Legislation roundup: Merger control, business scope and enterprise names

Competition

Anti-monopoly Bureau of the Ministry of Commerce, Guiding Opinions on Reporting of Concentrations of Business Operators
商务部反垄断局关于经营者集中申报的指导意见

In addition to the concentration agreement and articles of association, factors such as the objective of the transaction, the equity structure of the other business operator and the change therein, the matters voted on by the shareholders' general meeting of the other business operator and its voting mechanism, etc will normally be considered when determining whether a business operator has secured control of another business operator through a transaction. With respect to a newly established jointly joint venture, if only one business operator controls that enterprise alone, and the other business operators have no control, a concentration of business operators is not constituted.

Further reading
Provisions on the Reporting Threshold for Concentrations of Business Operators
Guiding Opinion on Reporting of Concentrations of Business Operators
Measures for the Reporting of Concentrations of Business Operators


Business registration

State Administration for Industry and Commerce, Provisions for the Administration of the Registration of the Scope of Business of Enterprises (Draft for Comments on Amendments)
国家工商行政管理总局企业经营范围登记管理规定（修订征求意见稿）

The Draft removes the provisions on the investigation and handling of operations carried on beyond the scope of business. It relaxes the conditions for the application for the scope of business and specifies that for new industries vaguely expressed or not recorded in the Industrial Classification for National Economic Activities, they may be registered directly by referencing relevant policy documents, industry practice or the professional references. It specifies the rules for prior permissions, subsequent permissions and the application for and registration of general business projects.

See the digest for more details.

Further reading
PRC Company Law (2013 Revision)
Setting up a WFOE just got easier


State Administration for Industry and Commerce, Implementing Measures for the Administration of the Registration of Enterprise Names (Draft for Comments on Amendments)
国家工商行政管理总局企业名称登记管理实施办法（修订征求意见稿）

The Draft relaxes the restrictions on the administrative division and industry expression in enterprise names, increasing the freedom of applicants in applying for enterprise names. It also adds provisions on the word “Group” and the renewal of the term of names, making the starting of new enterprises and expansion of business more convenient.

See the digest for more details.

Further reading
PRC Company Law (2013 Revision)
Provisions on Several Issues Concerning the Trial of Civil Disputes Involving Conflicts Between Prior Rights and Registered Trademarks or Enterprise Names
Setting up a WFOE just got easier