In order to implement the newly revised Company Law and supporting administrative regulations, standardize company registration management, maintain transaction security, and optimize the business environment, the State Administration for Market Regulation recently issued the "Implementation Measures for Company Registration Management" (hereinafter referred to as the "Implementation Measures"), which will be officially implemented from February 10, 2025. Experts say that the Implementation Measures have solidified the institutional foundation for the implementation of the newly revised Company Law and provided practical institutional guarantees for creating an honest and orderly environment for the development of companies. The Implementation Measures for Stimulating Market Vitality, in the form of departmental regulations, have refined the rules of Chapter 2 'Company Registration' and other related parts of the newly revised Company Law, further consolidating the institutional foundation for the implementation of the Company Law. "Wang Wei, Director of the Civil, Commercial and Economic Law Office of the Political and Legal Department of the Central Party School (National School of Administration), analyzed that the Implementation Measures have a total of 29 articles, rich and comprehensive in content, and enhance the operability of relevant rules. The relevant person in charge of the State Administration for Market Regulation introduced that the "Implementation Measures" stipulate that shareholders can contribute in currency, as well as in non monetary assets such as physical assets, intellectual property, land use rights, equity, and debt that can be valued in currency and transferred in accordance with the law. This facilitates shareholders to make capital contributions in accordance with the law and stimulates market vitality. Specifically, the Implementation Measures further refine the relevant requirements for companies to pay registered capital, stipulating that if a limited liability company increases its registered capital, shareholders' subscribed capital for the new capital shall be fully paid within five years from the date of registration of the change in registered capital in accordance with the provisions of the company's articles of association; If a limited liability company issues new shares to increase its registered capital, it shall handle the registration of the change of registered capital after the shareholders of the company have fully paid the new share capital; For limited liability companies registered and established before June 30, 2024, if the remaining subscribed capital period is less than five years from July 1, 2027 or if the registered capital has been fully paid, there is no need to adjust the subscribed capital period; The amount, method, and date of subscribed and paid in capital by shareholders of a limited liability company, as well as the number of shares subscribed by the initiators of a joint stock limited company, shall be publicly disclosed to the public through the National Enterprise Credit Information Publicity System within 20 working days from the date of their creation. The Implementation Measures also highlight the solidification of reform measures. For example, it is required that the company's business scope comply with the negative list regulations for market access and the special management measures for foreign investment access, and that the company's unified social credit code has uniqueness. After the company is lawfully cancelled or revoked, the company registration authority should still retain it Wang Wei said. The Implementation Measures have made relevant provisions on providing registration convenience in standardizing company registration procedures and improving registration convenience. ——Improve the quality of company registration. If the Implementation Measures stipulate that the company registration authority simplifies or exempts the use of proof materials for the domicile or business premises, it shall verify and verify them through inter departmental data sharing and other means; For cases of obvious abuse of the independent status of the company as a legal person and limited liability of shareholders, malicious transfer of property, evasion of debts, and administrative penalties, the relevant company registration or filing shall be restricted, and those that have already been processed shall be revoked; If the company's name does not comply with the relevant regulations on enterprise name registration management, the registered capital, shareholder contribution period and amount are obviously abnormal and refuse to adjust, the business scope belongs to the licensed business projects that need to be approved according to law before registration but have not been approved, and the directly responsible person involved in false registration applies for registration again within three years from the date of cancellation of registration, the company registration authority will not handle the relevant registration or filing. ——Focus on resolving the corporate governance deadlock. If the company is unable to handle the cancellation registration due to the death, cancellation or revocation of a shareholder, the legal successor of the shareholder's equity or all investors of the shareholder may handle the cancellation registration on behalf of the company in accordance with the law. This effectively solves the problem of company deregistration, "said Wang Wei. ——Assist the court in enforcing effective judgments and effectively safeguard the interests of the public. If a company fails to fulfill the effective judgment of the court on time to handle the registration of changes in legal persons, directors, supervisors, shareholders and other personnel, the registration authority may disclose the information to the public through the National Enterprise Credit Information Publicity System in accordance with the law. In accordance with the requirements of building a market-oriented, legal, internationalized and first-class business environment, the Implementation Measures provide more convenience for company registration, greatly improving the efficiency of company registration, facilitating the handling of relevant matters, and further optimizing the business environment Wang Wei said. The Implementation Plan for Maintaining Transaction Security further strengthens company registration management and services. The relevant person in charge of the State Administration for Market Regulation introduced that the Implementation Plan refines the company's registration management system, clarifies the objects, procedures, consequences of registration management, and the conditions for restoring the registered status. Clarify the responsibilities of intermediary agencies. Intermediary agencies are required to be honest and trustworthy, fulfill their responsibilities in accordance with the law, indicate their agency identity, and shall not use their company registration and filing agency business to harm national interests, social public interests, or the legitimate rights and interests of others; Refine the legal responsibilities of intermediary agencies for engaging in false registration activities on behalf of others, in their own name, or by impersonating others. Standardize the management of company business licenses and unified social credit codes. Clarify the items that should be stated in the company's business license and stipulate that the company's unified social credit code has uniqueness. These measures are conducive to revealing the company's relevant risk situation and maintaining transaction security Wang Wei stated that the relevant measures stipulated in the Implementation Measures are in line with the requirements of building a market-oriented, rule of law, international first-class business environment, and provide practical and feasible institutional guarantees for improving the modern enterprise system with Chinese characteristics and creating a trustworthy and orderly company development environment. The company registration authority shall, in accordance with the requirements of building a unified national market, standardize the performance of its duties and maintain a market order of integrity and safety. The applicant shall be responsible for the authenticity, legality, and validity of the materials submitted for company registration and filing The relevant person in charge of the State Administration for Market Regulation said. (New Society)