my country’s current enterprise registration system was born out of the era of planned economy. Although it has gone through the baptism of 28 years of reform and opening up, it still has a deep imprint of the planned economy, which is reflected in layers of approval, strict review, In terms of administrative licensing such as exit difficulties, today, in order to manage the economic environment, we continue to emphasize the need to "strictly control the access of market entities." We believe that if we control this barrier, the economic order will naturally improve. However, there are currently endless coal mine accidents and food safety issues. , counterfeiting, consumer fraud, counterfeit trademarks, copyright infringement and other market insecurity phenomena, indicating that the strict market access system does not effectively regulate market failure. On the contrary, excessive access thresholds have become a "bottleneck" for economic development. In particular, it limits the entrepreneurial aspirations of small and medium-sized enterprises and individuals. This shows that the enterprise registration system is flawed in many aspects. According to my country's current enterprise registration rules, enterprise registration is when the industrial and commercial administrative organs review and verify the establishment, change or termination of the applicant's qualifications as an enterprise subject in accordance with the provisions of laws and regulations, and make a decision to approve or disapprove the registration. Only after an "Enterprise Legal Person Business License" or "Business License" is issued and announced, can the enterprise carry out production and business activities. From the perspective of my country's enterprise registration regulations and practices, the "Business License" issued by the registration authority has dual functions, that is, the role of confirming the qualifications of the enterprise and the qualification of the enterprise. "(June 29, 1999) pointed out that "if an enterprise has its business license revoked, its legal person qualification or business qualification shall be terminated", which can be considered as an affirmation of the dual functions of the "Business License". Obtaining a "Business License" is a prerequisite for an enterprise to obtain entity qualifications and operating qualifications. The dual function of the "Business License" is the result of the government's administrative management of economic life during the planned economy period. However, today when our country is entering a comprehensive market economy, it has lost the basis for its existence and has become one of the institutional obstacles hindering economic development. , showing dislocation and absence at all levels of economic life, administrative management and judicial trials. 1. The registration authority strictly examines the prerequisites in the hope of keeping unqualified enterprises out of the market. However, practice has proven that this not only raises the threshold for enterprises to enter the market, but also puts them in the wrong position. There are too many administrative approvals in our country's industry. Although they have been cleaned up, they have been cleared up and implemented. Currently, there are still a large number of administrative approval matters scattered in the laws and regulations of various administrative departments. The substantive and procedural laws for establishing enterprises have been changed from the " From the Company Law to the Interim Regulations on the Administration of Urban and Rural Individual Industrial and Commercial Households, a large number of regulations on the review of industry business qualifications have been retained. Although the Company Law (revised and adopted by the National People's Congress on October 27, 2005) has established the requirement to register directly with the company The principle of agency registration, but Article 12 still stipulates: When a company is registered, "the items within the company's business scope that are subject to approval according to laws and administrative regulations shall be approved in accordance with the law." "Interim Regulations on the Management of Urban and Rural Individual Industrial and Commercial Households" "(issued by the State Council on August 5, 1987) Article 7: "If the state stipulates that operators need to meet specific conditions or need to be approved by the industry competent department, they shall submit relevant approval documents when applying for registration. Applying to operate the hotel industry and engraving industry , trust consignment industry, and printing industry must be reviewed and approved by the local public security authorities.” It can be seen that strict pre-examination is the determination of business qualifications. When the state empowers the registration authority to examine the business qualifications of enterprises, it actually makes a mistake. The main function of approval and registration is to confirm market entities, rather than to control business activities through the review of market entities. Facts have shown that this kind of control is also ineffective, as The "Resident Identity Card" does not guarantee that citizens abide by the law. According to the logical inference that registration is to confirm business qualifications, if an enterprise meets the prescribed operating conditions, then registration is no longer necessary. If an enterprise operates without meeting the prescribed operating conditions, it should be investigated and punished by the industry authorities, and registration is also unnecessary. 2. The substantive review has a strong color and is inconsistent with the legislative spirit of the Administrative Licensing Law and the general foreign practice that favors formal review.

