Company amendment registration is the legal procedure by which a company, after changes occur to its registered items, applies to the company registration authority for an amendment registration. According to Article 32 of the revised Company Law of the People's Republic of China (the "New Company Law", effective from July 1, 2024), the registered items include: name, domicile, name of the legal representative, registered capital, company type, business scope, names of shareholders of a limited liability company or promoters of a joint stock limited company, and other items prescribed by laws or administrative regulations. When any of the above items changes, an amendment registration must be carried out in accordance with the law.
Article 35 of the New Company Law stipulates that when applying for amendment registration, a company shall submit to the company registration authority documents including an application for amendment registration signed by the company's legal representative, and a legally adopted resolution or decision on the amendment. If the amendment involves revision of the company's articles of association, the revised articles shall also be submitted. An application for amendment registration shall be filed within 30 days from the date the resolution, decision or statutory change occurs.
Within 20 working days after the relevant information arises, the company shall disclose the amended information to the public through the National Enterprise Credit Information Publicity System and ensure that the disclosed information is true, accurate and complete.
To change its name, a company shall apply to the competent registration authority and submit the following documents: an Application for Company Registration (Filing) signed by the legal representative; a legally adopted resolution or decision on the name change; the revised articles of association or an amendment to the articles; and, if applicable, the advance approval notice of the name change. Article 6 of the New Company Law provides that a company shall have its own name, which shall comply with relevant state regulations, and the company's right to its name is protected by law.
To change its domicile, a company shall submit documents certifying the use of the new domicile. According to Article 18 of the Measures for the Implementation of Company Registration Administration (effective from February 10, 2025), when applying for registration of domicile or business premises, a company shall submit proof of lawful use of the domicile or business premises. Where the company registration authority simplifies or exempts the requirement for submitting such proof, it shall, through inter-departmental data sharing, verify that the domicile or business premises applied for objectively exists and that the company lawfully owns or has the right to use it.
Specific requirements for proof of domicile use: For self-owned property, submit the property ownership certificate; for leased property, submit the lease contract and the lessor's property ownership certificate; for using urban residential property as a domicile, in addition to the above documents, submit a written consent from the owners' committee or property management company evidencing that all interested owners have agreed to the use of the residential premises for business operations. If the domicile change involves cross-district relocation, the company shall apply for amendment registration before moving into the new domicile. Article 8 of the New Company Law states that a company's domicile is its principal administrative office location.
Article 10 of the New Company Law provides that the legal representative of a company shall, in accordance with the company's articles of association, be a director or manager who executes company affairs on behalf of the company. If the director or manager serving as legal representative resigns, they are deemed to have simultaneously resigned as legal representative. In such case, the company shall appoint a new legal representative within 30 days after the resignation.
For amendment of the legal representative, submit the proof of removal of the former legal representative and the proof of appointment of the new legal representative (the resolution or decision of the shareholders' meeting shall be signed by the shareholders, and the board resolution shall be signed by the directors) in accordance with the company's articles of association. If the legal representative changes his/her name, submit a certificate issued by the public security authority (if the ID number remains unchanged after the name change, no such certificate is required; a copy of the new ID card suffices).
According to Article 35(3) of the New Company Law, the application for amendment registration due to change of legal representative shall be signed by the new legal representative. The New Company Law provides a more specific legal basis for a legal representative to file a lawsuit with the court seeking removal of his/her name from the company registration as legal representative. The Measures for the Implementation of Company Registration Administration further clarify the enforcement path for requesting the company registration authority to remove information concerning legal representatives, directors, supervisors and senior management.
(A) Increase of Registered Capital
For a limited liability company increasing its registered capital, the shareholders shall pay the newly subscribed capital contributions within five years from the date of registration of the capital increase, as stipulated in the company's articles of association. For a joint stock limited company issuing new shares to increase its registered capital, the company shall complete the registration of the capital increase after the shareholders have fully paid for the newly subscribed shares.
(B) Reduction of Registered Capital
To reduce its registered capital, a company shall prepare a balance sheet and an inventory of assets. The company shall notify its creditors within 10 days of making the capital reduction resolution, and shall make a public announcement within 30 days in a newspaper or on the National Enterprise Credit Information Publicity System. Creditors have the right, within 30 days after receiving the notice (or 45 days for those not receiving the notice from the date of the announcement), to demand that the company repay its debts or provide corresponding security. The company may apply for amendment registration only 45 days after the announcement; if the announcement of capital reduction has been published on the National Enterprise Credit Information Publicity System, the company is exempted from submitting a hard copy of the announcement. The company shall also submit a statement explaining the repayment of debts or provision of security.
Article 10 of the Measures for the Implementation of Company Registration Administration stipulates that for companies established before June 30, 2024, where the contribution period exceeds 30 years, or the registered capital exceeds RMB 1 billion, or other circumstances clearly inconsistent with common sense exist, the company registration authority shall examine the authenticity and reasonableness of the company's registered capital and may lawfully require adjustment.
Article 9 of the New Company Law provides that a company's business scope shall be prescribed by its articles of association. The company may amend its articles of association to change its business scope. If any item in the business scope requires approval according to laws or administrative regulations, such approval must be obtained. When applying for amendment of business scope, if the business scope includes items that require pre-approval before registration as stipulated by laws, administrative regulations or State Council decisions, copies of the relevant approval documents or permits shall be submitted.
