Conditions and Documents of Establishing a Group Company
Establishment conditions, procedures, and required materials of group companies
Conditions for the establishment of group companies:
Conditions for the establishment of national group companies:
1. The registered capital of the parent company of the enterprise group is more than 50 million yuan.
2. At least having 5 holding subsidiaries.
3. The total registered capital of the parent company and its subsidiaries is more than RMB 100 million.
4. All members of the group have legal personality.
Conditions for the establishment of provincial group companies:
1. The registered capital of the parent company is more than 30 million yuan.
2. There are three subsidiaries (i.e., holding companies)
3. The sum of the registered capital of the parent company and the registered capital of the three subsidiaries is more than 60 million yuan.
4. All members of the group have legal personality.
Conditions for the establishment of municipal group companies:
1. The registered capital of the parent company is more than 10 million yuan.
2. There are three subsidiaries (i.e., holding companies).
3. The sum of the registered capital of the parent company and the registered capital of the three subsidiaries is more than 20 million yuan.
4. All members of the group have legal personality.
Time limit for acceptance and review: Application for group establishment, change, cancellation registration and filing, where all documents and certificates are complete, the administration for industry and commerce completes the approval or vetting process within 5-15 working days after acceptance.
The registration and establishment of enterprise groups generally follow the following steps:
1. Obtain and fill in the ‘Name (Change) Pre-approval Application’ and prepare related materials.
2. Submit the name registration materials and receive the ‘Acceptance Notice of Name Registration’, waiting for the name approval result.
3. Receive the ‘Pre-approval Notice of Company Name’ and related materials, and at the same time receive the ‘Group Establishment Registration Application’ and other related forms.
4. Submit the application materials and receive the ‘Acceptance Notice’ after the materials are complete.
5. Receive the ‘Enterprise Group Registration Certificate’ on the date specified in the ‘Acceptance Notice’.
Composition of enterprise group names and related requirements
The name of the enterprise group is composed of four parts: administrative division + numbers + industry + group, successively.
Requirements for the names of enterprise groups and their members:
1. If the name does not include an administrative division, it shall be approved by the State Administration for Industry and Commerce according to the prescribed procedures.
2. The name of the enterprise group may have an abbreviation.
3. The parent company (core enterprise) may use the words ‘group’ or ‘(group)’ in the name of the company.
4. Subsidiaries (members of the group) may bear the group name or abbreviation.
5. The participating company may, with the consent of the group’s management organization, bear the enterprise group name or its abbreviation in its own name.
The documents and certificates to be submitted for the registration of the name of the enterprise group shall be in accordance with the relevant requirements of the ‘Interim Provisions for the Administration of Enterprise Group Registration’. The name of the enterprise group shall be submitted by the parent company of the enterprise group after the group has met registered conditions, and shall be filed together with the application for establishment or registration change. The following information shall be submitted:
Documents and certificates to be submitted for pre-approval of name registration:
1. ‘Name (Change) Pre-approval Application’.
2. Certificate of legal person status of the enterprise group member.
3. Proof of ownership or capital contribution of the parent company (core enterprise) to group members.
4. ‘Designation (Trust) Letter’.
Documents and certificates to be submitted in advance for change of name:
1. ‘Name (Change) Pre-approval Application’.
2. Copies of the ‘Enterprise Group Registration Certificate’ stamped with the official seal of the parent company (core enterprise).
3. ‘Designation (Trust) Letter’.
Documents and certificates to be submitted for application of enterprise group registration:
1. ‘Enterprise Group Registration Form’.
2. Articles of Association of the company signed by all members of the group.
3. Members of the enterprise group submit a copy of the Business License stamped with the company’s official seal.
4. Proof of ownership or capital contribution of the parent company (core enterprise) to the group member company.
5. ‘Name (Change) Pre-approval Application’, ‘Pre-approval Notice of Enterprise Name’ and other pre-registration materials for name registration.
6. ‘Designation (Trust) Letter’.
7. The shareholding companies and other member companies only submit a copy of the business license affixed with the official seal of the company.
Documents and certificates that should be submitted for change of registration of enterprise groups
1. ‘ Enterprise Group Registration Change Form’.
2. ‘Enterprise Group Registration Certificate’.
3. ‘ Designation (Trust) Letter ‘.
Documents and certificates that should be submitted for filing and registration of the enterprise group and changes to the articles of association of the enterprise group
1. ‘Enterprise Group Filing Application’.
2. Amended articles of association or amendments.
3. ‘ Designation (Trust) Letter’.
Documents and certificates for other registrations.
