商法英语：公司法
公司法英文版(1)_10完整篇.doc
公司法英文版（1）-; Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.; Article 42; All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.; The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.; Article 43; Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.; Article 44; Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.; Resolutions of the shareholders meeting on the increase orreduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.; Article 45; Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms.A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.; Article 46; The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years.A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director s term, or the number of the directors on theboard is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.; Article 47; The board of directors is accountable to the shareholders meeting and shall exercise the following powers:; (1) being responsible for convening shareholders meetings and presenting reports thereto;; (2) implementing resolutions adopted by the shareholders meeting;; (3) determining the company’s operational plans and investment programs;; (4) preparing annual financial budget plans and final accounting plans of the company;; (5) preparing profit distribution plans and plans to cover company losses;; (6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;公司法英文版（1）-; (7) drafting plans for merger, division, change of corporate form or dissolution of the company;; (8) determining the structure of the company’s internal management;; (9) appointing or removing the general manager of the company, appo inting or removing, upon the general manager’s recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;; (10) formulating the basic management scheme of the company;; (11) exercising other powers stipulated by the articles of association.; Article 48; A meeting of the board of directors shall be convened and presided over by the chairman. Where the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by the vice-chairman. Where the vice-chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a director jointly nominated by more than half of the directors.; Article 49; Except as otherwise provided for in this Law, the rules ofdeliberation and voting procedures at the meeting of board of directors shall be stipulated by the articles of association of the company.; The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the directors present at the meeting.; In the voting process, one director shall represent one vote.; Article 50; A limited liability company shall have a general manager, to be appointed or removed by the board of directors. The general manager is accountable to the board and shall exercise the following powers:; (1) management of the company’s production and operation, and organizing the implementation of board resolutions;; (2) organizing the implementation of annual operating plans and investment programs of the company;; (3) preparing the plan for the structure of the company’s internal management;; (4) preparing the basic management scheme of the company;; (5) formulating detailed company rules;; (6) recommending the appointment or removal of a deputy manager and the officer in charge of finance;; (7) appointing and removing officers of the company other than those to be appointed or removed by the board of directors;; (8) exercising other powers delegated by the board of directors.; Where the articles of association stipulate otherwise in respect of the manager s powers, such stipulations shall prevail. The general manager shall be present at board meetings.; Article 51; A small-scaled limited liability company or a limited liability company with only a few shareholders may have an executive director without establishing a board of directors. The executive director may serve concurrently as the general manager of the company.; The powers of the executive director shall be prescribed in the articles of association.; Article 52; A limited liability company shall have a board of supervisors composed of no less than three (3) members. A small-scaled limited liability company or a limited liability company with only a few shareholders may have one or two supervisors without establishing a board of supervisors. The board of supervisors shall be composed of shareholders’ representatives and representatives of the sta ff and workers of the company. The number of the staff and workers representatives shall not be lower than one third of all the supervisors, the specific percentage of which shall be determined in the articles of association. The representatives of the staff and workers on the board of supervisors shall be democratically elected by the staff and workers through the congresses or assemblies of the workers and staff members or other forms. The board of supervisors shall have one chairman elected by more than half of all thesupervisors. The meetings of the board of supervisors shall be convened and presided over by the chairman of the board. In the event that the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of all the supervisors.公司法英文版（1）-; A director and a senior officer of the company shall not serve concurrently as a supervisor.; Article 53; Each term of a supervisor shall be three (3) years, and a supervisor may continue to serve his post upon expiration of his term if he is re-elected.; Where a new elect is not yet available upon expiration of a supervisor s term, or the number of the supervisors on the board is less than the quorum due to the resignation of a supervisor within his term, such supervisor, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.; Article 54; The board of supervisors or the supervisor, as the case may be, shall exercise the following authorities:; (1) reviewing the financial affairs of the company;; (2) monitoring the acts of the directors or the senior officers in the course of performance of their duties, and propose recall of the director or senior officer in violation of laws, administrative regulations or the articles of association;; (3) requiring the directors or the senior officers to make rectification when any act thereof causes harm to company interests;; (4) proposing for interim meetings of shareholders meetings, convene and preside over the meeting when the board of directors does not perform its function to convene and preside over a shareholders meeting as set forth in this Law;; (5) submitting proposals at the shareholders meeting;; (6) filing suit against the directors or senior officers of the company in accordance with the provisions of Article 152 in this Law;; (7) exercising other authorities prescribed by the articles of association.; Article 55; The supervisors may attend board meetings, present inquiry or proposal with regards to the issues to be determined by the board of directors.; The board of supervisors or the supervisors of a company that does not have the board may conduct investigations upon discoveryof any unusual operations of the