Hainan Free Trade Port Market Entity Registration Management Regulations

Adopted at the 7th Meeting of the Standing Committee of the 7th Hainan Provincial People’s Congress on November 24, 2023

Hainan Free Trade Port Market Entity Registration Management Regulations

Chapter I: General Provisions

Article 1 These Regulations are formulated to standardize market entity registration management activities, protect the legitimate rights and interests of market entities, create a legalized, internationalized, and convenient business environment, and a fair, open, unified, and efficient market environment, in accordance with the basic principles of relevant laws and administrative regulations, and in light of the actual conditions of the Hainan Free Trade Port.

Article 2 These Regulations apply to the registration of market entities within the Hainan Free Trade Port and related management and service activities. The Hainan Free Trade Port implements a market entity registration confirmation system. The registration authority confirms and publicizes the qualifications and registration matters of market entities in accordance with legal authority and procedures.

Article 3 The term “market entities” as used in these Regulations refers to natural persons, legal persons, and unincorporated organizations engaged in profit-making business activities, including companies, non-corporate enterprise legal persons and their branches; individual proprietorship enterprises, partnership enterprises and their branches; farmers’ professional cooperatives (unions) and their branches; individual businesses; branches of foreign companies; and other market entities stipulated by laws and administrative regulations.

Article 4 The provincial people’s government market supervision and administration department is the registration authority for market entities, responsible for the registration of market entities within the Hainan Free Trade Port and related supervision, management, and service work.

The market supervision and administration departments of cities, counties, and autonomous county people’s governments are responsible for the supervision, management, and service work related to market entity registration within their respective jurisdictions.

Article 5 The Hainan Free Trade Port implements a self-declaration registration system for market entities, with full electronic registration. Applicants shall be responsible for the authenticity, legality, and validity of the self-declared information and submitted materials.

Applicants shall apply to the registration authority through the electronic registration platform for matters related to the establishment, alteration, and cancellation of market entities. The registration authority shall handle, review, confirm, issue licenses, and archive online.

The market supervision and administration departments of people’s governments at or above the county level shall provide market entities with registration consultation, guidance, and assistance services.

Article 6 The Hainan Free Trade Port implements a system of registration specialists for island-wide registration. Registration specialists shall independently exercise the duties of acceptance, review, and confirmation in market entity registration in accordance with the law and bear corresponding legal responsibilities.

The term “registration specialist” as mentioned in the preceding paragraph refers to the staff of the market supervision and administration department specifically responsible for market entity registration.

Article 7 The provincial people’s government shall establish and improve the market entity registration platform, administrative approval information management platform, and the national enterprise credit information publicity system (Hainan), strengthen information sharing among market entity registration authorities, relevant administrative approval authorities, regulatory departments, and related units, improve the information publicity system, and promote collaborative handling of business.

People’s governments at or above the county level shall establish a collaborative supervision and law enforcement mechanism to achieve coordinated law enforcement in licensing, supervision, and other aspects of market entities.

Chapter II: Registration Matters

Article 8 Market entities shall register the following matters:

1. Name;
2. Type;
3. Address;
4. Registered capital or capital contribution;
5. Name of the legal representative, executive partner, or person in charge.

In addition to the matters stipulated in the preceding paragraph, the following matters shall also be registered according to the type of market entity:

1. Names or titles of shareholders of limited liability companies, promoters of joint-stock companies, and contributors of non-corporate enterprise legal persons;
2. Name and residence of the investor of an individual proprietorship enterprise;
3. Names or titles, addresses, and liability methods of partners of partnership enterprises;
4. Business premises of individual businesses, name and address of the operator;
5. Business premises of branches.

Article 9 The following matters of market entities shall be filed with the registration authority, which shall archive and publicize them according to regulations:

1. Articles of association or partnership agreement;
2. Licensed business items within the business scope;
3. Business term or partnership term;
4. Amount of capital contribution subscribed by shareholders of limited liability companies or promoters of joint-stock companies, amount, payment period, and method of capital contribution subscribed or actually paid by partners of partnership enterprises;
5. Members of farmers’ professional cooperatives (unions);
6. Names of family members participating in the operation of individual businesses;
7. Information on beneficial owners of companies, partnership enterprises, and other market entities;
8. Suspension of business.

