Commercial Bank Law (Chinese and English Text)
Major Law
Additional Laws and Regulations
Short Summary
The following translation was retreived from the Ministry of Commerce's Web site on July 10, 2006. The Chinese text was retrieved from the China Banking Regulatory Commission Web site on July 10, 2006.
Commercial Bank Law of the People's Republic of China Order [1995] No.47 of the President of the People's Republic of China Adopted by the Standing Committee of the Eighth National People's Congress in l995 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 bank, 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 exercise 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 otherwise 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 adequate standby 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 hereinbefore, 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 unsecured loans to related persons; and shall not provide related persons with secured 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. Article 42 A borrower shall repay the principal and interest of a loan on schedule. When a borrower fails to repay a secured loan, the commercial bank has the right to be repaid the principal and interest of the loan or the priority of getting paid with the collateral thereof. A commercial bank shall dispose of the real estate or stocks on mortgage or pledge within a year from the date of obtaining. A borrower shall assume the responsibility for failure to repay the unsecured loan falling due in accordance with the contract thereof. Article 43 A commercial bank shall not engage in trust investment or stock business, or invest in real estate not for its own use within the People's Republic of China. A commercial bank shall not invest in non-bank financial institutions or enterprises within the People's Republic of China. A commercial bank which has made investment in non-bank financial institutions or enterprises prior to the promulgation of this Law shall be subject to other provisions stipulated by the State Council. Article 44 A commercial bank in handling settlements such as acceptance, remittance and collection shall make timely cashing and entries pursuant to relevant provisions without detaining bills or instruments or dishonoring them in violation of regulations. The relevant provisions for the time limit for bill acceptance and entries in accounting books should be made public. Article 45 A commercial bank shall apply for approval for issuing financial bonds or seeking loans outside China in accordance with the law and administrative decrees. Article 46 Inter-bank loan shall be subject to the time limit defined by the People's Bank of China and the maximum time for such financing shall not exceed four months. It is prohibited to use call money to extend loans on fixed assets or to make investment. The call money for lending shall be only the idle fund after depositing required reserve, leaving adequate standby reserve and repayment of loans falling due to the People's Bank of China. The call money for borrowing shall be used to meet the position shortage in interbranch settlement and interbranch remittance and temporary needs for turnover of funds. Article 47 A commercial bank shall not receive money deposits or extend loans by raising or lowering interest rates or by other unjustifiable means in violation of regulations. Article 48 An enterprise or undertaking may open a principal account with a commercial bank of its own choice for day to day transfer and settlement of accounts and cash receipt and payment, but it shall not open two or more principal accounts. No organization or individual shall deposit the fund of an organization in an account opened in the name of an individual. Article 49 A commercial bank shall fix its business hours to the convenience of its clients and make public announcement thereof. A commercial bank shall conduct its business during its announced business hours and shall not suspend business or shorten its business hours at will. Article 50 A commercial bank shall collect commission fees on handling business and providing services in accordance with the stipulations of the People's Bank of China. Article 51 A commercial bank shall preserve all the financial statements, business contracts and other information for a specified period in accordance with relevant state regulations. Article 52 The staff of a commercial bank shall abide by the law, administrative decrees and regulations and other rules for the administration of various businesses and shall not have wrong conducts listed below: (1) taking advantage of their positions to demand or accept bribes, or violating relevant state regulations to accept commissions or service fees under any pretext; (2) taking advantage of their positions to commit embezzlement, misappropriation or unlawful possession of the funds of the bank or of clients; (3) providing loans or guarantee to relatives or friends in violation of regulations; (4) holding positions concurrently at other economic institution(s); (5) other acts in violation of the law, administrative decrees and regulations and rules in business management. Article 53 The staff of a commercial bank shall not disclose state secrets or commercial secrets which they come into possession during their service in the bank. Chapter V Financial Accounting Article 54 A commercial bank shall establish and improve its financial accounting system in accordance with the law and the state unified accounting standards as well as the relevant stipulations of the People's Bank of China. Article 55 A commercial bank shall, in accordance with relevant state regulations, truthfully and in an all-round way record and reflect its business activities and financial position, produce its annual financial accounting report and timely submit its financial statements to the People's Bank of China and the treasury department. A commercial bank shall not establish accounting books other than those legally specified. Article 56 A commercial bank shall announce its business performance and audited statement of the previous fiscal year within three months after the end of every fiscal year in accordance with the stipulations of the People's Bank of China. Article 57 A commercial bank shall retain a reserve against bad and doubtful accounts and write off bad debts in pursuance of relevant state regulations. Article 58 The fiscal year of a commercial bank begins on the first of January and ends on the thirty-first of December of the Gregorian calendar. Chapter VI Supervision and Administration Article 59 A commercial bank shall formulate its business rules, establish and improve its business management, the system of cash control and its security system in accordance with the stipulations of the People's Bank of China. Article 60 A commercial bank shall establish and improve its systems of examining and checking deposits, loans and settlement, bad and doubtful accounts and other business activities. A commercial bank shall conduct regular examination and checks on its branches. Article 61 A commercial bank shall periodically submit to the People's Bank of China balance sheets, profit and loss statements and other financial statements and information. Article 62 The People's Bank of China is authorized to exercise examination of and supervision over the deposits, loans, settlements and bad and doubtful accounts of a commercial bank at any time in accordance with the provisions of Chapter III, Chapter IV and Chapter V of this Law. The personnel in charge of the examination and supervision should produce legitimate certificates at the time of conducting examination and supervision. A commercial bank shall provide financial accounting information, business contracts and other information about its business and management at the request of the People's Bank of China. Article 63 A commercial bank is subject to the audit control by the auditing authorities in accordance with the audit law and regulations. Chapter VII Takeover and Termination Article 64 When a commercial bank is in or is liable to be in a credit crisis thus seriously threatening the interests of the depositors, the People's Bank of China may take over the said bank. The purpose of the takeover is to take necessary measures with regard to the commercial bank taken over in order to protect the interests of the depositors and help the commercial bank resume its normal operation. The debtor-creditor relationship of the commercial bank existing before the takeover remains unchanged. Article 65 The People's Bank of China shall determine a takeover and organize its implementation. The People's Bank of China shall specify the following contents in its takeover decision: (1) the name of the commercial bank to be taken over; (2) the reason(s) for the takeover; (3) the organization of the takeover; (4) the time limit of the takeover. The decision for the takeover shall be made public by the People's Bank of China. Article 66 A takeover begins on the day of implementation of the takeover decision. The organization in charge of the takeover shall begin exercising the power over the management of the commercial bank from the day of implementing the takeover decision. Article 67 On expiration of the term of the takeover, the People's Bank of China may determine to prolong the takeover, but the term shall not exceed two years to the maximum. Article 68 Takeover shall be terminated in any of the following cases: (1) that the term of the takeover expires or the prolonged term of takeover determined by the People's Bank of China expires; (2) that prior to the expiration of the term of takeover, the commercial bank has recovered its capacity of normal operation; or (3) that prior to the expiration of the term of takeover, the commercial bank has been merged or declared bankrupt in accordance with the law. Article 69 When a commercial bank splits, or merges with another one, or dissolves on reasons for dissolution pursuant to the statute of the bank, it shall submit an application to the People's Bank of China with reasons for the dissolution and a plan for liquidation, including repaying the principals and interests of deposits. It shall be dissolved with the approval from the People's Bank of China. A liquidation group shall be formed to conduct liquidation