company and, where necessary, engage an accounting firm to assist in such investigations at the expense of the company.; Article 56; The board of supervisors shall have a meeting at least once a year. An interim meeting may be convened at the request of supervisors.; Except as provided for in this Law, the rules of deliberation and voting procedures at the meeting of board of directors shall be stipulated by the articles of association of the company.; The resolution of the board of supervisors shall be adopted by more than half of all the supervisors. The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the supervisors present at the meeting.; Article 57; Reasonable expenses necessary for the board of supervisors or supervisors of a company that does not have the board to perform their duties shall be borne by the company.; Section Three Special Provisions on One-Person Limited Liability Companies; Article 58; The provisions under this section shall govern the formation and the organizational structure of one-person limited liability companies. Where there are matters that are not covered by this section, the provisions of the first two sections under Chapter Oneshall apply.; A one-person limited liability company referred to herein means a limited liability company with a sole shareholder of either a natural person or a legal person.; Article 59; The minimum amount of the registered capital of a one-person limited liability company shall be RMB100, 000 which must be fully paid at the time of incorporation.。
公司法(The Company Law)
The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation ofcompanies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economyArticle 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property. As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue the company business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the location of its principal office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's scope of business shall be defined in its articles of association and shall be registered according to law. The company may change its scope of business by modifying its articles of association, but shall go through the modification registration. If the company’s scope of business covers any item subject to approval according to laws or administrative regulations, the approval shall be obtained beforehand.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, executive director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the modification registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise legal person, and its civil liabilities shall be born by the company.The company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the meetingof the board of directors or shareholders’s meeting or shareholders' assembly. If the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intends to provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy social insurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education and in-service training of its employees so as to improve their professional quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, operation safety and sanitation and other matters.According to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the holding shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of its connection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' meeting, shareholders’s assembly or board of directors of the company that has violated any law or administrative regulation shall be null and void.Where the procedures for convoking and the voting form of a shareholders' meeting or shareholders’s assembly or meeting of the board of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the people's court to revoke it.If the shareholders initiate a lawsuit according to the preceding paragraph, the people's court shall, in light of the request of the company, demand the shareholders to provide corresponding guarantee.Where a company has, in light of the resolution of the shareholders' meeting, shareholders’s assembly or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for cancelling the modification registration.Chapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationArticle 23 The incorporation of a limited liability company shall satisfy the following conditions: (1) The number of shareholders accords with the quorum;(2) The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3) The articles of association are worked out jointly by shareholders;(4) The company has a name and its organization complies with that of a limited liability company; and(5) The company has a domicile.Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.Article 25 A limited liability company shall state the following items in its articles of association:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) names of shareholders;(5) forms, amount and time of capital contributions made by shareholders;(6) the organizations of the company and its formation, their functions and rules of procedure;(7) the legal representative of the company;(8) other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company.Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed for by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in currency, in kind or intellectualproperty right, land use right or other non-currency properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.The value of the non-currency properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the value assessment, such law or administrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-currency properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the incorporation of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:(1) the name of the company;(2) the date of incorporation of the company;(3) the registered capital of the company;(4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1) the name of every shareholder and his/its domicile thereof;(2) the amount of capital contribution made by every shareholder;(3) the serial number of every capital contribution certificate.The shareholders recorded in the register of shareholders may, in light of the register of shareholders, claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registration particulars is changed, it shall apply for modification registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration particulars, stand up to any third party.Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.The shareholders may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to the increased amount of capital on the basis of the percentages of the capital contributions they have already made.Article 36 After the incorporation of a company, no shareholder may illegally take away the contribution capital.Section 2 Organization StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning their remuneration;(3) deliberating and approving the reports of the board of directors;(4) deliberating and approving the reports of the board of supervisors or the supervisor;(5) deliberating and approving annual financial budget plans and final account plans of the company;(6) deliberating and approving profit distribution plans and loss recovery plans of the company;(7) making resolutions on the increase or decrease of the company's registered capital;(8) making resolutions on the issuance of corporate bonds;(9) adopting resolutions on the assignment, division, change of company form, dissolution, liquidation of the company;(10) revising the articles of association of the company;(11) other functions as specified in the articles of association.