Article 10 Market entities shall publicize the following matters to the public through the national enterprise credit information publicity system (Hainan) within twenty working days from the date of establishment or change:

1. Directors, supervisors, and senior managers of companies;
2. Market entity registration liaison officers;
3. Legal document recipients of foreign-invested enterprises;
4. General business items within the business scope.

Article 11 Applicants may handle name registration through the market entity registration platform by self-declaration and prior commitment.

The registration authority shall use modern information technology to automatically compare whether the name declared by the applicant is the same as or similar to others, export the comparison results in real time, and promptly remind the applicant of possible legal risks.

Article 12 Applicants shall declare address or business premises information independently.

Natural person operators within e-commerce platforms may use the network business premises provided by the e-commerce platform as their business premises in accordance with national regulations. If the same operator has more than one network business premises, they shall be registered together.

Market entities with control relationships, common investors, or belonging to the same group may use the same address as their registered address.

In the centralized office areas designated by people’s governments at or above the county level and industrial park management agencies, the same address may be registered as the address of multiple market entities, and the business license shall indicate that the address is a centralized office area.

The registration authority shall verify the declared address or business premises with the information provided by relevant departments online.

Article 13 The Hainan Free Trade Port promotes the reform of separating the address and business premises. Market entities that need to conduct business activities outside the address may register the establishment of branches or file multiple qualified business premises.

Article 14 The provincial big data management agency shall establish a standard address database in conjunction with the provincial people’s government’s natural resources and planning, housing and urban-rural development, public security, and civil affairs departments. The registration authority shall promote the connection between the registration platform and the standard address database.

People’s governments at or above the county level shall formulate and publish a list of prohibited areas for addresses and business premises, and make dynamic adjustments. The list of prohibited areas shall include project categories, prohibited areas, basis for prohibition, relevant legal responsibilities, and competent departments. Market entities shall not use the places listed in the prohibited areas as their address or business premises.

The registration authority shall not review the legal use and function of the declared address and business premises, but shall inform the applicant of the contents of the prohibited areas list.

Article 15 Market entities engaged in e-commerce, consulting, planning, and other business activities that do not require a fixed address may entrust qualified law firms, accounting firms, tax firms, business secretary enterprises, and other units to host their address, using the address or business premises of the entrusted unit as the address of the market entity.

Chapter III: Registration Standards

Article 16 Applicants may entrust other natural persons or intermediary agencies to handle market entity registration on their behalf. The entrusted natural persons or intermediary agencies shall comply with relevant regulations and shall not provide false information and materials.

Article 17 Applicants shall cooperate with the registration authority to verify the identity of the following relevant personnel through the real-name authentication system using methods such as facial recognition:

1. Legal representative, executive partner, person in charge;
2. Shareholders of limited liability companies, promoters of joint-stock companies, directors, supervisors, and senior managers of companies;
3. Investors of individual proprietorship enterprises, partners of partnership enterprises, members of farmers’ professional cooperatives (unions), operators of individual businesses;
4. Market entity registration liaison officers, legal document recipients of foreign-invested enterprises;
5. Designated representatives or entrusted agents.

For special reasons, if the parties cannot verify their identity information through the real-name authentication system, they may submit a notarized natural person identity document or handle it on-site with their ID card.

Article 18 The registration authority shall publish the list of application materials and document format specifications required for the establishment, alteration, cancellation, and filing of market entities at service windows, government websites, and the integrated online government service platform.

Applicants are exempt from submitting resolutions, decisions, appointment and removal documents of relevant personnel, equity transfer agreements, address or business premises use certificates, liquidation reports, and other materials, but market entities shall retain them for future reference.

Article 19 If approval is required before applying for registration or filing, the registration or filing shall not be processed without submitting the relevant approval documents or licenses.

If post-licensing is required for the registration or filing matters, the registration authority shall inform the applicant at the same time.