and repayment of the principals and interests of deposits shall be made in time according to the plan for liquidation when a commercial bank is to be dissolved. The People's Bank of China shall oversee the liquidation through. Article 70 When a commercial bank is closed down by order on account of its banking permit having been revoked, the People's Bank of China shall lose no time to form a liquidation group to conduct liquidation and repay the principals and interests of deposits in time according to the plan for liquidation in accordance with the law. Article 71 When a commercial bank is incapable of repaying its mature debts, may, with the consent of the People's Bank of China, be declared bankrupt by the People's Court. When a commercial bank is declared bankrupt in accordance with the law, the People's Court may organize the People's Bank of China and other relevant departments and personnel to form a liquidation group to conduct liquidation. At the time of bankruptcy liquidation, a commercial bank shall give priority to paying the principal and interests of savings deposits after paying the liquidation fees and its staff wages and labor insurance fees in arrears. Article 72 A commercial bank shall be terminated on account of dissolution, being closed down by order or declared bankrupt. Chapter VIII Legal Liability Article 73 A commercial bank shall assume the responsibility of paying interest accrued and other civil responsibilities of compensation for damages to the property of depositors or other clients under one of the situations listed below: (1) delaying or refusing repayment of the principal and interests of a deposit with no proper reason; (2) refusing to cash checks and to debit or credit accounts in violation of regulations regarding bill acceptance and other settlements or intentionally delaying to accept bills or instruments or dishonoring a bill in violation of the regulations; (3) illegally investigating, freezing or withholding and transferring the savings deposit of an individual depositor or the deposit of an institutional depositor; and (4) other actions inflicting damages to depositors or other clients in violation of the provisions of this Law. Article 74 Where one of the situations listed below occurs, the people's Bank of China may order the commercial bank to make corrections, confiscate the illegitimate gains if there is any, and mete out a fine ranging from one to five times the amount of the illegitimate gain; or, if there is no illegitimate gains, mete out a fine ranging from l00,000 yuan to 500,000 yuan; if the case is particularly serious or the offender fails to make correction within the specified time, the People's Bank of China may order it to suspend business and make rectification and consolidation, or revoke its banking permit; and if the case constitutes a crime, the commercial bank shall be investigated for criminal responsibilities: (1) issuing financial bonds or borrowing funds from outside China without official approval; (2) dealing in government bonds, or dealing in or acting as agent in dealing in foreign exchanges without official approval; (3) engaging in trust investment and stock business in the country, or making investment in real estate not for its own use; (4) making investment in non-bank financial institutions or enterprises in the country; (5) extending unsecured loans to related persons or extending loans against a collateral on more favorable conditions than to other borrowers of similar loans; (6) submitting false financial statements or financial statements which conceal important facts; (7) refusing to accept the supervision and examination by the People's Bank of China; (8) leasing or lending banking permit. Article 75 When one of the situations cited in Article 73 of this Law or one of the situations listed below occurs, the People's Bank of China may order the commercial bank to make corrections, confiscate the illegitimate gains if there is any, and mete out a fine ranging from one to three times the amount of the illegitimate gain; or, if there is no illegitimate gains, mete out a fine ranging from 50,000 yuan to 300,000 yuan: (1) having failed to place required reserve for deposits in pursuance of the stipulations of the People's Bank of China; (2) having failed to abide by the stipulations on capital adequacy, the ratio between deposit and credit, the liquidity ratio, the credit ratio of a single borrower, and other rules regarding asset and liability ratio management stipulated by the People's Bank of China; (3) setting up a branch without official approval; (4) making splits or merges without official approval; (5) using call money longer than the designated time or using call money to extend loans on fixed assets; (6) receiving money deposits or extending loans by raising or lowering interest rates or by other improper means in violation of regulations. Article 76 When a commercial bank has behavior referred to in Articles 73, 74 and 75 of this Law, the person in charge with direct responsibility and other personnel with direct responsibility shall be given disciplinary punishment; and if the case constitutes a crime, the offender(s) shall be investigated for criminal responsibilities. Article 77 When one of the situations listed below occurs, the People's Bank of China may order the commercial bank to make corrections, confiscate the illegitimate gains if there is any, and mete out a fine ranging from one to three times the amount of the illegitimate gain; or, if there is no illegitimate gains, mete out a fine ranging from 50,000 yuan to 300,000 yuan: (1) using the word "bank" without official approval; (2) buying more than ten percent of the total shares of a commercial bank without official approval; (3) opening a bank account in the name of an individual with the fund of an organization. Article 78 When a commercial bank fails to submit the relevant information to the People's Bank of China according to the relevant stipulations, or fails to report changes for approval in violation of Article 24 of this Law, the People's Bank of China shall order it to make corrections, and, if it fails to make corrections in time, mete out a fine ranging from 10,000 yuan to 100,000 yuan. Article 79 Anyone who sets up a commercial bank without official approval or illegally receives money deposit from the public or receives money deposit from the public in disguised form shall be investigated for criminal responsibilities in accordance with the law and the said bank shall be banned by the People's Bank of China. Anyone who counterfeits, alters or transfers the banking permit of a commercial bank shall be investigated for criminal responsibilities in accordance with the law. Article 80 A borrower who obtains a loan by fraud thus constituting a crime shall be investigated for criminal responsibilities in accordance with the law. Article 81 Any of the staff of a commercial bank who, by taking advantage of the convenience provided by his position in the bank, extorts or accepts bribes, or accepts commissions or other fees under any pretext in violation of state regulations shall be investigated for criminal responsibilities in accordance with the law. If a loan extended or guarantee provided in connection with a behavior cited in the previous paragraph causes a loss, the offender shall assume all or part of the responsibility for compensation. Article 82 Any of the staff of a commercial bank who taking advantage of the convenience of the position in the bank commits embezzlement, or misappropriation or unlawfully possesses the fund of the bank or a client shall be investigated for criminal responsibilities in accordance with the law if the case constitutes a crime, or be given disciplinary punishment if it does not constitute a crime. Article 83 Any of the staff of a commercial bank who causes a loss to the bank on accurate of his dereliction of duty shall be given disciplinary punishment; and if the case constitutes a crime, shall be investigated for criminal responsibilities in accordance with the law. Any of the staff of a commercial bank who causes a loss by extending a loan to or providing a guarantee to a relative or friend in violation of regulations shall assume all or part of the responsibility for compensation. Article 84 Any of the staff of a commercial bank who discloses state or commercial secrets which come into his or her possession during his or her service in the bank shall be given disciplinary punishment and, if the case constitutes a crime, shall be investigated for criminal responsibilities in accordance with the law. Article 85 When an organization or individual forces a commercial bank to extend a loan or provide guarantee on a loan, the person in charge directly responsible and other personnel directly responsible for the incident shall be given disciplinary punishment, and, if a loss is incurred, shall be held responsible for compensation for all or part of the loss. Any of the staff of a commercial bank failing to reject forceful demands of any organization or individual for a loan or guarantee shall be given disciplinary punishment and, if a loss is incurred, shall be held responsible for appropriate compensation. Article 86 If a commercial bank and its staff are not reconciled to the penalty meted out by the People's Bank of China, they may bring a suit to the People's Court in accordance with the Administrative Procedure Law of the People's Republic of China. Chapter IX Supplementary Provisions Article 87 Commercial banks which have been established with official approval in pursuance of the stipulations by the State Council prior to the promulgation of this Law may not undergo formalities for examination and approval again. Article 88 If laws and administrative decrees have special stipulations regarding banks of foreign capital, Chinese-foreign joint banks and branches of banks of foreign countries under jurisdiction of the provisions of this Law, those special stipulations shall apply. Article 89 The relevant provisions of this Law are applicable to urban and rural credit cooperatives in their deposit, loan and settlement businesses. Article 90 The relevant provisions of this Law are applicable to the postal deposit and remittance business of postal enterprises. Article 91 This Law shall enter into force as of July 1,1995.
