Administration of Registration of Enterprise Names Provisions of the Shanghai Municipality
(Adopted at the 20th Session of the Standing Committee of the 12th People’s Congress of Shanghai Municipality on 16 June 2005 and effective as of 1 September 2005.)
Article 1 These Provisions have been formulated in accordance with the Administration of Registration of Enterprise Names Provisions and the relevant laws and regulations in light of the specific circumstances of Shanghai in order to standardize the administration of registration of enterprise names, protect the lawful rights and interests of owners of enterprise names and safeguard fair competition.
Article 2 These Provisions apply to the registration of enterprise names and the relevant administration activities within the administrative area of the Municipality
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Article 3 The Shanghai Administration for Industry and Commerce shall be responsible for verifying and approving enterprise names that commence with the name of the municipal level administrative division; each county branch of the industry and commerce administration shall be responsible for verifying and approving enterprise names that commence with the name of that county’s administrative division. (The Shanghai Administration for Industry and Commerce and its county branches are hereafter collectively referred to as the “Registration Authority”)
The Shanghai Administration for Industry and Commerce may entrust industry and commerce administration branches to handle the acceptance and preliminary examination of the enterprise name applications within their respective jurisdiction.
Article 4 An enterprise name shall be composed of an administrative division indicator, a business name, the industry or business characteristics and the form of organization.
The industry or business characteristics to be described in an enterprise name shall be described on the basis of the main business of the enterprise in accordance with the categories in the State industry classification standard.
If an enterprise has cross-industry business, it shall not be required to describe the industry or business characteristics in its name unless otherwise provided by laws and administrative regulations.
Article 5 An enterprise name of which registration is applied for shall be easy to identify and shall not be identical or similar to any enterprise name in the same industry which has been registered with the Registration Authority.
The phrase “identical to any enterprise name” as used in Paragraph One of this Article means that the enterprise name being applied for by the applicant is entirely identical to an enterprise name that has been registered with the Registration Authority.
The phrase “similar to any enterprise name” as used in Paragraph One of this Article means that the enterprise name being applied for by the applicant and an enterprise name that has been registered with the Registration Authority are in any of the following circumstances:
(1) both enterprise names contain an industry description, the business names are identical, the industry descriptions are identical in words, but the forms of organization are different;
(2) both enterprise names contain an industry description, the business names are identical, and the industry descriptions are identical in meaning but not in words;
(3) both enterprise names contain an industry description, the business names have identical pronunciation and similar characters, and the industry descriptions are identical in words or in meaning;
(4) neither enterprise name contains an industry description, the business names are identical, but the forms of organization are different; or
(5) neither enterprise name contains an industry description, but the business names have identical pronunciation and similar characters.
Article 6 The business name in an enterprise name shall be composed of at least two Chinese characters.
An enterprise name of which registration is applied for shall not contain any contents and words which:
(1) are in contravention of public interests and social ethics;
(2) may mislead the public with respect to the asset relationship of and the industry engaged in by the enterprise;
(3) are easily confused with the names of other legal persons or organizations, thereby misleading the public; or
(4) may otherwise mislead the public.
Article 7 An enterprise name of which registration is applied for shall be approved by the Registration Authority unless under circumstances prohibited by laws or administrative regulations or by Article 5 or Article 6 hereof.
Article 8 To apply for the registration of an enterprise name, the applicant shall submit an application for preliminary approval of enterprise name signed by sponsors or all investors.
If the sponsors or investors designate a representative or entrust an agent to handle the registration of the enterprise name, the document evidencing such designation or commission signed by sponsors or all investors and the identity document of the representative or agent shall also be submitted.
Article 9 The Registration Authority or the industry and commerce administration branch entrusted by the Registration Authority to handle the acceptance and preliminary examination of enterprise name applications shall make its decision as to whether to accept or reject an application pursuant to the following circumstances:
(1) if the application materials are complete and comply with statutory format, or if the applicant has submitted all supplemental and corrected materials as required by the Registration Authority, or if the person authorized to make corrections has rectified the errors in the application materials on the spot, it shall decide to accept the application;
(2) if the application materials are incomplete or do not comply with statutory format, it shall decide not to accept the application and shall notify the applicant on the spot by a single notice of all the contents to be supplemented or corrected.
If the application is submitted through postal mail, facsimile, electronic data interchange or electronic mail, the Registration Authority shall make its decision as to whether to accept or reject the application within five working days of receipt of the application.
Article 10 Where an application for registration of enterprise name is accepted, the Registration Authority shall make its decision to approve or reject it on the spot unless it needs to verify the application materials or hold a hearing as required by these Provisions; where an application for registration of enterprise name is accepted by an industry and commerce administration branch entrusted to handle the preliminary examination of such applications, the Registration Authority shall make its decision to approve or reject it within five working days of acceptance of the application; if the application materials need to be verified, the Registration Authority shall make its decision to approve or reject the application within ten working days of acceptance of the application.
Where an application for registration of enterprise name is accepted through postal mail, facsimile, electronic data interchange or electronic mail, the Registration Authority shall make its decision to approve or reject the application in accordance with the relevant provisions of the State.
If the Registration Authority decides to approve an application for registration of enterprise name, it shall issue a Notice of Preliminary Verification and Approval of Enterprise Name; if it decides to reject the application, it shall issue a Notice of Rejection of Enterprise Name and advise the applicant of the reasons for such rejection and the rights of the applicant to institute administrative review or administrative proceedings.
Article 11 If an enterprise changes its name, it shall apply to the Registration Authority for registration of change of enterprise name in accordance with law.
The Registration Authority shall make its decision to approve or reject the applicant’s application for registration of change of enterprise name in accordance with these Provisions and the provisions of the relevant laws and administrative regulations regarding registration of enterprise names.
Article 12 The name of a branch of an enterprise shall commence with the name of the enterprise to which it attaches.
A branch of an enterprise shall apply for registration of change of branch name within 30 days of approval of the registration of change of the name of the enterprise to which it attaches; if a branch of an enterprise changes its name, it shall apply to the Registration Authority for registration of change of branch name.
Article 13 An enterprise name registered with approval shall become invalid if it is not used in the registration of the establishment of the enterprise by the end of the reservation period prescribed by laws and administrative regulations.
Article 14 If a people’s court adjudicates that an enterprise shall cease to use its registered enterprise name and issues a Notice for Assistance in Execution to the Registration Authority, the Registration Authority shall notify the enterprise of the application for registration of change of enterprise name within three months.
Article 15 If, before the Registration Authority makes a decision on an application for registration of enterprise name, an interested party claims that the enterprise name of which registration is applied for by the applicant is identical or similar to an enterprise name registered by that party and that party requests a hearing, the Registration Authority shall organize a hearing.
The Registration Authority may organize experts, scholars and representatives of the public to participate in the hearing if necessary.
Article 16 If an enterprise fails to apply for registration of change of enterprise name in accordance with Article 14 hereof, the Registration Authority may impose a fine of not less than RMB 5,000 and not more than RMB 50,000 against the enterprise.
If an enterprise has other acts in violation of these Provisions, it shall be punished in accordance with the penalty provisions, if any, of the Administration of Registration of Enterprise Names Provisions and other relevant laws and regulations.
Article 17 The registration of the names of individual industry and commerce businesses of the Municipality shall be handled by reference to these Provisions.
Article 18 These Provisions shall be implemented as of 1 Septemb