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Approved on February 22, 1998 by the State Council and promulgated on April 7, 1998 as Decree No.85 of the State Administration for Industry and Commerce.
1. The Rules for the Registration Administration of the Legal Representatives of Enterprises as Legal Persons (the Rules) are formulated for the purpose of standardizing the registration administration of legal representatives of enterprises as legal persons.
2. The Rules are applicable to the registration administration of legal representatives when the enterprises as legal persons are registered (including the corporate registration, the same below).
3. The legal representatives of enterprises as legal persons (hereinafter referred to as the legal representatives) shall obtain their qualifications as the legal representatives once they have been verified and registered by the enterprise registration authorities.
4. In case of the following situations, the people involved shall never assume the positions as the legal representatives and the enterprise registration authorities shall never approve their registrations.
(1) Their capacity for civil conducts is absent or limited.
(2) They are subject to the criminal penalties or the compulsory criminal measures.
(3) They are the wanted criminals by the public security or state security organs.
(4) They have ever been convicted of the corruption and bribery, the infringement of property or the breach of socialist market economy order, and their criminal penalties expired less than five year ago; they have ever been convicted of other crimes and their criminal penalties expired less than three years ago; they have ever been deprived of all the political rights due to their crimes and their criminal penalties expired less than five years ago.
(5) They have ever assumed the posts as the legal representatives, directors or managers with the enterprises which confront the bankruptcy or liquidation because of the improper operation, and they shall take the personal responsibilities for the bankruptcy of their enterprises. It has been less than three years since the process of bankruptcy and liquidation was completed.
(6) They have ever assumed the posts as the legal representatives with the enterprises which have their licenses of business revoked owing to any unlawful acts, and they shall take the personal responsibilities for the unlawful acts of their enterprises. It has been less than three years since the licenses of business were revoked.
(7) They suffer a considerable amount of debts, but fail to make the payments on schedule.
(8) Any other situations as specified by law and the State Council so that people are not qualified for the posts as the legal representatives.
5. The procedure for appointing and discharging the legal representatives in the enterprises shall be designed according to the provisions of the laws, the administrative regulations and the articles of association of the enterprises as legal persons (hereinafter referred to as the enterprises).
6. If the legal representatives within their terms demonstrate one of the following conditions as described in Article 4 under the Rules, the enterprises shall apply for changing their legal representatives.
7. When the enterprises apply for changing the registration of legal representatives, they shall submit the following documents to the original enterprise registration authorities.
(1) The documents for discharging the original legal representatives in the enterprises;
(2) The documents for appointing the new legal representatives in the enterprises;
(3) The letter of application for the change of registration signed by the original legal representatives.
If the legal representatives of limited liability companies or joint stock limited companies are found to have any acts as described in Article 4 under the Rules and they are unable or unwilling to sign the applications for change of registrations, the legal representatives to be appointed shall, according to the resolutions on the change of corporate legal representatives at the general meetings of shareholders’ or boards of directors, sign the applications for change of registrations.
If the legal representatives of the enterprises (except the corporate enterprises) are found to have any acts as described in Article 4 under the Rules and they are unable or unwilling to sign the applications for change of registrations, the legal representatives to be appointed shall, according to the decisions of financial contributors on the change of enterprise legal representatives, sign the applications for the change of registrations.
8. The legal representatives shall exercise their powers within the scope of power as stated in the laws, the administrative regulations and the articles of association of the enterprises.
9. The signatures from the legal representatives shall be filed with the enterprise registration authorities.
10. Once any acts against the Rules such as concealing the truth or qualifying oneself as the legal representative through the fraudulent means are discovered, the enterprise registration authorities shall demand the immediate correction and have the right to impose the penalty between CNY10 thousand and CNY100 thousand. In case of the severe offense, they will repeal the enterprise registrations and revoke the business licenses of the enterprises.
11. Once the acts against the Rules such as failure to change the registration of legal representatives are discovered, the enterprise registration authorities shall demand the corresponding actions within a definite time. Otherwise, the aforementioned authorities have the right to impose the penalty between CNY10 thousand and CNY100 thousand. In case of the severe offense, they will repeal the enterprise registrations and revoke the business licenses of the enterprises.
12. Any institutions and individuals have the right to report to the enterprise registration authorities once they discover any acts of legal representatives as described in Article 4 under the Rules.
13. The Rules start to take effect upon its promulgation.
The China Securities Regulatory Commission
(This English version by Shenzhen Securities Information Co., Ltd. is for your reference only. In case any discrepancy exists between the Chinese and English context, the Chinese version shall prevail.) | 