Commercial Bank Law of the People's Republic of China Order [1995] No.47 of the President of the People's Republic of China Adopted by the Standing Committee of the Eighth National People's Congress in l995 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 bank, 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 exercise 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 otherwise 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 adequate standby 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 hereinbefore, 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 unsecured loans to related persons; and shall not provide related persons with secured 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. Article 42 A borrower shall repay the principal and interest of a loan on schedule. When a borrower fails to repay a secured loan, the commercial bank has the right to be repaid the principal and interest of the loan or the priority of getting paid with the collateral thereof. A commercial bank shall dispose of the real estate or stocks on mortgage or pledge within a year from the date of obtaining. A borrower shall assume the responsibility for failure to repay the unsecured loan falling due in accordance with the contract thereof. Article 43 A commercial bank shall not engage in trust investment or stock business, or invest in real estate not for its own use within the People's Republic of China. A commercial bank shall not invest in non-bank financial institutions or enterprises within the People's Republic of China. A commercial bank which has made investment in non-bank financial institutions or enterprises prior to the promulgation of this Law shall be subject to other provisions stipulated by the State Council. Article 44 A commercial bank in handling settlements such as acceptance, remittance and collection shall make timely cashing and entries pursuant to relevant provisions without detaining bills or instruments or dishonoring them in violation of regulations. The relevant provisions for the time limit for bill acceptance and entries in accounting books should be made public. Article 45 A commercial bank shall apply for approval for issuing financial bonds or seeking loans outside China in accordance with the law and administrative decrees. Article 46 Inter-bank loan shall be subject to the time limit defined by the People's Bank of China and the maximum time for such financing shall not exceed four months. It is prohibited to use call money to extend loans on fixed assets or to make investment. The call money for lending shall be only the idle fund after depositing required reserve, leaving adequate standby reserve and repayment of loans falling due to the People's Bank of China. The call money for borrowing shall be used to meet the position shortage in interbranch settlement and interbranch remittance and temporary needs for turnover of funds. Article 47 A commercial bank shall not receive money deposits or extend loans by raising or lowering interest rates or by other unjustifiable means in violation of regulations. Article 48 An enterprise or undertaking may open a principal account with a commercial bank of its own choice for day to day transfer and settlement of accounts and cash receipt and payment, but it shall not open two or more principal accounts. No organization or individual shall deposit the fund of an organization in an account opened in the name of an individual. Article 49 A commercial bank shall fix its business hours to the convenience of its clients and make public announcement thereof. A commercial bank shall conduct its business during its announced business hours and shall not suspend business or shorten its business hours at will. Article 50 A commercial bank shall collect commission fees on handling business and providing services in accordance with the stipulations of the People's Bank of China. Article 51 A commercial bank shall preserve all the financial statements, business contracts and other information for a specified period in accordance with relevant state regulations. Article 52 The staff of a commercial bank shall abide by the law, administrative decrees and regulations and other rules for the administration of various businesses and shall not have wrong conducts listed below: (1) taking advantage of their positions to demand or accept bribes, or violating relevant state regulations to accept commissions or service fees under any pretext; (2) taking advantage of their positions to commit embezzlement, misappropriation or unlawful possession of the funds of the bank or of clients; (3) providing loans or guarantee to relatives or friends in violation of regulations; (4) holding positions concurrently at other economic institution(s); (5) other acts in violation of the law, administrative decrees and regulations and rules in business management. Article 53 The staff of a commercial bank shall not disclose state secrets or commercial secrets which they come into possession during their service in the bank. Chapter