893.5034 Registration/12: Telegram

The Consul General at Shanghai (Cunningham) to the Secretary of State

Department’s No. 237 to the Legation, July 16, 6 p.m. Chinese text and translation of “provisional regulations for the registration of companies” and “supplemental rules” mailed to the Department with this office’s despatch No. 70 [7033], July 15, 1930 (No. 6565 to the Legation, July 15, 1930).68 The following is brief summary of “provisional regulations for the registration of companies” promulgated on December 10, 1928, consisting of 5 chapters and 56 articles:

[Paragraphs Nos. 1 to 5 are a brief summary of the provisional regulations.]

The “supplementary rules” were reported to Department in this Consulate General’s telegram of July 3, 1930, 6 p.m., and to Legation in this office’s July 3, 5 p.m.
The following are replies to the points raised in paragraph 2 of Department’s telegram to Legation 237 of July 16, 6 p.m.: a basis in Chinese law for ruling of Shanghai Special District Court that [Page 554] right of company to bring suit is contingent upon previous registration under Chinese law consists of:
Article 5 of Chinese companies law reading: “Unless and until registered with the Control Bureau at place where company’s head office is located, no company may be kept in existence.”
Article 30 of chapter 2 of Chinese civil code, reading: “(a) Juristic person cannot come into existence unless registered with competent authorities.” (b) This ruling applies that [to] any litigants whether Chinese or foreign companies, (c) Method of assessing fees has been given in summary of regulations, (d) Character of information demanded of applicants given in summary of regulations. (e) Penalties for failure to register mentioned in chapter 2 of Chinese civil code as follows: Article 33. If director of juristic person disobeys orders or obstructs inspection by competent authorities, he may be punished with fine not exceeding 5000 [500?] yuan. (Article 33 is manifestly inapplicable to American citizens. Article 34. If juristic person violates any of conditions under which authorization has been granted, the grant may be revoked. Article 35. When a director has caused injury to creditors of juristic person through failure to apply to court for declaration of bankruptcy, he shall be responsible for damages.

Repeated to Legation.

  1. Telegram in two sections.
  2. Received August 14, 1930; not printed.