Regulation on the Administration of Enterprise Name Registration of the PRC — Full English Translation (2021)

Promulgated by Decree No. 734 of the State Council of the People’s Republic of China on December 28, 2020

Effective: March 1, 2021

Table of Contents

Chapter I — General Provisions

Article 1 — These Regulations are enacted for the purpose of regulating the registration and administration of enterprise names, protecting the lawful rights and interests of enterprises, and maintaining social and economic order.

Article 2 — These Regulations shall apply to the registration and administration of enterprise names of companies, non-corporate enterprise legal persons, partnerships, sole proprietorship enterprises and their branches, as well as business premises of foreign enterprises registered within the territory of China.

Article 3 — Enterprise names shall be registered by enterprises independently in accordance with the law. An enterprise may only use one name and its registered name shall be protected by law.

Article 4 — The administrative authorities for market regulation under the State Council shall be responsible for the registration and administration of enterprise names throughout the country. The administrative authorities for market regulation of local people’s governments at or above the county level shall be responsible for the registration and administration of enterprise names within their respective regions.

Article 5 — The administrative authorities for market regulation shall establish a unified database of enterprise names to facilitate the inquiries and applications of enterprise name applicants.

Chapter II — Standards for Enterprise Names

Article 6 — An enterprise name shall consist of the following elements in sequence: administrative division, trade name, industry or business characteristics, and organizational form.

Enterprise names of enterprises that are subject to examination and approval by the State Council or enterprises registered with the administrative authorities for market regulation under the State Council may not include administrative divisions.

Article 7 — The administrative division in an enterprise name shall be the name of the place where the enterprise is located at or above the county level. Where a city is divided into districts, the administrative division may be the name of the city divided into districts. Where the name of a county-level administrative division is used, the name of the city divided into districts to which it belongs may be added before the county-level administrative division name.

Article 8 — The trade name in an enterprise name shall consist of two or more Chinese characters. The trade name shall not contain any of the following contents or characters:

(1) Those that are detrimental to the national interest or public interest;

(2) Those that may deceive or mislead the public;

(3) Names of foreign countries or regions, or names of international organizations;

(4) Names of political parties, party and government organs, military organs, mass organizations, or numbers of army units;

(5) Chinese characters, Chinese pinyin letters or Arabic numerals;

(6) Other contents or characters prohibited by laws, administrative regulations and State Council regulations.

Article 9 — Where an enterprise name contains the words “China,” “Chinese,” “National,” “State,” “International” or similar words, the name shall be a part of the trade name and shall be subject to the examination and approval of the State Council or its authorized department.

Article 10 — The industry or business characteristics in an enterprise name shall be expressed according to the primary business scope of the enterprise. Where an enterprise has multiple primary business activities, the industry or business characteristics in the enterprise name may be expressed using the primary business activity.

Article 11 — The organizational form in an enterprise name shall be expressed in accordance with the law and shall correspond to the type of enterprise registration. The organizational form of a company shall be marked as “Company Limited” or “Limited Company.” The organizational form of a partnership enterprise shall be marked as “Partnership” or “Limited Partnership.”

Article 12 — The name of a branch of an enterprise shall be composed of the name of the enterprise to which it belongs, the name of the place where the branch is located, and the word “Branch.”

Article 13 — A business premise of a foreign enterprise shall mark its name with the words “Business Premise of Foreign Enterprise.”

Article 14 — An enterprise name shall not be identical with or similar to an enterprise name that has already been registered by the enterprise registration authority within the administrative division of the same enterprise registration authority, or not be identical with the trade names of other enterprises within the same administrative division.

Article 15 — An enterprise name shall not be identical with or similar to the name of a well-known trademark registered by another person, which may cause confusion among the public.

Chapter III — Registration Procedures

Article 16 — An applicant for enterprise name registration may submit the enterprise name for inquiry and comparison through the enterprise name declaration system of the enterprise registration authority. Where the enterprise name to be registered passes the comparison, the enterprise registration authority shall handle the registration formalities.

Article 17 — When applying for enterprise name registration, an applicant shall submit the following documents and materials:

(1) An application for enterprise name registration;

(2) Identification documents of the investor or promoter;

(3) Other documents and materials that shall be submitted as prescribed by the enterprise registration authority.