V Financial Accounting Article 54 A commercial bank shall establish and improve its financial accounting system in accordance with the law and the state unified accounting standards as well as the relevant stipulations of the People's Bank of China. Article 55 A commercial bank shall, in accordance with relevant state regulations, truthfully and in an all-round way record and reflect its business activities and financial position, produce its annual financial accounting report and timely submit its financial statements to the People's Bank of China and the treasury department. A commercial bank shall not establish accounting books other than those legally specified. Article 56 A commercial bank shall announce its business performance and audited statement of the previous fiscal year within three months after the end of every fiscal year in accordance with the stipulations of the People's Bank of China. Article 57 A commercial bank shall retain a reserve against bad and doubtful accounts and write off bad debts in pursuance of relevant state regulations. Article 58 The fiscal year of a commercial bank begins on the first of January and ends on the thirty-first of December of the Gregorian calendar. Chapter VI Supervision and Administration Article 59 A commercial bank shall formulate its business rules, establish and improve its business management, the system of cash control and its security system in accordance with the stipulations of the People's Bank of China. Article 60 A commercial bank shall establish and improve its systems of examining and checking deposits, loans and settlement, bad and doubtful accounts and other business activities. A commercial bank shall conduct regular examination and checks on its branches. Article 61 A commercial bank shall periodically submit to the People's Bank of China balance sheets, profit and loss statements and other financial statements and information. Article 62 The People's Bank of China is authorized to exercise examination of and supervision over the deposits, loans, settlements and bad and doubtful accounts of a commercial bank at any time in accordance with the provisions of Chapter III, Chapter IV and Chapter V of this Law. The personnel in charge of the examination and supervision should produce legitimate certificates at the time of conducting examination and supervision. A commercial bank shall provide financial accounting information, business contracts and other information about its business and management at the request of the People's Bank of China. Article 63 A commercial bank is subject to the audit control by the auditing authorities in accordance with the audit law and regulations. Chapter VII Takeover and Termination Article 64 When a commercial bank is in or is liable to be in a credit crisis thus seriously threatening the interests of the depositors, the People's Bank of China may take over the said bank. The purpose of the takeover is to take necessary measures with regard to the commercial bank taken over in order to protect the interests of the depositors and help the commercial bank resume its normal operation. The debtor-creditor relationship of the commercial bank existing before the takeover remains unchanged. Article 65 The People's Bank of China shall determine a takeover and organize its implementation. The People's Bank of China shall specify the following contents in its takeover decision: (1) the name of the commercial bank to be taken over; (2) the reason(s) for the takeover; (3) the organization of the takeover; (4) the time limit of the takeover. The decision for the takeover shall be made public by the People's Bank of China. Article 66 A takeover begins on the day of implementation of the takeover decision. The organization in charge of the takeover shall begin exercising the power over the management of the commercial bank from the day of implementing the takeover decision. Article 67 On expiration of the term of the takeover, the People's Bank of China may determine to prolong the takeover, but the term shall not exceed two years to the maximum. Article 68 Takeover shall be terminated in any of the following cases: (1) that the term of the takeover expires or the prolonged term of takeover determined by the People's Bank of China expires; (2) that prior to the expiration of the term of takeover, the commercial bank has recovered its capacity of normal operation; or (3) that prior to the expiration of the term of takeover, the commercial bank has been merged or declared bankrupt in accordance with the law. Article 69 When a commercial bank splits, or merges with another one, or dissolves on reasons for dissolution pursuant to the statute of the bank, it shall submit an application to the People's Bank of China with reasons for the dissolution and a plan for liquidation, including repaying the principals and interests of deposits. It shall be dissolved with the approval from the People's Bank of China. A liquidation group shall be formed to conduct liquidation and repayment of the principals