Home > Economy & Society >Economic/Social News
Responsibility Returning to Market Main Body. Dalian Free Trade Area Takes the Lead in the Country to Introduce Examination and Approval Exemption System for Company Constitution Commitment
        To continue deepening the reform of business registration confirmation system, further clarify the border between government and market, deeply promote market access facilitation, fully respect the right of enterprises to company constitution autonomy and self-determination, return operation autonomy to enterprises maximally, on Oct. 26, Dalian Free Trade Area took the lead in the country to introduce the examination and approval exemption system for company constitution commitment, that is, in the process of business registration, company legal representative and all investors jointly sign and issue Commitment for Company Constitution Complying with Laws, the registration authority no longer reviews company constitution and provides no constitution consultation service to companies. The introduction of the examination and approval exemption system for company constitution commitment is another important move of Dalian Free Trade Area to deepen the reform of “streamlining administration, strengthening supervision, optimizing service”, optimize the business environment. This has not only simplified the registration link, reduced the workload of the registration authority and the government burden, but also given back the responsibilities that should be assumed by the market main body to the same, and at the same time eliminated excessive government intervention to allow the market main body to determine independently. 
        Company constitution refers to the basic document developed by an enterprise according to Company Law to specify company name, domicile, business scope, management system and other important matters, and also the written document that a registered enterprise must have to specify the basic rules of company organization and activities. The formulation of company constitution must be legal, authentic, autonomous and open. The legal nature means that the main contents, amendment procedures and effectiveness of company constitution are mandatory by law, and no company can violate them; the authenticity refers to the fact that the contents recorded in company constitution must be objective and consistent with reality; the autonomy is reflected in the fact that company constitution, as a code of conduct, is the result of the consensus expressed by company shareholders, which is implemented by a company itself without needing the coercive force of a state to ensure the implementation; the openness means that the contents of company constitution should be disclosed not only to investors, but also to the general social public including creditors.
        After the introduction of Commitment for Company Constitution Complying with Law by Dalian Free Trade Area, the legal representatives and investors of the companies registered in Dalian Free Trade Area will, on a voluntary basis, make the following commitments:
        Firstly, make a commitment that the contents of the company constitution comply with relevant national laws, regulations and policies, and provide company name and domicile, economic nature, business scope, registered capital amount and source, business scope and form, organization and powers, legal representative generation procedure and power scope, financial management system and profit distribution form, labor employment system, constitution modification procedure, etc.;
Secondly, make a commitment that the contents contained in company constitution are objective and true;
        Thirdly, the company constitution is the result of the consensus expressed by the company investors, which is executed by the company itself without needing the coercive force of the state to ensure its implementation. Its effect only applies to the company and relevant parties without having a general binding force; 
Fourthly, make a commitment that the contents of company constitution shall be disclosed not only to the investors, but also to the general social public including creditors, and the registration authority will no longer provide company constitution consultation service to the company. 
        Once the above commitment clauses are issued, they will have a legal binding force, and the registration authority will no longer bear the responsibility to examine the company constitution.