中华人民共和国商业银行法（一）
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中华人民共和国商业银行法 （Adopted at the 13th Session of the Standing Committee of the Eighth National People's Congress on May 10， l995， promulgated by Order No. 47 of the President of the People's Republic of China on May 10， 1995） Contents Chapter I General Provisions Chapter II Establishment and Organization of A Commercial Bank Chapter III Protection of Depositors Chapter IV Basic principles for Loans and Other Businesses Chapter V Financial Accounting Chapter VI Supervision and Administration Chapter VII Takeover and Termination Chapter VIII Legal Liabilities Chapter IX Supplementary Provisions Chapter I General Provisions Article 1 This Law is formulated to protect the legitimate rights and interests of commercial banks， depositors and other clients， standardize the behavior of commercial banks， improve the quality of funds， strengthen supervision and administration， ensure safety and soundness of commercial banking， maintain a normal financial order and promote the development of the socialist market economy. Article 2 The commercial banks referred to in this Law are bodies corporate established in accordance with this Law and the Company Law of the People's Republic of China to receive money deposits from the public， extend loans， provide settlement services and do other relevant businesses. Article 3 A commercial bank may engage in some or all of the following businesses： （1） receiving money deposits from the public； （2） extending short， medium and long-term loans； （3） providing domestic and international settlement services； （4） discounting bills； （5） issuing financial bonds； （6） acting as agent of issuing， cashing and underwriting government bonds； （7） dealing in government bonds； （8） inter-bank call-money business； （9） dealing or acting as agent in foreign exchange transactions； （10） providing L/c service and guarantee； （11） acting as agent in collection and payment and insurance business； （12） providing safe deposit box service； （13） other businesses approved by the People's Bank of China. The business scope of a commercial bank is defined by the statute thereof and reported to the People's Bank of China for approval. Article 4 A commercial bank operates independently， takes up responsibility for all risks it may encounter and for its own profits and losses it may bear， and exercises self-regulating mechanism on the management principle of economic efficiency， safety and liquidity. A commercial bank shall conduct its business in accordance with the law， free from interference by any department or individual. A commercial bank shall assume civil responsibilities independently with its entire assets as a body corporate. Article 5 A commercial bank shall abide by the principle of equality， voluntariness， fairness， honesty and good faith in doing business with its clients. Article 6 A commercial bank shall protect its depositors' legitimate rights and interests from encroachment by any organization or individual. Article 7 In doing credit business， a commercial bank shall strictly examine the credibility of a borrower and persist in extending loans against collateral in order to ensure recalling loans on time. A commercial bank is protected by law to retrieve the principal and interests of a loan from the borrower thereof in accordance with the law. Article 8 A commercial hank shall abide by the relevant provisions of the law and administrative decrees and regulations in doing business and shall not impair the interests of the state or the public. Article 9 A commercial bank shall abide by the principle of fair competition in doing its business and refrain from unfair competition. Article 10 A commercial bank shall be subject to supervision and administration by the People's Bank of China in pursuance of the law. Chapter II Establishment and Organization of A Commercial Bank Article 11 The establishment of a commercial bank shall require the examination and approval by the People's Bank of China. No organization or individual shall receive money deposits from the public or do any other businesses of a commercial bank or use the title of “bank” without the approval of the People's Bank of China. Article 12 The establishment of a commercial bank shall satisfy the following requirements： （1） having its statute in pursuance of this Law and the Company Law of the People's Republic of China； （2） having the minimum registered capital defined by this Law； （3） having chairman of directors （president）， general manager and other senior managerial personnel with expertise and professional experience required by their positions； （4） having complete organization and management； （5） having up-to-standard business site， safety measures and other facilities relevant with the business thereof. The People's Bank of China in examining the application for the establishment of a commercial bank should take into account the need for economic growth and the competition of the banking industry. Article 13 The minimum registered capital for the establishment of a commercial bank shall be RMB one billion yuan （RMB 1，000，000，000 yuan）。 Of the commercial banks， an urban cooperative commercial bank shall need a minimum registered capital of RMB 100 million yuan （RMB 100，000，000 yuan） and a rural cooperative commercial bank shall need a minimum registered capital of RMB 50 million yuan （RMB 50，000，000 yuan）。 