The Reform Of Corporate Annual Inspection System To Corporate Annual Reports Publicity System In Commercial Registration System

The economic base determines the superstructure. Law, as a means of the superstructure, serves as an effective maintenance of the solid foundation of economy under the influences of history and politics. Therefore, the study of the reform of laws and regulations must be done from multiple dimensions and perspectives. Nowadays, there hasn’t been a complete and unified law for china’s commercial registration system which is current scattered in different legal system. At different times and under different circumstances, china’s commercial registration system focuses on different aspects including registration, supervision and management, public and private law and so on. The commercial registration system consists mainly of corporate registration system and corporate annual inspection system which are different in concept and unified in logic. Corporate registration system is the foundation of corporate annual inspection system while the corporate annual inspection system is the extension of corporate registration system. At the same time, corporate annual inspection system has not only legal significance but also administrative significance. The study of reform of annual inspection system plays a significant role in enriching and improving china’s commercial registration system and in understanding the future of reform of china’s laws and regulations in the context of the current economic and political situation.Before the reform and opening-up policy, China has pursued the economic strategy of planned economy. Enterprises are directly controlled by the state. At that time, the commercial registration system only contained enterprise registration. With the deep of reform and opening-up policy, our country has gradually introduced foreign investment and the number of private enterprises was increased. In order to strengthen the supervision and management of the market, the government continued to improve the enterprise registration system, as well as established corporate annual inspection system. In 1988, China established corporate annual inspection system formally. In 1996, the State Administration for Industry and Commerce issued the “corporate annual inspection methods" to standardize the contents of corporate annual inspection system which opened a new chapter of corporate annual inspection system. Then the State Administration for Industry and Commerce modified "corporate annual inspection methods" in 1998 and 2006. The establishment of corporate annual inspection system, not only enrich and improve the commercial registration system for easy daily management of State Administration for Industry and Commerce, but also effectively prevent the occurrence of economic crimes, such as flight of capital and Registration fraud, so as to maintain the stability of market economy. The reform of corporate annual inspection system never stops. From its establishment in 1988, to the improvement of content in 1996, and then to the amendment in 1998 and 2006, we can see that, during the modification of laws and regulations, our country always follows the law of economic development. The formulation and amendment of laws and regulations has significant meanings. On the one hand, it can promote the implement of government’s major policies. On the other hand, it can improve corporate annual inspection system of our country.In 2013, China has implemented a new commercial registration system in Shenzhen, Guangzhou and Shanghai trade zone. The new system has changed corporate annual inspection system into corporate annual reports publicity system. February 7, 2014, the State Council issued ″Reform Plan for Registered Capital Registration System″. ″Program″ changed corporate annual inspection system to corporate annual reports publicity system. Then, the State Council approved ″Provisional Regulations on Public Notice of Corporate Information″, which will officially take effect on October 1,2014. The regulations clarified the contents of corporate annual reports publicity system including registration, publicity, legal liability and the like. It means that, the corporate annual inspection system which has been implemented for twenty years will step off the stage of history. It will be replaced by corporate annual reports publicity system which is more adapt to the society.The disappearance of corporate annual inspection system is not a thing that can be accomplished in one move, and so is the appearance of corporate annual reports publicity system. With China’s economic growth slowdown, many problems has occurred, such as rising labor costs, poor investment environment, the deterioration of market competition and the like, forcing the government to make a reform of policy and economy. The core of the reform is marketization and de-administration. Corporate annual inspection system can help the industry and commerce administration authorities grasp the basic information of various enterprises to ensure the stability and security of market. However, with the development of modern business and society, the inadequate of corporate annual inspection system has gradually emerged, such as: the abuse of power by administration, underutilize of corporate annual inspection information. Under this circumstance, we need to find a new regulation to replace the corporate annual inspection system to solve its inadequacies that has already appeared. The appearance of corporate annual reports publicity system can promote the construction of social credit system and reduce the direct intervention of government. It can also achieve