Manufacturers Registration Of The Legal System

Commercial registration system refers to a compulsory commercial administration system, in which the commercial subject shall apply to the registration authority under a legal procedure for the record in register and the publication of the registration particulars, establishing the inner and outer relationship of the commercial subject and securing its acquisition of qualification as a businessman. In a highly developed commercial society, the commercial registration system plays a significant role in ensuring the business safety and reducing the business cost of the commercial subject. However, China hasn't established a perfect commercial registration system at present, which shall be disadvantageous for the regulation of the market subjects and market orders. In China, the commercial registration is subjected to some separate regulations and these regulations overlap and conflict each other seriously. Such overlaps and conflicts consequently bring about the disorder of our commercial registration system, which apparently seems more and more disadvantageous, especially under the circumstances that our market-oriented economy is getting mature and the market subjects are also getting stable. On one hand, it leads to the uncertainty of the objects of commercial registration. Since there are no identical delimiting criteria as to the subjects of commercial registration, there are not only overlaps and conflicts but gap zones in those separate regulations as to the objects of legal regulation; and on the other hand, it leads to the disorder of the effects of registration. According to the different objects of registration and different targets of legal regulation, different registration acts have great differences in the effects. Because of the disorder of legislation, it seems uncertain that under what procedures a registration act shall be practiced and what shall be the legal effects of registration accordingly, which consequently results in the disorder of legal effects of registration in practice.Administrative License Law promulgated in 2003 makes it clear for the first time that the commercial registration act in China shall be defined as an administrativelicensing act. Although the Administrative License Law regulates the administrative procedures and promotes the reform of commercial registration procedures simultaneously, the definition of it as an administrative licensing act arouses a great many of questions in theory field and in practice. That definition not only separates the commercial registration act artificially from other registration acts in the civil field, but makes it liable for the commercial registration to be subjected to the administrative power, which departs from the nature of public service of modern commercial registration practiced all over the world. In order to solve the theoretical and practical problems, this thesis intends to start with the nature of registration act and analyze the nature of general registration act and commercial registration act, and tries to establish the legal frame of commercial registration system in China on the basis of the analysis on foreign commercial registration patterns.This thesis discusses the general characters of different registration systems firstly,through expounding on the origin and development of the general registration system. And it abstracts a most essential and nuclear concept---Registration Act, from different registration systems. Upon analyzing the registration acts, which are separated from the concrete regulations, it gives a clear explanation on the component elements of an abstract registration act, and on the value and significance of those elements to the establishment of a registration act. And then, it discusses, with the comparative analysis on the foreign commercial registration patterns, the registration legislation and the consideration due to their respective policies behind it, so as to provide reference to the reform and innovation of China commercial registration system.This thesis is divided into seven parts:The first part is the Introduction. The target of the Introduction is to explain the topic. Firstly, it expounds the scope of the study and the basic concepts, especially promoting a clear definition on"commercial registration"in the topic. Secondly, the research value and significance of this thesis are analyzed in this part. Finally, itpoints out the innovation and lays stress on the theoretical value of this thesis. The second part is the Overview of the Commercial Registration System. To start with, the thesis retraces the origin and history of registration and commercial registration systems, and tries to search for the common nature in the registration systems. Although different registration systems may have experienced different historical processes and have great differences in the objects of legal regulation and the regulatory targets, they share some general characters in the pursuit of value and function. All of the registration systems take"safety and efficiency"as the main value targets, and achieve the main functions, such as taxes,economic regulation and information publicity on the basis of those two targets. As a part of registration system, the commercial registration system not only shares the common nature with other registration systems, but has unique characters itself. And then, the thesis places emphasis on the explanation of the basic concepts and contents of commercial registration and reflects the different nature of it from other registration systems. Meanwhile, the analysis on the origin and common nature of all registration systems in this part foreshadows the form of the following concept--registration act. The third part is the Analysis on the Commercial Registration System. It is due to the relationship among different registration systems that the core legal concept--registration act can be abstracted from them. Registration act, abstracted from concrete registration regulations, is the abstract of the general characters of all registrations, the core of all registrations and also the core concept of commercial registration system. Firstly, the thesis analyzes, from the general to the specific, the nature of general registration act and that of commercial registration act, and draws a conclusion that the registration act is an act of private law. It is also held that although the commercial registration act has been influenced for its character of causative act in practice, its nature of private law shall not be changed in an iota. Secondly, the thesis makes a thorough analysis on the component elements of a registration act in the procedural law sense, and the effects are explained one by one in this part. It also puts forward the core theory of the whole thesis, providing a theoretical basis for the re-definition of commercial registration act in China