(A) Transfer of equity to a person other than an existing shareholder
Under the New Company Law, the following documents shall be submitted: documents evidencing the consent of more than half of the other shareholders; if the other shareholders fail to reply within 30 days after receiving the notice, submit a written notice sent by the transferring shareholder to the other shareholders concerning the transfer; the equity transfer agreement or certificate of equity delivery signed by both parties; and copies of the identity documents of the new shareholder or its qualification documents. If the articles of association provide otherwise on equity transfer, such provisions prevail.
(B) Acquisition of equity by inheritance or bequest
The applicant shall submit notarized materials or effective legal documents, such as a court judgment, evidencing the inheritance.
(C) Transfer of equity by court judgment or ruling
The applicant shall submit the effective judgment or ruling of the people's court. In such case, neither the equity transfer agreement nor the consent of more than half of the other shareholders is required.
(D) Name change of a shareholder or promoter
If a shareholder or promoter changes its/his/her name, submit proof of the name change and the new qualification documents or copies of identity documents of the shareholder or promoter after the name change. For a natural person whose name has changed but whose ID number remains unchanged, no proof from the public security authority is required; a copy of the new ID card suffices.
(E) Special documentation requirements for equity change of a foreign-invested enterprise
When a foreign-invested enterprise (including Sino-foreign equity joint ventures, Sino-foreign cooperative joint ventures, wholly foreign-owned enterprises, etc.) undergoes an equity change, in addition to the general documents mentioned above, the following special requirements shall be observed:
- The certificate of qualification or identity document of the foreign investor shall be notarized by a notary authority in the country of domicile and authenticated by the Chinese embassy or consulate in that country. If the investor's home country has no diplomatic relations with China, the document shall be notarized by a third country having diplomatic relations with China and then authenticated by the Chinese embassy or consulate in that third country.
- For investors from the Hong Kong Special Administrative Region, Macau Special Administrative Region or Taiwan region of China, the name change or qualification documents shall be notarized by a local notary authority in accordance with special provisions or agreements; for Hong Kong, the documents shall also be stamped by China Legal Services (H.K.) Ltd.
- In areas subject to the negative list for foreign investment access, the equity change shall also comply with the equity ratio, senior management and other access conditions set out in the negative list, and may require approval or filing with the competent commerce authority (depending on the current foreign investment information reporting system).
Changes of company type include conversion from a limited liability company to a joint stock limited company, or vice versa. Article 12 of the New Company Law provides that a limited liability company converting into a joint stock limited company shall meet the conditions prescribed for joint stock limited companies under this Law; a joint stock limited company converting into a limited liability company shall meet the conditions prescribed for limited liability companies under this Law. The debts and claims of the company before the conversion shall be inherited by the company after the conversion. If the change of company type involves a change of the company name, the name change shall be registered accordingly. The application for amendment registration shall be filed within 30 days from the date the conversion resolution is adopted.
(A) Merger
Under the New Company Law, companies intending to merge shall enter into a merger agreement and prepare a balance sheet and an inventory of assets. The company shall notify its creditors within 10 days of making the merger resolution, and shall make a public announcement within 30 days in a newspaper or on the National Enterprise Credit Information Publicity System. Creditors have the right, within 30 days after receiving the notice (or 45 days for those not receiving the notice from the date of the announcement), to demand repayment of debts or provision of security. If the merger causes a change in registered items, the company shall apply for amendment registration with the company registration authority.
(B) Division
A company undergoing division shall prepare a balance sheet and an inventory of assets. The company shall notify its creditors within 10 days of making the division resolution, and shall make a public announcement within 30 days in a newspaper or on the National Enterprise Credit Information Publicity System. If the division causes a change in registered items, the company shall apply for amendment registration; if the division results in dissolution of the company, it shall apply for deregistration.
According to Article 35 of the New Company Law, if an amendment to registered items involves revision of the articles of association, the revised articles shall be submitted. When handling amendment registration or filing that involves revision of the articles, the company may decide whether to submit an amendment sheet or a complete new version of the articles. Revision of the articles requires a shareholders' resolution, which shall be adopted by shareholders representing two-thirds or more of the voting rights. For companies established before June 30, 2024 that apply for filing of articles after July 1, 2024, if the revision does not involve matters adjusted by the New Company Law, it will not affect the filing process.
The Measures for the Implementation of Company Registration Administration (effective February 10, 2025) stipulate that if any director, supervisor or senior manager falls under any of the circumstances set out in Article 178 of the Company Law (e.g., having no civil capacity or limited civil capacity; having been sentenced to a criminal penalty for corruption, bribery, etc. and less than five years have elapsed since the end of the sentence; having served as a director or manager of a bankrupt company and being personally liable and less than three years have elapsed, etc.), the company shall promptly remove that person from office, generally no later than 30 days from the date it knows or should know of such circumstance, and shall file the removal with the registration authority within 30 days.
The contact person for registration may be the legal representative, a director, supervisor, senior manager, shareholder, employee or other person. If the contact person changes, the company shall file the change with the company registration authority within 30 days. If a company establishes an audit committee to exercise the functions of a board of supervisors, it shall indicate, when filing the directors, which directors serve as members of the audit committee.
Any change to a registered item shall be filed for amendment registration within 30 days from the date the resolution, decision or statutory change occurs. If a company fails to apply for amendment registration as required, the company registration authority shall order it to complete the registration within a prescribed period; if it still fails to do so, a fine of not less than RMB 10,000 but not more than RMB 100,000 shall be imposed (Article 250 of the New Company Law).
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