and interests of deposits shall be made in time according to the plan for liquidation when a commercial bank is to be dissolved. The People's Bank of China shall oversee the liquidation through. Article 70 When a commercial bank is closed down by order on account of its banking permit having been revoked, the People's Bank of China shall lose no time to form a liquidation group to conduct liquidation and repay the principals and interests of deposits in time according to the plan for liquidation in accordance with the law. Article 71 When a commercial bank is incapable of repaying its mature debts, may, with the consent of the People's Bank of China, be declared bankrupt by the People's Court. When a commercial bank is declared bankrupt in accordance with the law, the People's Court may organize the People's Bank of China and other relevant departments and personnel to form a liquidation group to conduct liquidation. At the time of bankruptcy liquidation, a commercial bank shall give priority to paying the principal and interests of savings deposits after paying the liquidation fees and its staff wages and labor insurance fees in arrears. Article 72 A commercial bank shall be terminated on account of dissolution, being closed down by order or declared bankrupt. Chapter VIII Legal Liability Article 73 A commercial bank shall assume the responsibility of paying interest accrued and other civil responsibilities of compensation for damages to the property of depositors or other clients under one of the situations listed below: (1) delaying or refusing repayment of the principal and interests of a deposit with no proper reason; (2) refusing to cash checks and to debit or credit accounts in violation of regulations regarding bill acceptance and other settlements or intentionally delaying to accept bills or instruments or dishonoring a bill in violation of the regulations; (3) illegally investigating, freezing or withholding and transferring the savings deposit of an individual depositor or the deposit of an institutional depositor; and (4) other actions inflicting damages to depositors or other clients in violation of the provisions of this Law. Article 74 Where one of the situations listed below occurs, the people's Bank of China may order the commercial bank to make corrections, confiscate the illegitimate gains if there is any, and mete out a fine ranging from one to five times the amount of the illegitimate gain; or, if there is no illegitimate gains, mete out a fine ranging from l00,000 yuan to 500,000 yuan; if the case is particularly serious or the offender fails to make correction within the specified time, the People's Bank of China may order it to suspend business and make rectification and consolidation, or revoke its banking permit; and if the case constitutes a crime, the commercial bank shall be investigated for criminal responsibilities: (1) issuing financial bonds or borrowing funds from outside China without official approval; (2) dealing in government bonds, or dealing in or acting as agent in dealing in foreign exchanges without official approval; (3) engaging in trust investment and stock business in the country, or making investment in real estate not for its own use; (4) making investment in non-bank financial institutions or enterprises in the country; (5) extending unsecured loans to related persons or extending loans against a collateral on more favorable conditions than to other borrowers of similar loans; (6) submitting false financial statements or financial statements which conceal important facts; (7) refusing to accept the supervision and examination by the People's Bank of China; (8) leasing or lending banking permit. Article 75 When one of the situations cited in Article 73 of this Law or one of the situations listed below occurs, the People's Bank of China may order the commercial bank to make corrections, confiscate the illegitimate gains if there is any, and mete out a fine ranging from one to three times the amount of the illegitimate gain; or, if there is no illegitimate gains, mete out a fine ranging from 50,000 yuan to 300,000 yuan: (1) having failed to place required reserve for deposits in pursuance of the stipulations of the People's Bank of China; (2) having failed to abide by the stipulations on capital adequacy, the ratio between deposit and credit, the liquidity ratio, the credit ratio of a single borrower, and other rules regarding asset and liability ratio management stipulated by the People's Bank of China; (3) setting up a branch without official approval; (4) making splits or merges without official approval; (5) using call money longer than the designated time or using call money to extend loans on fixed assets; (6) receiving money deposits or extending loans by raising or lowering interest rates or by other improper means in violation of regulations. Article 76 When a commercial bank has behavior referred to in Articles 73, 74 and 75 of this Law, the person in charge with direct responsibility and other personnel with direct