The "Measures for the Investigation, Punishment and Banning of Unlicensed Business Operations" (issued by the State Council on December 18, 2002) also reflects this confusion and is an interference of public law in private rights. According to the State Council's Three-Definite Plan, the Administration for Industry and Commerce is responsible for market supervision. However, under the confusing thinking that registration is management, the phenomenon of focusing on registration but neglecting management, or only registering but not managing, has been plaguing the development of industrial and commercial undertakings. The Fuyang tainted milk powder incident that occurred in the past few years fully illustrates the lack of control over market supervision by relevant departments. As far as the industrial and commercial departments are concerned, most of the manufacturers, wholesalers, and retailers that produce and distribute inferior milk powder are also legally registered enterprises or Individual industrial and commercial households, but they produced inferior milk powder and sold it to the market under the eyes of regulatory agencies. 5. Strict entry and easy exit, and the exit mechanism is not perfect. The continuous entry and exit of enterprises is the source of vitality for the market economy. Only by establishing a normal enterprise exit mechanism can the efficiency and security of the market be ensured. Our country has established a relatively strict access system, but the exit system is not perfect. The "General Principles of the Civil Law" stipulates that when an enterprise terminates, it must go through deregistration and liquidation. The "Interim Regulations on the Administration of Individual Industrial and Commercial Households" also stipulates that when an individual industrial and commercial household goes out of business, it must go through the procedures for closing down and pay off its debts to creditors. It can be seen that deregistration and liquidation are the prerequisite for the elimination of subject qualifications and a sign of the company's complete withdrawal from the market. The "Company Law", "Regulations on the Administration of Company Registration", "Regulations on the Registration and Administration of Enterprise Legal Persons" and "Partnership Law" have corresponding Regulation. In fact, after the death of many enterprises in our country, due to various reasons, they did not go through deregistration or liquidation, that is, they dissolved themselves, or maliciously evaded debts during liquidation, making the liquidation almost impossible to complete, and the legal consequences caused by registration regulations There are no regulations on the consequences, which leads to three ambiguities in the time of death of a dead enterprise. First, is the time when the enterprise is terminated or when its "Business License" is revoked in accordance with the law? Second, is the time when liquidation is completed the time when the enterprise is terminated? Third, is the time of deregistration the time when the enterprise terminates? The registration authority generally regards the deregistration time as the time when the enterprise terminates. Therefore, there are a large number of dead companies in the society that are still alive in the registration authority, commonly known as "dead" companies. The penalties for dead companies that refuse to cancel their registration are also very poorly stipulated. Article 66 (8) of the "Implementation Rules of the Regulations on the Registration and Management of Enterprise Legal Persons" (issued by the State Administration for Industry and Commerce on November 3, 1988) stipulates: "Anyone who fails to apply for cancellation of registration in accordance with the regulations shall be ordered to handle cancellation of registration within a time limit. Refusal Those who fail to handle the matter will be fined up to RMB 3,000, and the competent authorities of the enterprise may be held accountable.” Is this penalty a fine on the company or the person in charge of the company? If the enterprise has been dissolved or the whereabouts of the person in charge is unknown or the enterprise has no competent department, this penalty cannot be implemented at all. Article 30 of the "Measures for the Registration and Management of Partnership Enterprises" (issued by the State Council on November 19, 1997): "If a partnership enterprise fails to complete the deregistration after the dissolution and liquidation, the business license shall be revoked by the enterprise registration authority." This penalty requires liquidation as a condition of punishment, which is very difficult to operate. Since the "Business License" has the dual function of confirming the subject qualifications and operating qualifications, the revocation of the "Business License" of an enterprise also means the elimination of the subject qualifications. After the enterprise has its business license revoked and there is no liquidator, can it still be used as the original enterprise? Participate in the lawsuit in name? This is a problem that has long plagued judicial practice. In order to resolve this contradiction, the Supreme People's Court issued Fa Jing [2000] Letters No. 23 and 24, clarifying that after the business license of an enterprise legal person is revoked and before the registration is deregistered, the legal person It should still be regarded as existing and can carry out litigation activities in its own name. It is precisely because the enterprise exit mechanism is not perfect that it brings many uncertain factors to market security.