Corporate Registration and Corporate Governance under the Nanjing Nationalist Government

This article examines how the modern corporate registration system was institutionalized and operated in practice during the Nanjing National Government period, focusing on corporate registration records (Gongsi Dengji Juan) from Northeast China. The enactment of the 1914 Company Ordinance and the 1929 Company Law established a formal legal framework governing corporate formation, legal personality, governance structures, capital organization, and profit distribution. However, the introduction of these legal norms did not immediately transform the internal organization or operational practices of enterprises.<br/> Drawing on corporate registration files preserved by the Ministry of Industry and the Commercial Affairs Bureau, this study analyzes the procedural structure of registration administration, the composition of promoters and shareholders, the organization of boards and supervisory bodies, and the actual operation of capital, reserve funds, and dividend distribution. The analysis shows that while corporate registration procedures were formally standardized under central legislation, enterprise operations continued to rely on preexisting commercial practices, including partnership-based arrangements, personal trust networks, and customary profit-sharing mechanisms, which persisted in modified forms.<br/> Furthermore, the registration process—characterized by stages of review, correction, reissuance, and license granting—reveals that corporate registration functioned not as a rigid application of legal rules but as a process through which regulatory norms were gradually stabilized through administrative practice. This study argues that corporate institutionalization in Republican China was neither a linear nor a complete rupture from traditional practices, but rather a process in which legal formality and commercial custom coexisted and were mutually adjusted.<br/> By reconstructing the operational dimension of corporate registration through archival sources, this article contributes to the study of modern Chinese business history by bridging the gap between the formation of legal institutions and enterprise-level practice.