responsibility shall be given disciplinary punishment; and if the case constitutes a crime, the offender(s) shall be investigated for criminal responsibilities. Article 77 When one of the situations listed below occurs, the People's Bank of China may order the commercial bank to make corrections, confiscate the illegitimate gains if there is any, and mete out a fine ranging from one to three times the amount of the illegitimate gain; or, if there is no illegitimate gains, mete out a fine ranging from 50,000 yuan to 300,000 yuan: (1) using the word "bank" without official approval; (2) buying more than ten percent of the total shares of a commercial bank without official approval; (3) opening a bank account in the name of an individual with the fund of an organization. Article 78 When a commercial bank fails to submit the relevant information to the People's Bank of China according to the relevant stipulations, or fails to report changes for approval in violation of Article 24 of this Law, the People's Bank of China shall order it to make corrections, and, if it fails to make corrections in time, mete out a fine ranging from 10,000 yuan to 100,000 yuan. Article 79 Anyone who sets up a commercial bank without official approval or illegally receives money deposit from the public or receives money deposit from the public in disguised form shall be investigated for criminal responsibilities in accordance with the law and the said bank shall be banned by the People's Bank of China. Anyone who counterfeits, alters or transfers the banking permit of a commercial bank shall be investigated for criminal responsibilities in accordance with the law. Article 80 A borrower who obtains a loan by fraud thus constituting a crime shall be investigated for criminal responsibilities in accordance with the law. Article 81 Any of the staff of a commercial bank who, by taking advantage of the convenience provided by his position in the bank, extorts or accepts bribes, or accepts commissions or other fees under any pretext in violation of state regulations shall be investigated for criminal responsibilities in accordance with the law. If a loan extended or guarantee provided in connection with a behavior cited in the previous paragraph causes a loss, the offender shall assume all or part of the responsibility for compensation. Article 82 Any of the staff of a commercial bank who taking advantage of the convenience of the position in the bank commits embezzlement, or misappropriation or unlawfully possesses the fund of the bank or a client shall be investigated for criminal responsibilities in accordance with the law if the case constitutes a crime, or be given disciplinary punishment if it does not constitute a crime. Article 83 Any of the staff of a commercial bank who causes a loss to the bank on accurate of his dereliction of duty shall be given disciplinary punishment; and if the case constitutes a crime, shall be investigated for criminal responsibilities in accordance with the law. Any of the staff of a commercial bank who causes a loss by extending a loan to or providing a guarantee to a relative or friend in violation of regulations shall assume all or part of the responsibility for compensation. Article 84 Any of the staff of a commercial bank who discloses state or commercial secrets which come into his or her possession during his or her service in the bank shall be given disciplinary punishment and, if the case constitutes a crime, shall be investigated for criminal responsibilities in accordance with the law. Article 85 When an organization or individual forces a commercial bank to extend a loan or provide guarantee on a loan, the person in charge directly responsible and other personnel directly responsible for the incident shall be given disciplinary punishment, and, if a loss is incurred, shall be held responsible for compensation for all or part of the loss. Any of the staff of a commercial bank failing to reject forceful demands of any organization or individual for a loan or guarantee shall be given disciplinary punishment and, if a loss is incurred, shall be held responsible for appropriate compensation. Article 86 If a commercial bank and its staff are not reconciled to the penalty meted out by the People's Bank of China, they may bring a suit to the People's Court in accordance with the Administrative Procedure Law of the People's Republic of China. Chapter IX Supplementary Provisions Article 87 Commercial banks which have been established with official approval in pursuance of the stipulations by the State Council prior to the promulgation of this Law may not undergo formalities for examination and approval again. Article 88 If laws and administrative decrees have special stipulations regarding banks of foreign capital, Chinese-foreign joint banks and branches of banks of foreign countries under jurisdiction of the provisions of this Law, those special stipulations shall apply. Article 89 The relevant provisions of this Law are applicable to urban and rural credit cooperatives in their deposit, loan and settlement businesses. Article 90 The relevant provisions of this Law are applicable to the postal deposit and remittance business of postal enterprises. Article 91 This Law shall enter into force as of July 1,1995.