Registered capital herein referred to should be paid-up capital. The People's Bank of China may readjust the floor amount of the registered capital necessary for the establishment of a commercial bank in the light of economic development， but the amount shall not be lower than those specified in the previous paragraph. Article 14 The applicant shall apply to the People's Bank of China for the establishment of a commercial bank by submitting the documents and information listed below： （1） an application for the establishment of a commercial bank， specifying the name， location， registered capital and business scope of the bank thereof； （2） a feasibility study report； （3） other documents and information required by the People's Bank of China. Article 15 The application having been examined to be in compliance with the provisions of Article 14 of this Law， the applicant shall fill a formal application form and submit the documents and information listed below： （1） a draft of the statute of the commercial bank to be established； （2） qualification documents of the senior managerial staff to be employed； （3） a certificate of capital confirmation from a legitimate capital confirmation authority； （4） a list of the names， capital contributions and shares of the share holders of the commercial bank； （5） credit certificate and other relevant information of the share holders， each holding more than ten percent of the registered capital of the commercial bank； （6） the guideline and plan for the operation of the commercial bank； （7） information of the business site， safety measures and other facilities relevant with the business of the commercial bank； （8） other documents and information required by the People's Bank of China. Article 16 Having been approved for establishment， the commercial bank shall be issued banking permit by the People's Bank of China and with it register with the Administration for Industry and Commerce for a business license. Article 17 The Company Law of the People's Republic of China is applicable to the form and structure of the organization of a commercial bank. A commercial bank which was established prior to the promulgation of this Law may follow the original provisions if its organizational form and structure do not entirely conform with the Company Law of the People's Republic of China， and the time limit for the retention thereof shall be decided by the State Council. Article 18 A commercial bank solely owned by the state shall have a board of supervisors. The Board of Supervisors shall be composed of representatives of the People's Bank of China and governmental departments， experts from other relevant departments and representative of the staff of the bank. The way of establishing the Board of Supervisors shall be defined by the State Council. The Board of Supervisors shall execise control of the solely state-owned commercial banks over the quality of credit funds， the ratio of assets and liabilities， the hedging and appreciation of the state-owned assets and other relevant matters of the bank and the behavior of its high ranking managerial personnel violating the law， administrative decrees and regulations or statute or acts damaging the interests of the bank. Article 19 A commercial bank may set up its branches within and outside the territory of the People's Republic of China in keeping with its business needs. A branch thereof shall be set up with the approval of the People's Bank of China. Branches of a commercial bank inside the People's Republic of China need not be set up in conformity with administrative divisions. A commercial bank in setting up a branch within the territory of the People's Republic of China shall allocate to it a working capital in keeping with the business scope thereof as is stipulated. The total sum of the working capital to be allocated to all branches shall not exceed sixty percent of the total capital of the commercial bank proper. Article 20 For the establishment of a branch， the applying commercial bank shall submit the documents and information listed below： （1） an application for establishing a commercial bank branch whereby should be specified the name， amount of working capital， business scope and the locations of the headquarters and branch of the commercial bank； （2） a financial report of the last two years of the applicant； （3） certificates of qualifications of the senior managerial officials to be appointed； （4） the business guideline and plan； （5） information related to the business site， safety measures and other facilities relevant with the business thereof；（6） other documents and information required by the People's Bank of China. Article 21 Having been approved to be established， a commercial bank branch shall be granted a banking permit by the People's Bank of China， and with the permit shall register with the Administration for Industry and Commerce and obtain a business license. Article 22 A commercial bank shall apply to its branches a financial system of unified accounting and centralized fund allocation and level-by-level management. The branch of a commercial bank shall not be qualified as a body corporate and it shall do business within the scope authorized by the headquarters which shall assume the civil responsibilities thereof. Article 23 Having been approved to be established， a commercial bank and its branches shall be announced to the public by the People's Bank of China. When a commercial bank or its branch has not started operation for over six months from the date of being granted a business license without proper reason or has automatically suspended operation for over six consecutive months after starting its operation， the People's Bank of China shall revoke its banking permit and make a public announcement thereof. Article 24 In the event of one of the changes listed below， a commercial bank shall need to obtain the approval from the People's Bank of China： （1） change of the name of the commercial bank； （2） change of the registered capital； （3） change of the business sites of the head office and/or its branch（es） of the bank； （4） readjustment in business scope； （5） change of share holders， each holding more than ten percent of the total capital or total shares of the commercial bank； （6） revision of the statute； （7） other changes specified by the People's Bank of China. When a commercial bank needs to replace its chairman of the board of directors， or general manager with a new one， the qualifications of the appointee shall be reported to the People's Bank of China for examination. Article 25 The Company Law of the People's Republic of China is applicable to the split and merger of commercial banks. The split or merger of commercial banks shall require the examination and approval by the People's Bank of China. Article 26 A commercial bank shall use the banking permit pursuant to law and administrative decrees and regulations. It is prohibited to counterfeit， tamper with， transfer， lease