and for the reconstruction ofcommercial registration system.The foruth part is the Comparative Analysis on Foreign Commercial Registration Patterns. Based on the different legal systems, the distinctive commercial registration patterns are formed in view of the different characters in legislative bodies, operational procedures, organizations and legal effects of the commercial registration in different states and regions all over the world. Upon the comprehensive analysis on the characters of commercial registration patterns of different states and regions, these patterns can be divided into centralized and decentralized patterns on the legislation of commercial registration; they can be divided into administrative, judicial and nongovernmental patterns as to the organizations; they can be divided into compulsory and arbitrary registration patterns in regard to the state's coercive power; there are realism and formalism patterns in the respect of the registration review ways; and there are effectiveness and antagonism patterns on the aspect of the registration effects. This part not only analyzes the characters of different patterns, but also inspects the consideration on the select and application of those patterns in different states and regions due to their respective policies, and investigates the profound social, economic and historical background.The fifth part is the Analysis on the present situation and the existing problems of the commercial registration in China. Since there hasn't formed an independent commercial branch law and there hasn't been uniform legislation, the commercial registration regulations aren't subjected to a settled system framework and there are not reasonably defined standards for the contents of commercial registration. At present there is only a set of separated laws and regulations of enterprises registration in China, there is no definition of the scope of commerce, no connotation and denotation of the commercial subject and even no uniform rules on the commercial registration. Due to its development in history, the scope of commercial registration is divided according to the scope of the functions and powers of the administrations for industrial and commercial at all levels, which are responsible for the commercial registration in China. As a result, there exit a good number of problems and disadvantages in registration organizations and the selected registration pattern.Particularly, the Administrative License Law defines the commercial registration act as an administrative licensing act, which consequently causes the fact that the commercial registration in China has deviated from the path of development due. The sixth part is the Reform and Innovation of the Commercial Registration System in China. In view of the existing problems and disadvantages in China commercial registration, it is imperative to take reform and innovation to the commercial registration system. Based on the analysis of the commercial registration act and the comparison of different commercial registration patterns, and in respect of the existing problems and disadvantages in commercial registration practice, the thesis in this part proposes some measures and suggestion on the reform and innovation for the establishment of commercial registration system in China. This part, as the conclusion of the thesis, makes proposals for the reform and reconstruction of China commercial registration system, in respect of the scope of registration, registration organization, registration procedure and effect of registration.The seventh part is the Conclusion. It is the prospects for the legislation of Commercial Registration Law in China. Theory always services practice. It is because of the legislation target in practice that a legal system framework has been established for commercial registration in this thesis. Therefore, following the innovation ideas and theoretical framework of this thesis, the Conclusion puts forward the suggestion and prospects for the legislation of Commercial Registration Law in China. In this thesis, the innovation lies in the following three aspects:First, this thesis makes integration, in terms of logic, of registrations in different branches of laws and divides all registrations into causative act and registration act. And a core concept—registration act is abstracted from all registrations.Second, the division between causative act and registration act helps distinguish the character of registration act from that of causative act, which determines the nature of private law as to registration act. Therefore, the conclusion that the pre-approval in commercial registration is a causative act, distinguished from a registration act, overturns the views that the registration act shall be defined as an administrative licensing act under Administrative License Law. The re-definition of commercialregistration act, departing from an administrative licensing act, not only helps solve the integration problem of the nature of all registration acts under different registration systems, but also does good to the change from the function of administrative regulation to that of public service of the commercial registration.Last but not the least, the thesis, in which the commercial registration act is separated from the commercial law, discusses that an abstract registration act includes such elements as application,examination, record and publication in terms of the procedural law and expounds the theoretical significance of those elements to the establishment of a registration act. It tries to find the legal significance and effectiveness values of each one by way of analyzing those elements. In view of the registration acts with different effects, the elements are reorganized to establish a normative registration procedure. In the commercial registration, according to the relationship between the causative act and the registration act, the latter is divided into three types in terms of effects: the registration act making the causative act effective, the registration act supplementing the causative act and the registration act not influencing the effect of the causative act. The registration act, which makes the causative act effective, should possess four elements: application,examination, record and publication. And the registration act has an effect of entry-into-force and the registration authorities bear the responsibilities of substantive examination; the registration act supplementing the causative act is composed of application, examination and record. The registration act brings about an effect of antagonism and the registration authorities bear the responsibilities of formal examination; and the registration act not influencing the effect of the causative act consists of application and record. The registration act exercises an effect of proof and the registration authorities bear no responsibilities of examination.