Title (Chinese)
中华人民共和国商业银行法
Body (Chinese)
中华人民共和国商业银行法（1995年5月10日第八届全国人民代表大会常务委员会第十三次会议通过 根据2003年12月27日第十届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国商业银行法〉的决定》修正） 第一章总则第一条为了保护商业银行、存款人和其他客户的合法权益，规范商业银行的行为，提高信贷资产质量，加强监督管理，保障商业银行的稳健运行，维护金融秩序，促进社会主义市场经济的发展，制定本法。第二条本法所称的商业银行是指依照本法和《中华人民共和国公司法》设立的吸收公众存款、发放贷款、办理结算等业务的企业法人。第三条商业银行可以经营下列部分或者全部业务：（一）吸收公众存款；（二）发放短期、中期和长期贷款；（三）办理国内外结算；（四）办理票据承兑与贴现；（五）发行金融债券；（六）代理发行、代理兑付、承销政府债券；（七）买卖政府债券、金融债券；（八）从事同业拆借；（九）买卖、代理买卖外汇；（十）从事银行卡业务；（十一）提供信用证服务及担保；（十二）代理收付款项及代理保险业务；（十三）提供保管箱服务；（十四）经国务院银行业监督管理机构批准的其他业务。经营范围由商业银行章程规定，报国务院银行业监督管理机构批准。商业银行经中国人民银行批准，可以经营结汇、售汇业务。第四条商业银行以安全性、流动性、效益性为经营原则，实行自主经营，自担风险，自负盈亏，自我约束。商业银行依法开展业务，不受任何单位和个人的干涉。商业银行以其全部法人财产独立承担民事责任。第五条商业银行与客户的业务往来，应当遵循平等、自愿、公平和诚实信用的原则。第六条商业银行应当保障存款人的合法权益不受任何单位和个人的侵犯。第七条商业银行开展信贷业务，应当严格审查借款人的资信，实行担保，保障按期收回贷款。商业银行依法向借款人收回到期贷款的本金和利息，受法律保护。第八条商业银行开展业务，应当遵守法律、行政法规的有关规定，不得损害国家利益、社会公共利益。第九条商业银行开展业务，应当遵守公平竞争的原则，不得从事不正当竞争。第十条商业银行依法接受国务院银行业监督管理机构的监督管理，但法律规定其有关业务接受其他监督管理部门或者机构监督管理的，依照其规定。第二章 商业银行的设立和组织机构第十一条设立商业银行，应当经国务院银行业监督管理机构审查批准。未经国务院银行业监督管理机构批准，任何单位和个人不得从事吸收公众存款等商业银行业务，任何单位不得在名称中使用"银行"字样。第十二条设立商业银行，应当具备下列条件：（一）有符合本法和《中华人民共和国公司法》规定的章程；（二）有符合本法规定的注册资本最低限额；（三）有具备任职专业知识和业务工作经验的董事、高级管理人员；（四）有健全的组织机构和管理制度；（五）有符合要求的营业场所、安全防范措施和与业务有关的其他设施。设立商业银行，还应当符合其他审慎性条件。 第十三条 设立全国性商业银行的注册资本最低限额为十亿元人民币。设立城市商业银行的注册资本最低限额为一亿元人民币，设立农村商业银行的注册资本最低限额为五千万元人民币。注册资本应当是实缴资本。 国务院银行业监督管理机构根据审慎监管的要求可以调整注册资本最低限额，但不得少于前款规定的限额。 第十四条 设立商业银行，申请人应当向国务院银行业监督管理机构提交下列文件、资料：（一）申请书，申请书应当载明拟设立的商业银行的名称、所在地、注册资本、业务范围等；（二）可行性研究报告；（三）国务院银行业监督管理机构规定提交的其他文件、资料。 第十五条 设立商业银行的申请经审查符合本法第十四条规定的，申请人应当填写正式申请表，并提交下列文件、资料：（一）章程草案；（二）拟任职的董事、高级管理人员的资格证明；（三）法定验资机构出具的验资证明；（四）股东名册及其出资额、股份；（五）持有注册资本百分之五以上的股东的资信证明和有关资料；（六）经营方针和计划；（七）营业场所、安全防范措施和与业务有关的其他设施的资料；（八）国务院银行业监督管理机构规定的其他文件、资料。第十六条经批准设立的商业银行，由国务院银行业监督管理机构颁发经营许可证，并凭该许可证向工商行政管理部门办理登记，领取营业执照。第十七条商业银行的组织形式、组织机构适用《中华人民共和国公司法》的规定。本法施行前设立的商业银行，其组织形式、组织机构不完全符合《中华人民共和国公司法》规定的，可以继续沿用原有的规定，适用前款规定的日期由国务院规定。第十八条国有独资商业银行设立监事会。监事会的产生办法由国务院规定。监事会对国有独资商业银行的信贷资产质量、资产负债比例、国有资产保值增值等情况以及高级管理人员违反法律、行政法规或者章程的行为和损害银行利益的行为进行监督。第十九条商业银行根据业务需要可以在中华人民共和国境内外设立分支机构。设立分支机构必须经国务院银行业监督管理机构审查批准。在中华人民共和国境内的分支机构，不按行政区划设立。商业银行在中华人民共和国境内设立分支机构，应当按照规定拨付与其经营规模相适应的营运资金额。拨付各分支机构营运资金额的总和，不得超过总行资本金总额的百分之六十。 第二十条 设立商业银行分支机构，申请人应当向国务院银行业监督管理机构提交下列文件、资料： （一）申请书，申请书应当载明拟设立的分支机构的名称、营运资金额、业务范围、总行及分支机构所在地等； （二）申请人最近二年的财务会计报告； （三）拟任职的高级管理人员的资格证明； （四）经营方针和计划； （五）营业场所、安全防范措施和与业务有关的其他设施的资料； （六）国务院银行业监督管理机构规定的其他文件、资料。 第二十一条 经批准设立的商业银行分支机构，由国务院银行业监督管理机构颁发经营许可证，并凭该许可证向工商行政管理部门办理登记，领取营业执照。 第二十二条 商业银行对其分支机构实行全行统一核算，统一调度资金，分级管理的财务制度。 商业银行分支机构不具有法人资格，在总行授权范围内依法开展业务，其民事责任由总行承担。 第二十三条 经批准设立的商业银行及其分支机构，由国务院银行业监督管理机构予以公告。 商业银行及其分支机构自取得营业执照之日起无正当理由超过六个月未开业的，或者开业后自行停业连续六个月以上的，由国务院银行业监督管理机构吊销其经营许可证，并予以公告。 第二十四条 商业银行有下列变更事项之一的，应当经国务院银行业监督管理机构批准：（一）变更名称；（二）变更注册资本；（三）变更总行或者分支行所在地；（四）调整业务范围；（五）变更持有资本总额或者股份总额百分之五以上的股东（六）修改章程；（七）国务院银行业监督管理机构规定的其他变更事项。更换董事、高级管理人员时，应当报经国务院银行业监督管理机构审查其任职资格。第二十五条商业银行的分立、合并，适用《中华人民共和国公司法》的规定。商业银行的分立、合并，应当经国务院银行业监督管理机构审查批准。第二十六条商业银行应当依照法律、行政法规的规定使用经营许可证。禁止伪造、变造、转让、出租、出借经营许可证。第二十七条有下列情形之一的，不得担任商业银行的董事、高级管理人员：（一）因犯有贪污、贿赂、侵占财产、挪用财产罪或者破坏社会经济秩序罪，被判处刑罚，或者因犯罪被剥夺政治权利的；（二）担任因经营不善破产清算的公司、企业的董事或者厂长、经理，并对该公司、企业的破产负有个人责任的；（三）担任因违法被吊销营业执照的公司、企业的法定代表人，并负有个人责任的；（四）个人所负数额较大的债务到期未清偿的。第二十八条任何单位和个人购买商业银行股份总额百分之五以上的，应当事先经国务院银行业监督管理机构批准。第三章 对存款人的保护第二十九条商业银行办理个人储蓄存款业务，应当遵循存款自愿、取款自由、存款有息、为存款人保密的原则。对个人储蓄存款，商业银行有权拒绝任何单位或者个人查询、冻结、扣划，但法律另有规定的除外。第三十条对单位存款，商业银行有权拒绝任何单位或者个人查询，但法律、行政法规另有规定的除外；有权拒绝任何单位或者个人冻结、扣划，但法律另有规定的除外。第三十一条商业银行应当按照中国人民银行规定的存款利率的上下限，确定存款利率，并予以公告。第三十二条商业银行应当按照中国人民银行的规定，向中国人民银行交存存款准备金，留足备付金。第三十三条商业银行应当保证存款本金和利息的支付，不得拖延、拒绝支付存款本金和利息。第四章 贷款和其他业务的基本规则第三十四条商业银行根据国民经济和社会发展的需要，在国家产业政策指导下开展贷款业务。第三十五条商业银行贷款，应当对借款人的借款用途、偿还能力、还款方式等情况进行严格审查。商业银行贷款，应当实行审贷分离、分级审批的制度。第三十六条商业银行贷款，借款人应当提供担保。商业银行应当对保证人的偿还能力，抵押物、质物的权属和价值以及实现抵押权、质权的可行性进行严格审查。经商业银行审查、评估，确认借款人资信良好，确能偿还贷款的，可以不提供担保。第三十七条商业银行贷款，应当与借款人订立书面合同。合同应当约定贷款种类、借款用途、金额、利率、还款期限、还款方式、违约责任和双方认为需要约定的其他事项。第三十八条商业银行应当按照中国人民银行规定的贷款利率的上下限，确定贷款利率。第三十九条商业银行贷款，应当遵守下列资产负债比例管理的规定：（一）资本充足率不得低于百分之八；（二）贷款余额与存款余额的比例不得超过百分之七十五；（三）流动性资产余额与流动性负债余额的比例不得低于百分之二十五；（四）对同一借款人的贷款余额与商业银行资本余额的比例不得超过百分之十；（五）国务院银行业监督管理机构对资产负债比例管理的其他规定。本法施行前设立的商业银行，在本法施行后，其资产负债比例不符合前款规定的，应当在一定的期限内符合前款规定。具体办法由国务院规定。第四十条商业银行不得向关系人发放信用贷款；向关系人发放担保贷款的条件不得优于其他借款人同类贷款的条件。前款所称关系人是指：（一）商业银行的董事、监事、管理人员、信贷业务人员及其近亲属；（二）前项所列人员投资或者担任高级管理职务的公司、企业和其他经济组织。第四十一条任何单位和个人不得强令商业银行发放贷款或者提供担保。商业银行有权拒绝任何单位和个人强令要求其发放贷款或者提供担保。第四十二条借款人应当按期归还贷款的本金和利息。借款人到期不归还担保贷款的，商业银行依法享有要求保证人归还贷款本金和利息或者就该担保物优先受偿的权利。商业银行因行使抵押权、质权而取得的不动产或者股权，应当自取得之日起二年内予以处分。借款人到期不归还信用贷款的，应当按照合同约定承担责任。第四十三条商业银行在中华人民共和国境内不得从事信托投资和证券经营业务，不得向非自用不动产投资或者向非银行金融机构和企业投资，但国家另有规定的除外。第四十四条商业银行办理票据承兑、汇兑、委托收款等结算业务，应当按照规定的期限兑现，收付入账，不得压单、压票或者违反规定退票。有关兑现、收付入账期限的规定应当公布。第四十五条商业银行发行金融债券或者到境外借款，应当依照法律、行政法规的规定报经批准。第四十六条同业拆借，应当遵守中国人民银行的规定。禁止利用拆入资金发放固定资产贷款或者用于投资。拆出资金限于交足存款准备金、留足备付金和归还中国人民银行到期贷款之后的闲置资金。拆入资金用于弥补票据结算、联行汇差头寸的不足和解决临时性周转资金的需要。第四十七条商业银行不得违反规定提高或者降低利率以及采用其他不正当手段，吸收存款，发放贷款。第四十八条企业事业单位可以自主选择一家商业银行的营业场所开立一个办理日常转账结算和现金收付的基本账户，不得开立两个以上基本账户。