the balance between realization of public needs and protection of trade secrets. Corporate annual reports publicity system requires companies to release information of reports through annual publicity system. It means that the subject of enterprise supervision and management is not only administrative management office, but also the market, which has greater rights.In fact, as early as 1993, listed companies had already started to implement the annual report system. There are differences between listed companies’ annual reports publicity system and non-listed companies’ annual publicity system, such as public objects, the administrative object that annual report submitted to, the capital of the company and organizational structure. This article will limit the scope of non-listed company’s annual reports publicity system. The biggest difference between annual reports publicity system and annual inspection system is that, the former put more emphasis on the "quality" of enterprise. Annual reports publicity system requires companies to public information about its operating conditions, such as the company’s financial situation, balance sheets, etc. On the contrary, enterprise registration was weakened. Annual system requires companies to publish annual reports materials by market subject credit information publicity system of business management authority. With the help of the Internet platform, enterprise publicity information is no longer limited only by business management authority Supervision, but also by the public. In addition, during the process of supervision and management, transparency of SAIC’s work has improved significantly. Corporate annual inspection system can not only enrich and improve laws and regulations of corporate annual inspection system, but also active and stabilize the market economy. Meanwhile, corporate annual reports publicity system plays a great role in the reform of “streamline administration and institute decentralization”.In China, whether corporate annual inspection system, or corporate annual reports publicity system belongs to commercial registration system. In the code of any country, the nature of the commercial registration includes both privacy and publicity. Scholars have debated on this issue for a long time. It is because in different period, the commercial registration system showed different nature because of the different economic conditions and political background. This article takes this concept as the main line. Firstly, it introduces the overview of the commercial registration system, and the relationship between the commercial registration system and corporate annual inspection system. Secondly, it discusses the causes and meanings of transformation of corporate annual inspection system into corporate annual reports publicity system from the aspect of history, economy and policy. Thirdly, it analyzes China’s current annual public system, including an overview and the significance. Then the article compares it with annual reports publicity system of listed companies. Finally, it provides suggestions for the implementation and reform of annual reports publicity system from three aspects: improve the legal basis of annual reports publicity system, standardize the contents of annual reports publicity system and establish the supporting system of annual reports publicity.This paper is divided into four parts:The first part is about commercial registration system. The first section is an overview of commercial registration system, including the origin of commercial registration, different definitions and analysis of commercial registration given by scholars came from different countries. The second section is an introduction of the legal nature of commercial registration. There are three main views: public law, private law, law of dual nature. The third section analyzes the relationship between commercial registration system and corporate annual inspection system. The last section introduces the legal protection of commercial registration, including three aspects: security of transactions, efficiency of transaction and business reputation.The second part is about corporate annual inspection system in China. Firstly, it summarizes the definition and contents of corporate annual inspection system. Secondly, it introduces the process of reform and development of corporate annual inspection system in China, including the establishment in 1988, the regulation in 1996, as well as two amendment in 1998 and 2006. Then, from the aspect of economic conditions and political backgrounds, it analyzes the causes and meanings of amendment of corporate annual inspection system. Finally, it points out the problems of corporate annual inspection system.The third part introduces corporate annual reports publicity system. Firstly, it introduces the corporate annual reports publicity system of Shenzhen and Shanghai Free Trade Zone. Secondly, it introduces the current corporate annual reports publicity system of China. Thirdly, it introduces different forms of corporate annual reports publicity system at different times, and analyzes the reasons for its existence and its role. Lastly, it introduces the corporate annual reports publicity system of listed company in China.The fourth part is about suggestions of China’s corporate annual reports publicity system. According to the analysis of transformation of corporate annual inspection system into corporate annual reports publicity system, combined with the experience of listed company, Shenzhen area and Shanghai Free Trade Zone, it gives some appropriate recommendations on the implementation of corporate annual reports publicity system of our country.