(Approved by the State Council on February 22, 1998 and promulgated by Decree No. 85 of the State Administration for Industry and Commerce on April 7, 1998)
颁布日期：19980407 　实施日期：19980407 　颁布单位：国家工商行政管理局

Article 1 These Rules are formulated for the purpose of standardizing the registration administration of legal representatives of legal entities.

Article 2 These Rules shall be applicable to the registration administration of legal representatives in the registration of legal entities(including registration of companies, the same hereinafter).

Article 3 A legal representative of a legal entity(hereinafter referred to as a legal representative of an enterprise) shall, subject to the verification, approval and registration of an enterprise registration organ, obtain the qualification of a legal representative of an enterprise.

Article 4 Whoever has any of the following circumstances must not serve as a legal representative of an enterprise, and no enterprise registration organ shall verify, approve and register:

(1)whoever has no ability for civil acts or has restricted ability for civil acts.

(2)whoever is under criminal penalty or under compulsory criminal measures.

(3)whoever is wanted by a public security organ or state security organ.

(4)whoever has been sentenced to criminal penalty whose completion of service of the sentence has not exceeded five years for committing crime of corruption and bribery, crime of infringement on property or crime of disruption of the order of socialist market economy; whoever has been sentenced to criminal penalty whose completion of service of the sentence has not exceeded three years for committing other crimes; or whoever has been sentenced to deprivation of political rights for committing crimes whose completion of service of the sentence has not exceeded five years.

(5)whoever has served as the legal representative, or director or manager of an enterprise that has gone bankrupt for liquidation due to mismanagement and assumed personal responsibility for the bankruptcy of the said enterprise and has not exceeded three years from the date of completion of the bankruptcy liquidation of the said enterprise.

(6)whoever has served as the legal representative of an enterprise the business license of which has been revoked for violation of law and assumed personal responsibility for the illegal acts of the said enterprise and has not exceeded three years from the date of revocation of the business license of the said enterprise.

(7)whoever has been in debt in fairly big amount and has not liquidated it on maturity.

(8)other persons who cannot serve as a legal representative of an enterprise specified by laws and the State Council.

Article 5 The procedures for appointment and relief of the post of the legal representative of an enterprise should conform to the provisions of laws, administrative regulations and articles of association of the legal entity.

Article 6 In the event of occurrence of any of the circumstances listed in Article 4 of these Rules during the term of office of the legal representative, the said legal entity should apply for going through registering the change in the legal representative of the enterprise.

Article 7 A legal entity should, in applying for going through registering the change in the legal representative of the enterprise, present the following documents to the original enterprise registration organ:

(1)the document on the relief of the post of the original legal representative of the enterprise;

(2)the document on the assumption of office of the new legal representative of the enterprise; and

(3)the letter of application for registering the change signed by the original legal representative of the enterprise.

When the legal representative of a limited liability company or a company limited by shares who is unable to or will not sign the letter of application for registering the change during his/her term of office in the event of occurrence of any of the circumstances listed in Article 4 of these Rules, the legal representative-designate of the company shall sign the letter of application for registering the change in accordance with the resolution of the general meeting of shareholders or that of the board of directors on the change of the legal representative of the company.

When the legal representative of a legal entity other than the corporate legal person who is unable to or will not sign the letter of application for registering the change during his/her term of office in the event of occurrence of any of the circumstances listed in Article 4 of these Rules, the legal representative-designate of the enterprise shall sign it in accordance with the decision of the contributors of the enterprise on the change of the legal representative of the enterprise.

Article 8 The legal representative of an enterprise should exercise his/her powers pursuant to the terms of reference prescribed by laws, administrative regulations and the articles of association of the legal entity.

Article 9 The signature of the legal representative of an enterprise should be submitted to the enterprise registration organ for the record.

Article 10 Whoever conceals truth and adopts fraudulent means in obtaining the qualification of the legal representative of an enterprise in violation of these Rules shall be ordered by the enterprise registration organ to make a rectification and imposed a fine of more than RMB 10,000 Yuan less than RMB 100,000 Yuan; where the circumstances are serious, the registration of the enterprise shall be nullified and the business license of the legal entity shall be revoked.

Article 11 Whoever should apply for going through the registration for the change of the legal representative of an enterprise but fails to go through the same in violation of these Rules shall be ordered by the enterprise registration organ to go through the same within the specified time period; whoever fails to go through the same on expiry of the specified time period shall be imposed a fine of more than RMB 10,000 Yuan less than RMB 100,000 Yuan; where the circumstances are serious, the registration of the enterprise shall be nullified and the business license of the legal entity shall be revoked.

Article 12 Any unit or individual has the right to report the offense to the enterprise registration organ upon uncovering of any of the circumstances listed in Article 4 of these Rules on the part of the legal representative of an enterprise.

Article 13 These Rules shall enter into force as of the date of promulgation.