or lend the banking permit. Article 27 Anyone who has one of the following backgrounds shall not be fit for high managerial positions in a commercial bank： （1） having once been sentenced to punishment for the crimes of embezzlement， bribery， illegal possession of property， misappropriation of public property or disruption of social economic order， or having been deprived of political rights for crimes； （2） having served as a director of the board of directors， the director or manager of a company which went bankrupt because of mismanagement and having been personally responsible for the bankruptcy； （3） Having been the legal representative of a company whose business license had been revoked on account of violation of the law and having been personally responsible thereof； （4） Having failed to repay a fairly large debt already due. Article 28 Any organization or individual intending to buy more than ten percent of the shares of a commercial bank shall have to obtain the approval from the People's Bank of China. Chapter III Protection of Depositors Article 29 A commercial bank in its savings deposit business shall abide by the principle of voluntariness in depositing， freedom of withdrawal， interest on every deposit and keeping secret for the depositor. With regard to savings deposits of individuals， a commercial bank has the right to reject the demand of any department or individual for investigation， freezing， withholding or transferring a savings deposit， unless it is other wise defined by the law. Article 30 With regard to deposits of any organization， a commercial bank has the right to reject the demand of any other organization or individual for investigation； unless it is otherwise defined by the law or administrative decrees and regulations； it has the right to reject the demand of any other organization or individual for freezing， withholding or transferring such a deposit， unless it is otherwise defined by the law. Article 31 A commercial bank shall fix its interest rates for deposits pursuant to the ceiling and floor of interest rates defined by the People's Bank of China and make public announcement thereof. Article 32 A commercial bank shall place a required reserve with the People's Bank of China and keep a dequatest and by reserve in accordance with the stipulations by the People's Bank of China. Article 33 A commercial bank shall guarantee the payment of the principal and interests of every deposit and shall not delay or refuse the payment thereof. Chapter IV Basic Principles for Loans and Other Businesses Article 34 A commercial bank shall conduct its loan business in accordance with the need for the development of the national economy and social progress and under the guidance of the state industrial policy. Article 35 A commercial bank shall conduct strict examination of the usage， capability and form of repayment as well as other relevant matters of a borrower in order to extend a loan. A commercial bank shall implement a system in which the examination and the actual extending of a loan are conducted by separate departments and the examination and approval of a loan are conducted at different levels. Article 36 A commercial bank shall extend a loan against a security， and conduct strict examination of the repaying capability， the ownership and value of the mortgage or pledge， and the feasibility of the realization of the mortgage or pledge. A borrower may be exempted from securities after the commercial bank has conducted examination and found it to have a high credit rating and to have the capability of repayment. Article 37 A commercial bank shall sign a written contract with its borrower on the extending of a loan. The contract shall specify the category， usage， amount， rate of interest， date and form of repayment， default liabilities and other matters deemed as necessary by the two parties. Article 38 A commercial bank shall fix its interest rates for loans in accordance with the ceiling and floor for the rates of interest for loans fixed by the People's Bank of China. Article 39 A commercial bank in its loan business shall abide by the regulations on the ratios of assets and liabilities listed below： （1） the capital adequacy rate shall not fall short of eight percent； （2） the ratio of the outstanding balance of loans to that of deposits shall not exceed seventy-five percent； （3） the ratio of the outstanding balance of liquid assets to that of liquid liabilities shall not fall short of twenty-five percent； （4） the ratio of the outstanding balance of loans to one borrower to that of the capital of the bank shall not exceed ten percent； （5） other stipulations by the People's Bank of China on asset and liability management. When a commercial bank which was established prior to the promulgation of this Law is found to have its ratios of assets and liability at variance with the stipulations herein before， it is required to conform to the stipulations within a designated time limit. Concrete rules for the implementation shall be defined by the State Council. Article 40 A commercial bank shall not extend unsecuried loans to related persons； and shall not provide related persons with securied loans on conditions more favorable than those to a borrower of a similar loan. The related persons mentioned in the previous paragraph refer to： （1） the members of the board of directors， members of the board of supervisors， managerial personnel and staff of the credit business department of a commercial bank， and their close relatives； （2） the company， enterprise or other economic organization wherein the aforesaid persons have made investment or assumed senior managerial positions. Article 41 No organization or individual may force a commercial bank to extend a loan or provide guarantee for a loan. A commercial bank shall have the right to refuse any organization's or individual's demand for a loan or guarantee. A commercial bank owned solely by the state should provide loans for special projects approved by the State Council. Losses resulting from such loans shall be compensated with appropriate measures taken by the State Council. Concrete measures shall be defined by the State Council. |
