A Discourse on the Registration Provisions in the New Company Law

DOI: https://doi.org/10.62517/jel.202614102

Author(s)

Bowen Chen*

Affiliation(s)

Tianjin University Law School, Tianjin, China *Corresponding Author

Abstract

Company registration, as a foundational institution of the capital market, runs through the entire lifecycle of a company—its establishment, modification, and termination—and plays an important role in optimizing the business environment, stimulating market innovation, improving the system for protecting property rights, and promoting the sound development of the capital market. However, prior to the 2023 revision of the Company Law, the former Company Law did not comprehensively, specifically, or clearly enumerate the statutory items subject to company registration or their legal effects. Instead, relevant rules were scattered across the Regulation on the Administration of Registration of Market Entities and various regulations and implementing measures issued by registration authorities. For a basic institution such as company registration, such a fragmented arrangement was difficult to meet practical needs, whether viewed in terms of normative hierarchy or the unity of the legal system. The new Company Law devotes a separate chapter to company registration, which clearly reflects the legislature’s heightened emphasis on this institution. From an interpretive perspective, this article examines the legislative rationale of the new Company Law’s registration regime from two dimensions—(1) the legalization of registration items and (2) the legal effects of registration—and offers a forward-looking discussion.

Keywords

Company Registration System; Statutory Registration Items; Registration Effect; Optimize the Business Environment; Interpretative Theory

References

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