任何单位和个人不得将单位的资金以个人名义开立账户存储。第四十九条商业银行的营业时间应当方便客户，并予以公告。商业银行应当在公告的营业时间内营业，不得擅自停止营业或者缩短营业时间。 第五十条 商业银行办理业务，提供服务，按照规定收取手续费。收费项目和标准由国务院银行业监督管理机构、中国人民银行根据职责分工，分别会同国务院价格主管部门制定。 第五十一条 商业银行应当按照国家有关规定保存财务会计报表、业务合同以及其他资料。 第五十二条 商业银行的工作人员应当遵守法律、行政法规和其他各项业务管理的规定，不得有下列行为： （一）利用职务上的便利，索取、收受贿赂或者违反国家规定收受各种名义的回扣、手续费； （二）利用职务上的便利，贪污、挪用、侵占本行或者客户的资金； （三）违反规定徇私向亲属、朋友发放贷款或者提供担保； （四）在其他经济组织兼职； （五）违反法律、行政法规和业务管理规定的其他行为。第五十三条商业银行的工作人员不得泄露其在任职期间知悉的国家秘密、商业秘密。第五章 财务会计 第五十四条 商业银行应当依照法律和国家统一的会计制度以及国务院银行业监督管理机构的有关规定，建立、健全本行的财务、会计制度。 第五十五条 商业银行应当按照国家有关规定，真实记录并全面反映其业务活动和财务状况，编制年度财务会计报告，及时向国务院银行业监督管理机构、中国人民银行和国务院财政部门报送。商业银行不得在法定的会计账册外另立会计账册。 第五十六条 商业银行应当于每一会计年度终了三个月内，按照国务院银行业监督管理机构的规定，公布其上一年度的经营业绩和审计报告。 第五十七条 商业银行应当按照国家有关规定，提取呆账准备金，冲销呆账。 第五十八条 商业银行的会计年度自公历ｌ月１日起至１２月３１日止。第六章 监督管理 第五十九条 商业银行应当按照有关规定，制定本行的业务规则，建立、健全本行的风险管理和内部控制制度。 第六十条 商业银行应当建立、健全本行对存款、贷款、结算、呆账等各项情况的稽核、检查制度。 商业银行对分支机构应当进行经常性的稽核和检查监督。 第六十一条 商业银行应当按照规定向国务院银行业监督管理机构、中国人民银行报送资产负债表、利润表以及其他财务会计、统计报表和资料。 第六十二条国务院银行业监督管理机构有权依照本法第三章、第四章、第五章的规定，随时对商业银行的存款、贷款、结算、呆账等情况进行检查监督。检查监督时，检查监督人员应当出示合法的证件。商业银行应当按照国务院银行业监督管理机构的要求，提供财务会计资料、业务合同和有关经营管理方面的其他信息。中国人民银行有权依照《中华人民共和国中国人民银行法》第三十二条、第三十四条的规定对商业银行进行检查监督。第六十三条商业银行应当依法接受审计机关的审计监督。第七章 接管和终止 第六十四条 商业银行已经或者可能发生信用危机，严重影响存款人的利益时，国务院银行业监督管理机构可以对该银行实行接管。 接管的目的是对被接管的商业银行采取必要措施，以保护存款人的利益，恢复商业银行的正常经营能力。被接管的商业银行的债权债务关系不因接管而变化。 第六十五条 接管由国务院银行业监督管理机构决定，并组织实施。国务院银行业监督管理机构的接管决定应当载明下列内容：（一）被接管的商业银行名称；（二）接管理由；（三）接管组织；（四）接管期限。 接管决定由国务院银行业监督管理机构予以公告。 第六十六条 接管自接管决定实施之日起开始。 自接管开始之日起，由接管组织行使商业银行的经营管理权力。 第六十七条 接管期限届满，国务院银行业监督管理机构可以决定延期，但接管期限最长不得超过二年。 第六十八条 有下列情形之一的，接管终止：（一）接管决定规定的期限届满或者国务院银行业监督管理机构决定的接管延期届满；（二）接管期限届满前，该商业银行已恢复正常经营能力；（三）接管期限届满前，该商业银行被合并或者被依法宣告破产。 第六十九条 商业银行因分立、合并或者出现公司章程规定的解散事由需要解散的，应当向国务院银行业监督管理机构提出申请，并附解散的理由和支付存款的本金和利息等债务清偿计划。经国务院银行业监督管理机构批准后解散。 商业银行解散的，应当依法成立清算组，进行清算，按照清偿计划及时偿还存款本金和利息等债务。国务院银行业监督管理机构监督清算过程。 第七十条 商业银行因吊销经营许可证被撤销的，国务院银行业监督管理机构应当依法及时组织成立清算组，进行清算，按照清偿计划及时偿还存款本金和利息等债务。 第七十一条 商业银行不能支付到期债务，经国务院银行业监督管理机构同意，由人民法院依法宣告其破产。商业银行被宣告破产的，由人民法院组织国务院银行业监督管理机构等有关部门和有关人员成立清算组，进行清算。 商业银行破产清算时，在支付清算费用、所欠职工工资和劳动保险费用后，应当优先支付个人储蓄存款的本金和利息。 第七十二条 商业银行因解散、被撤销和被宣告破产而终止。第八章 法律责任 第七十三条 商业银行有下列情形之一，对存款人或者其他客户造成财产损害的，应当承担支付迟延履行的利息以及其他民事责任：（一）无故拖延、拒绝支付存款本金和利息的；（二）违反票据承兑等结算业务规定，不予兑现，不予收付入账，压单、压票或者违反规定退票的；（三）非法查询、冻结、扣划个人储蓄存款或者单位存款的；（四）违反本法规定对存款人或者其他客户造成损害的其他行为。 有前款规定情形的，由国务院银行业监督管理机构责令改正，有违法所得的，没收违法所得，违法所得五万元以上的，并处违法所得一倍以上五倍以下罚款；没有违法所得或者违法所得不足五万元的，处五万元以上五十万元以下罚款。 第七十四条商业银行有下列情形之一，由国务院银行业监督管理机构责令改正，有违法所得的，没收违法所得，违法所得五十万元以上的，并处违法所得一倍以上五倍以下罚款；没有违法所得或者违法所得不足五十万元的，处五十万元以上二百万元以下罚款；情节特别严重或者逾期不改正的，可以责令停业整顿或者吊销其经营许可证；构成犯罪的，依法追究刑事责任：（一）未经批准设立分支机构的；（二）未经批准分立、合并或者违反规定对变更事项不报批的；（三）违反规定提高或者降低利率以及采用其他不正当手段，吸收存款，发放贷款的； （四）出租、出借经营许可证的； （五）未经批准买卖、代理买卖外汇的； （六）未经批准买卖政府债券或者发行、买卖金融债券的； （七）违反国家规定从事信托投资和证券经营业务、向非自用不动产投资或者向非银行金融机构和企业投资的；（八）向关系人发放信用贷款或者发放担保贷款的条件优于其他借款人同类贷款的条件的。 第七十五条 商业银行有下列情形之一，由国务院银行业监督管理机构责令改正，并处二十万元以上五十万元以下罚款；情节特别严重或者逾期不改正的，可以责令停业整顿或者吊销其经营许可证；构成犯罪的，依法追究刑事责任： （一）拒绝或者阻碍国务院银行业监督管理机构检查监督的； （二）提供虚假的或者隐瞒重要事实的财务会计报告、报表和统计报表的； （三）未遵守资本充足率、存贷比例、资产流动性比例、同一借款人贷款比例和国务院银行业监督管理机构有关资产负债比例管理的其他规定的。 第七十六条商业银行有下列情形之一，由中国人民银行责令改正，有违法所得的，没收违法所得，违法所得五十万元以上的，并处违法所得一倍以上五倍以下罚款；没有违法所得或者违法所得不足五十万元的，处五十万元以上二百万元以下罚款；情节特别严重或者逾期不改正的，中国人民银行可以建议国务院银行业监督管理机构责令停业整顿或者吊销其经营许可证；构成犯罪的，依法追究刑事责任：（一）未经批准办理结汇、售汇的；（二）未经批准在银行间债券市场发行、买卖金融债券或者到境外借款的；（三）违反规定同业拆借的。 第七十七条 商业银行有下列情形之一，由中国人民银行责令改正，并处二十万元以上五十万元以下罚款；情节特别严重或者逾期不改正的，中国人民银行可以建议国务院银行业监督管理机构责令停业整顿或者吊销其经营许可证；构成犯罪的，依法追究刑事责任：（一）拒绝或者阻碍中国人民银行检查监督的；（二）提供虚假的或者隐瞒重要事实的财务会计报告、报表和统计报表的；（三）未按照中国人民银行规定的比例交存存款准备金的。 第七十八条 商业银行有本法第七十三条至第七十七条规定情形的，对直接负责的董事、高级管理人员和其他直接责任人员，应当给予纪律处分；构成犯罪的，依法追究刑事责任。 第七十九条 有下列情形之一，由国务院银行业监督管理机构责令改正，有违法所得的，没收违法所得，违法所得五万元以上的，并处违法所得一倍以上五倍以下罚款；没有违法所得或者违法所得不足五万元的，处五万元以上五十万元以下罚款： （一）未经批准在名称中使用"银行"字样的； （二）未经批准购买商业银行股份总额百分之五以上的； （三）将单位的资金以个人名义开立账户存储的。 第八十条 商业银行不按照规定向国务院银行业监督管理机构报送有关文件、资料的，由国务院银行业监督管理机构责令改正，逾期不改正的，处十万元以上三十万元以下罚款。 商业银行不按照规定向中国人民银行报送有关文件、资料的，由中国人民银行责令改正，逾期不改正的，处十万元以上三十万元以下罚款。 第八十一条 未经国务院银行业监督管理机构批准，擅自设立商业银行，或者非法吸收公众存款、变相吸收公众存款，构成犯罪的，依法追究刑事责任；并由国务院银行业监督管理机构予以取缔。 伪造、变造、转让商业银行经营许可证，构成犯罪的，依法追究刑事责任。 第八十二条 借款人采取欺诈手段骗取贷款，构成犯罪的，依法追究刑事责任。 第八十三条 有本法第八十一条、第八十二条规定的行为，尚不构成犯罪的，由国务院银行业监督管理机构没收违法所得，违法所得五十万元以上的，并处违法所得一倍以上五倍以下罚款；没有违法所得或者违法所得不足五十万元的，处五十万元以上二百万元以下罚款。 第八十四条 商业银行工作人员利用职务上的便利，索取、收受贿赂或者违反国家规定收受各种名义的回扣、手续费，构成犯罪的，依法追究刑事责任；尚不构成犯罪的，应当给予纪律处分。 有前款行为，发放贷款或者提供担保造成损失的，应当承担全部或者部分赔偿责任。 第八十五条 商业银行工作人员利用职务上的便利，贪污、挪用、侵占本行或者客户资金，构成犯罪的，依法追究刑事责任；尚不构成犯罪的，应当给予纪律处分。 第八十六条 商业银行工作人员违反本法规定玩忽职守造成损失的，应当给予纪律处分；构成犯罪的，依法追究刑事责任。 违反规定徇私向亲属、朋友发放贷款或者提供担保造成损失的，应当承担全部或者部分赔偿责任。 第八十七条 商业银行工作人员泄露在任职期间知悉的国家秘密、商业秘密的，应当给予纪律处分；构成犯罪的，依法追究刑事责任。 第八十八条 单位或者个人强令商业银行发放贷款或者提供担保的，应当对直接负责的主管人员和其他直接责任人员或者个人给予纪律处分；造成损失的，应当承担全部或者部分赔偿责任。 商业银行的工作人员对单位或者个人强令其发放贷款或者提供担保未予拒绝的，应当给予纪律处分；造成损失的，应当承担相应的赔偿责任。 第八十九条 商业银行违反本法规定的，国务院银行业监督管理机构可以区别不同情形，取消其直接负责的董事、高级管理人员一定期限直至终身的任职资格，禁止直接负责的董事、高级管理人员和其他直接责任人员一定期限直至终身从事银行业工作。 商业银行的行为尚不构成犯罪的，对直接负责的董事、高级管理人员和其他直接责任人员，给予警告，处五万元以上五十万元以下罚款。 第九十条 商业银行及其工作人员对国务院银行业监督管理机构、中国人民银行的处罚决定不服的，可以依照《中华人民共和国行政诉讼法》的规定向人民法院提起诉讼。第九章 附则 第九十一条 本法施行前，按照国务院的规定经批准设立的商业银行不再办理审批手续。 第九十二条 外资商业银行、中外合资商业银行、外国商业银行分行适用本法规定，法律、行政法规另有规定的，依照其规定。 第九十三条 城市信用合作社、农村信用合作社办理存款、贷款和结算等业务，适用本法有关规定。 第九十四条 邮政企业办理商业银行的有关业务，适用本法有关规定。 第九十五条 本法自1995年7月1日起施行。