Research On Legislation Of Commercial Registration In China

Specialized Subject:Master of LawResearch Direction :Civil&Commercial lawAuthor:Wei Hao Tutor:Gao Fu PingBusiness registration (Which is called as enterprise registration in China.) is the law system for founding the business subject, and also the important method for security of business transaction. It has existed in Italy and the Mediterranean, early in the medieval times. The 《Germany Business Act》in 1861 was regarded as the birth of business registration in the modern times. The substantive-meaned act of business registration in China was beginning in 1937, which was formulated by the government at that time, similar to the Business Registration Act of Germany and Japan.After the founding of P.R.C, a more completed law system of business registration has been formed basically. But it has gradually showed shortcomings on separated legislation, overlapping content, low efficiency, and administrative organization's abuse of judicial discretion etc. For the past over 50 years, we have accumulated the experiences and practices of business registration legislation, which has supplied the basic condition of law practice and legislative technology for the systemized legislation in China. The currently beginning of modern enterprise system is leading Chinese company into the corporation system. Since the condition of legislation has matured, it's really the time to formulate a new, integrated business registration act.According to it, I give my suggestions for the legislation as below:We should make the principle for the business registration legislation, that is: on the base of our nation while using the advanced of foreign countries; stressing the generality of business subjects; paying more attention on procedure and efficiency.For the legislation stylistics, systemized legislation should be the mono choice of business registration legislation.Subjects that should be registered will include all enterprises or corporations with business operation, but the self-employed will be the exception.The compromised method of Eclectic Examination Doctrine should be used.Business registration jurisdiction should be centralized relatively, and be classified as registration of Artificial Person and Operation. Registry office of Province will be in charge of the artificial person registration, while that of city in charge of the operation registration. The general bureau of China takes the job of formulating laws and regulations, helping them to be implemented, and usually does not do registry affairs directly.What registry office concerns is that if the name of company has been used, or related to the behaviors of unfair competition and illegality. Another concerning is to enhance the prevention on the famous business establishment and trademarks, and the prevention should cover the whole industry and the whole region. For the dispute of familiar names used by two or more companies, which should be solved by law court, the registry office carries out the right of revocation according to the adjudicating of court.The registration results will be legally valid only after it has been announced in public.It should be clear that the registry officers must take the responsibility for their registry affairs.That legal validity of the third party, including net registry and the E-Certificate, should be definited.That registration items should be unified as ①Name ②Form of organization ③Scope of business ④Amount of capital ⑤Address ⑥Person in charge(Legal representative) ⑦Shareholder or member of partnership's name, address, investment variety and amount, contract of partnership. Other factors concerned about the qualification of business subjects are regulated by Business Subject Act.That classification, content, impoundment, loss and outside usage of the business registration archives should be ruled in detail.That time limit of business registration should less than ten days.