The Hainan Free Trade Port promotes the joint handling of licenses and registrations. Applicants may apply for market entity registration and related licenses at one time, fill out one set of forms, and undergo one verification.

Article 20 The registration authority shall conduct a formal review of the application materials. For formatted information, the registration platform shall automatically review it; for non-formatted electronic documents, the registration authority shall randomly assign registration specialists to review them according to law.

If the application materials are complete and conform to the legal form, they shall be confirmed and registered on the spot. If registration cannot be completed on the spot, it shall be completed within three working days; for complex cases, it may be extended for three working days with the approval of the person in charge of the registration authority.

If the application materials are incomplete or do not conform to the legal form, the registration authority shall inform the applicant of the materials that need to be supplemented at one time.

Article 21 Market entities that are legally registered shall be issued a business license by the registration authority, obtaining entity qualification and general business qualification. The date of issuance of the business license is the date of establishment of the market entity.

The business license shall indicate the name, type, legal representative, executive partner or person in charge, address, registration authority, date of establishment, and unified social credit code.

The business license shall set up a prompt column, indicating the query method for the business scope, registered capital or capital contribution, and licensed business items of the market entity.

Article 22 Market entities shall apply to the registration authority for changes in registration or filing matters within thirty days from the date of making the change resolution, decision, or the occurrence of the legal change. If members of farmers’ professional cooperatives (unions) change, they shall file with the registration authority within ninety days from the end of the fiscal year.

Article 23 If a people’s court or the market supervision and administration department of a people’s government at or above the county level determines that the name of a market entity should cease to be used, the market entity shall apply for a name change registration within fifteen days from the date of receiving the effective legal document of the people’s court or the decision of the market supervision and administration department of the people’s government at or above the county level; before the name change, the unified social credit code shall be used instead of the name.

If the effective legal documents of a people’s court or arbitration institution involve changes in investors, the market entity shall handle the change registration of investors. If the people’s court notifies the registration authority to assist in execution in accordance with the execution procedures, the registration authority shall handle the corresponding registration procedures and record and publicize them.

Article 24 The cancellation registration of market entities shall be handled in accordance with the relevant provisions of the “Hainan Free Trade Port Market Entity Cancellation Regulations.”

Chapter IV: Supervision and Service

Article 25 The provincial people’s government market supervision and administration department is responsible for the construction and management of the national enterprise credit information publicity system (Hainan), establishing a service guarantee mechanism to provide the public with convenient and fast market entity information query services.

Relevant departments of the provincial people’s government shall uniformly collect the registration, administrative licensing, administrative punishment, and other supervision information of market entities, as well as other relevant information, into the national enterprise credit information publicity system (Hainan) according to the prescribed collection path, method, and content, and record it under the name of the market entity for public inquiry.

Article 26 Market entities shall publicize their capital contribution, administrative licensing, equity changes, and other information through the national enterprise credit information publicity system (Hainan) in accordance with the law. Limited liability companies shall publicize the amount, method, and date of capital contribution subscribed and paid by shareholders in accordance with the law, and joint-stock companies shall publicize the number of shares subscribed by promoters in accordance with the law.

Market entities shall submit and publicize the annual report of the previous year through the national enterprise credit information publicity system (Hainan) in accordance with relevant regulations. Market entities that have suspended business shall publicize the annual report on time. Individual businesses and farmers’ professional cooperatives (unions) may choose to fill in and publicize annual report information independently.

Market entities and relevant units may apply to query electronic archives in accordance with relevant regulations.

Article 27 The market supervision and administration departments of people’s governments at or above the county level shall implement hierarchical and classified supervision according to the credit risk status of market entities. For market entities with low credit risk, the sampling ratio and frequency shall be appropriately reduced; for market entities with high credit risk, the sampling ratio and frequency shall be increased, and on-site inspections shall be conducted as needed.

The market supervision and administration departments of people’s governments at or above the county level shall randomly select inspection objects and randomly assign law enforcement inspectors to inspect the registration and filing matters, publicity information, and retained materials of market entities, and publicize the inspection results through the national enterprise credit information publicity system (Hainan). If necessary, they may entrust accounting firms, tax firms, law firms, and other professional institutions to carry out auditing, capital verification, consulting, and other related work, and use the inspection and verification results of other government departments or the professional conclusions of professional institutions in accordance with the law.

