the registration authority ninety days after the date of the first public notice, and shall submit the relevant certificates of the company public notices of all three times and the company illustration of paying debt or of debt assurance;

 

(5)A company which changes its scope of business shall apply for registration of change within 30 days from the date of making the resolution or decision. As to items of changing the scope of business that must go through examining and approving because of the involvement of law and regulations of administrative law, the company should apply for registration of change within 30 days from the date of relevant department approving;

 

(6)A company which changes its form shall, in accordance with the establishment requirements of the company form of the company to which the company intends to change, apply for registration of change with the company registration authority within a prescribed period of time, submitting relevant documents;

 

(7)A company which changes its shareholders shall apply for registration of change within 30 days from the date of the shareholders changing, and submit the related resolutions of shareholders?meetings, agreements of transfer of shares, the amended articles of association and legal person qualification certificates of the new shareholders or the identity certificates of natural persons. When its shareholders change names, the company shall apply for registration of change within thirty days from the date of the names changing;

 

(8)Where the amendment of a company crticles of association does not relate to the registered items, it shall submit its amended articles of association or its amendment of articles of association to the original company registration authority for record. Where the directors, supervisors, and managers change, the company shall submit the documents of the change to the original company registration authority for record.

 

2.Registration of change of company limited by shares

 

The same as Registration of change of limited liability company

 

3.Time limit

 

Based on Clause 45 of Regulations for Controlling the Registration of Company:

 

(1)The company registration authority shall, within 30 days from the date of issuing the Notification of Acceptance of Company Registration, make a decision of approval or refusal to register;

 

(2)Where the company registration authority approves to register, it shall, within 15 days from the date of approval to register, notify the applicant and issue, change or withdraw the Business License of Enterprise Legal Person or the Business License;

 

(3)Where the company registration authority refuses to register, it shall, within 15 days from the date of making the decision, notify the applicant and issue a Notification of Refusal of Company Registration.

 

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