Article 18 — The enterprise registration authority shall, within the statutory period, examine the application for enterprise name registration. Where the application conforms to the provisions of these Regulations, it shall be registered; where it does not, it shall not be registered and the reasons shall be explained.

Article 19 — Upon completion of the examination and approval of enterprise name registration, the enterprise registration authority shall issue a Notice of Enterprise Name Pre-approval to the applicant. Where the enterprise name is not pre-approved, the enterprise registration authority shall issue a Notice of Rejection of Enterprise Name and explain the reasons.

Article 20 — Where an enterprise intends to change its name, it shall submit an application for change of registration to the enterprise registration authority. The enterprise registration authority shall handle the change of registration in accordance with the provisions of these Regulations.

Article 21 — The retention period of an enterprise name shall not exceed six months. Where the enterprise fails to complete the registration within the retention period, the enterprise name shall automatically become invalid.

Article 22 — Where an enterprise is cancelled or its business license is revoked, its enterprise name shall not be registered by another enterprise within three years from the date of cancellation or revocation, except where the same investor or other enterprises that have an investment relationship apply for registration.

Chapter IV — Protection of Enterprise Names

Article 23 — The enterprise registration authority shall, when examining enterprise name registration, protect the prior lawful rights and interests of enterprise names. No enterprise may use an enterprise name that infringes upon the lawful rights and interests of others.

Article 24 — An enterprise may transfer its enterprise name in accordance with the law. When transferring an enterprise name, the transferor and the transferee shall sign a written contract and go through the procedures for the change of enterprise name registration in accordance with the law. The enterprise name can only be transferred to one enterprise and the transferor shall not continue to use the transferred enterprise name.

Article 25 — An enterprise may authorize another enterprise to use its enterprise name. The authorization shall be made in writing, specifying the period and scope of use. The authorizing enterprise shall bear legal liability for the acts of the authorized enterprise within the scope of authorization.

Chapter V — Dispute Resolution

Article 26 — Where an enterprise believes that the enterprise name registered by another enterprise infringes upon its lawful rights and interests, it may request the enterprise registration authority to handle the matter.

Article 27 — Where the enterprise registration authority accepts an application for handling an enterprise name dispute, it may conduct mediation. Where mediation fails, the enterprise registration authority shall make a decision on handling within the prescribed time limit.

Article 28 — Where a party refuses to accept the decision of the enterprise registration authority on handling an enterprise name dispute, it may apply for administrative reconsideration or bring an administrative lawsuit in accordance with the law.

Article 29 — Where an enterprise name registered by an enterprise infringes upon the lawful rights and interests of others, the infringed party may bring a lawsuit with the people’s court in accordance with the law or request the enterprise registration authority to handle the matter.

Chapter VI — Legal Liability

Article 30 — Where an enterprise uses an enterprise name to engage in illegal business activities, the enterprise registration authority shall impose penalties in accordance with the provisions of relevant laws and administrative regulations.

Article 31 — Where an enterprise uses an enterprise name without authorization or uses a registered enterprise name without completing the change registration, the enterprise registration authority shall order it to make corrections within a prescribed time limit; where it fails to make corrections, a fine of not less than 10,000 yuan but not more than 100,000 yuan shall be imposed.

Article 32 — Where a party obtains enterprise name registration by fraudulent means such as fraud or bribery, the enterprise registration authority shall revoke the registration and may impose a fine of not less than 10,000 yuan but not more than 100,000 yuan.

Article 33 — Where the enterprise registration authority and its staff members abuse their powers, neglect their duties, or engage in malpractice for personal gain in the registration and administration of enterprise names, sanctions shall be imposed on the directly responsible person in charge and other directly responsible persons in accordance with the law.

Chapter VII — Supplementary Provisions

Article 34 — The registration and administration of enterprise names of individually-owned businesses shall be implemented with reference to these Regulations.

Article 35 — These Regulations shall come into force on March 1, 2021. The Regulations on the Administration of Enterprise Name Registration approved by the State Council on May 21, 1991 and promulgated by Decree No. 7 of the State Administration for Industry and Commerce on July 22, 1991 shall be abolished simultaneously.