Market entities shall cooperate with inquiries and investigations during the inspection process of the market supervision and administration department, truthfully reflect the situation, and provide accounting materials, audit reports, administrative licenses, administrative punishment decisions, retained materials, and other relevant materials as required by the inspection.

Article 28 Company shareholders shall reasonably subscribe to the amount of capital contribution and determine the payment period based on their actual capital contribution ability, the main business projects and scale of the company, and shall not violate the provisions of laws and administrative regulations on the maximum payment period, actual payment of registered capital, and minimum registered capital, and shall not falsely report registered capital.

The market supervision and administration, financial supervision, and other departments shall strengthen the supervision of company shareholders’ fulfillment of the subscribed capital contribution and payment period in accordance with the law.

For companies with abnormal capital contribution periods and amounts, the market supervision and administration department may order them to make corrections within a time limit in accordance with relevant laws and regulations.

Article 29 The market supervision and administration departments of people’s governments at or above the county level shall list market entities with any of the following circumstances in the abnormal operation list and publicize them on the national enterprise credit information publicity system (Hainan):

1. Failure to publicize the annual report within the prescribed time limit or failure to publicize relevant information in accordance with regulations;
2. Concealing the true situation or falsifying publicized information;
3. Inability to contact through the registered address or business premises, non-existent address, or violation of legal and regulatory prohibitions;
4. For companies with abnormal capital contribution periods and amounts, failure to make corrections within the time limit ordered by the market supervision and administration department;
5. Failure to apply for name change registration within fifteen days from the date of receiving the effective legal document of the people’s court or the decision of the market supervision and administration department of the people’s government at or above the county level;
6. Other circumstances stipulated by laws and regulations.

Market entities listed in the abnormal operation list due to the circumstances specified in items 1, 2, 3, and 4 of the preceding paragraph shall not apply for market entity registration again by their direct responsible persons before completing the rectification and being removed from the abnormal operation list.

Article 30 Market entities listed in the abnormal operation list may apply to the market supervision and administration department that made the listing decision to be removed from the abnormal operation list after fulfilling relevant obligations in accordance with regulations.

Market entities listed in the abnormal operation list for three years due to the circumstances specified in items 1, 2, 3, and 4 of the first paragraph of Article 29 of these Regulations and failing to fulfill relevant obligations in accordance with regulations shall be listed in the serious illegal and dishonest list by the market supervision and administration department of the people’s government at or above the county level and publicized through the national enterprise credit information publicity system (Hainan).

Article 31 Market entities listed in the serious illegal and dishonest list due to the circumstances specified in the second paragraph of Article 30 of these Regulations may publicize their fulfillment of publicity obligations and the intention to apply for removal from the serious illegal and dishonest list through the national enterprise credit information publicity system (Hainan) one year after being listed in the serious illegal and dishonest list and completing rectification in accordance with regulations and not receiving heavier administrative punishments from the market supervision and administration department again. The publicity period is thirty days.

Market entities may apply to the market supervision and administration department that made the listing decision to be removed from the serious illegal and dishonest list within thirty days from the day after the end of the publicity period. The market supervision and administration department shall make a removal decision within three working days from the date of verification.

During the publicity period, any organization or individual may submit a written objection application to the market supervision and administration department. If the objection is verified to be valid, the market supervision and administration department shall terminate the removal procedure and not grant credit repair.

Article 32 Before being removed from the serious illegal and dishonest list due to the circumstances specified in the second paragraph of Article 30 of these Regulations, the legal representative, executive partner, and person in charge of the market entity shall not serve as the legal representative, executive partner, person in charge, director, supervisor, or senior manager of other market entities.

Article 33 If a market entity obtains registration by submitting false materials or using other fraudulent means to conceal important facts, the market supervision and administration department of the people’s government at or above the county level may revoke the market entity registration.

The direct responsible person of a market entity whose registration is revoked or whose business license is revoked due to false market entity registration shall not apply for market entity registration again within three years from the date of revocation or revocation.

Natural persons or intermediary agencies entrusted to handle market entity registration who are responsible for false market entity registration shall not handle market entity registration on behalf of others within three years.

The market supervision and administration department of the people’s government at or above the county level shall publicize the relevant supervision information specified in the preceding three paragraphs through the national enterprise credit information publicity system (Hainan).

Article 34 Hosting institutions shall establish a service ledger as required by the registration authority, cooperate with and assist relevant departments in supervising and managing market entities, and urge market entities to fulfill relevant obligations; if abnormal or illegal situations are found in the market entities they host, they shall report to relevant departments in a timely manner.

If a hosting institution violates the provisions of the preceding paragraph, the market supervision and administration department of the people’s government at or above the county level may suspend the registration of market entities using the address or business premises of the hosting institution as their address and publicize it through the national enterprise credit information publicity system (Hainan).

Chapter V: Legal Liability

Article 35 If a market entity obtains registration by submitting false materials or using other fraudulent means to intentionally conceal important facts, the market supervision and administration department of the people’s government at or above the county level shall order it to make corrections within a time limit, confiscate the illegal income, and impose a fine of not less than 50,000 yuan but not more than 200,000 yuan; if the circumstances are serious, a fine of not less than 200,000 yuan but not more than 1,000,000 yuan shall be imposed, and the business license shall be revoked according to law.

If a market entity is a unit and commits the acts specified in the preceding paragraph, a fine of not less than 5,000 yuan but not more than 50,000 yuan shall be imposed on its direct responsible person. If there are other provisions in laws and regulations, those provisions shall apply.

Article 36 If a market entity fails to publicize relevant information in accordance with the provisions of these Regulations or conceals the true situation or falsifies publicized information, fails to retain relevant materials or retains false materials, the market supervision and administration department of the people’s government at or above the county level shall order it to make corrections within a time limit and may impose a fine of not less than 10,000 yuan but not more than 50,000 yuan; if the circumstances are serious, a fine of not less than 50,000 yuan but not more than 200,000 yuan shall be imposed.

If a market entity is a unit and commits the acts specified in the preceding paragraph with serious circumstances, a fine of not less than 5,000 yuan but not more than 50,000 yuan shall be imposed on its direct responsible person. If there are other provisions in laws and regulations, those provisions shall apply.

Article 37 If a market entity violates the provisions of these Regulations and has any of the following circumstances, the market supervision and administration department of the people’s government at or above the county level shall impose a fine of not less than 5,000 yuan but not more than 50,000 yuan; if it constitutes a violation of public security management, the public security organ shall impose a punishment according to law:

1. Refusing to allow inspectors or their entrusted professional institutions to enter the inspection site;
2. Refusing to provide relevant materials to inspectors or their entrusted professional institutions;
3. Providing false materials;
4. Other acts of obstructing or hindering the inspection work, making the inspection work unable to proceed normally.

Article 38 If a hosting institution violates the provisions of these Regulations, the market supervision and administration department of the people’s government at or above the county level shall order it to make corrections within a time limit; if it refuses to make corrections, a fine of not less than 10,000 yuan but not more than 100,000 yuan shall be imposed.

Article 39 If a natural person or intermediary agency entrusted to handle market entity registration violates the provisions of these Regulations, the market supervision and administration department of the people’s government at or above the county level shall confiscate the illegal income and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan.

Article 40 Illegal acts of market entities in registration management activities shall be investigated and dealt with by the market supervision and administration department of the people’s government at or above the county level where the market entity’s address or business premises is located; if comprehensive administrative law enforcement management has been implemented, those provisions shall apply.

Chapter VI: Supplementary Provisions

Article 41 These Regulations shall come into effect on May 1, 2024. The “Commercial Registration Management Regulations of China (Hainan) Pilot Free Trade Zone” adopted at the 8th Meeting of the Standing Committee of the 6th Hainan Provincial People’s Congress on December 26, 2018, shall be repealed simultaneously.

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