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 39 The shareholders' meeting shall be convened and presided over by the shareholderwho has made the largest percentage of capital contributions and shall exercise its authorities according to this Law.Article 40 The shareholders' meeting shall be classified into regular meetings and temporary meetings. The regular meetings shall be timely held in pursuance with the articles of association. Where a temporary meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, a temporary meeting shall be held.Article 41 Where a limited liability company has set up a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Where a limited liability company has not set up the board of directors, the shareholders' meeting shall be convened and presided over by the executive director.If the board of directors or the executive director is unable or does not perform the duties of convening the shareholders' meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.Article 42 Every shareholder shall be notified 15 days before a shareholders' meeting is held, unless it is otherwise prescribed by the articles of association or it is otherwise contracted by all the shareholders. A shareholders' meeting shall make records for the decisions on the matters discussed at the meeting. The shareholders who attend the meeting shall affix their signatures to the records.Article 43 The shareholders shall exercise their voting rights at the shareholders' meeting on the basis of their respective percentage of the capital contributions, unless it is otherwise prescribed by the articles of association.Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made at a shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, division, dissolution or change of the company type shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited liabilitycompany established by 2 or more state-owned enterprises or other state-owned investors, the board of directors shall comprise the representatives of employees of this company. The board of directors of any other limited liability company may also comprise the representatives of employees of the company concerned. The employees' representatives who are to serve as the board of directors shall be democratically elected by the employees of the company through the assembly of the representatives of employees, the assembly of employees of the company or or by any other means. The board of directors shall have one board chairman and may have one or more deputy chairman. The appointment of the chairman and deputy chairman shall be prescribed in the articles of association.Article 46 The terms of office of the directors shall be provided for in the articles of association, but each term of office shall not exceed 3 years. The directors may, after the expiry of their terms of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.Article 47 The board of directors shall be responsible for the shareholders' meeting and exercise the following authorities:(1) convening shareholders' meeting and reporting on the status of work thereto;(2) carrying out the resolutions made at the shareholders' meeting;(3) determining the operation plans and investment plans;(4) working out the company's annual financial budget plans and final account plans;(5) working out the company's profit distribution plans and loss recovery plans;(6) working out the company's plans on the increase or decrease of registered capital, as well as on the issuance of corporate bonds;(7) working out the company's plans on merger, division, change of the company type, dissolution, and etc.;(8) making decisions on the establishment of the company's internal management departments;(9) making decisions on hiring or dismissing the company's manager and his remuneration, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remuneration;。
公司法(中英对照版)
中华人民共和国公司法Company Law of the People's Republic of China（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013)目录Contents第一章总则Chapter I General Provisions第二章有限责任公司的设立和组织机构Chapter II Establishment and Organizational Structureof A Limited Liability Company第一节设立Section 1 Establishment第二节组织机构Section 2 Organizational structure第三节一人有限责任公司的特别规定Section 3 Special Provisions on One-person LimitedLiability Companies第四节国有独资公司的特别规定Section 4 Special Provisions on Wholly State-ownedCompanies第三章有限责任公司的股权转让Chapter III Transfer of Stock Right of A Limited LiabilityCompany第四章股份有限公司的设立和组织机构Chapter IV Establishment and Organizational Structureof A Joint Stock Limited Company第一节设立Section 1 Establishment第二节股东大会Section 2 Shareholders' Assembly第三节董事会、经理Section 3 Board of Directors, Managers第四节监事会Section 4 Board of Supervisors第五节上市公司组织机构的特别规定Section 5 Special Provisions on the OrganizationalStructure of A Listed Company第五章股份有限公司的股份发行和转让Chapter V Issuance and Transfer of Shares of A JointStock Limited Company第一节股份发行Section 1 Issuance of Shares 第二节股份转让Section 2 Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company第七章公司债券Chapter VII Corporate Bonds第八章公司财务、会计Chapter VIII Financial Affairs and Accounting of ACompany第九章公司合并、分立、增资、减资Chapter IX Merger and Split-up of Company; Increaseand Deduction of Registered Capital第十章公司解散和清算Chapter X Dissolution and Liquidation of A Company 第十一章外国公司的分支机构Chapter XI Branches of Foreign Companies第十二章法律责任Chapter XII Legal Liabilities第十三章附则Chapter XIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。
商法 英文版 课件company law 1
£ 20,000 in share capital, £ 10,000 in debentures and the remainder in
cash. • The company ran into financial difficulties, and the debenture holders
appointed a receiver. The receiver sold off all of the company's assets,
2.3 Transferability of ownership interests 2.4 Limited liability
2.Basic attributes
The meaning of limited liability? A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property. As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.
F4公司法与商法(英文)简介
/中华会计网校会计人的网上家园F4公司法与商法（英文）简介F4 这门课程是公司法和商法，从这个名字就可以看出来是一门有关于法律的课程。
在F4中一共可以被分为八个大板块，分别是Essential elements of the legal system, The law of obligation, Employment law, The formation and constitution of business organization, Capital and the financing of companies, Management administration regulation of companies, Legal implications of companies in difficulty or in crisis和Governance and ethical issues relating to business。
在Essential elements of the legal system中，同学们会了解到英国法律体系的构成，包括法庭结构等，还有比较重要的一点就是法律的起源，这一点会贯穿整个F4的学习和考试过程。
在The law of obligation中，第二个比较重要的知识点会在这里进行着重的讲解，那就是有关合同的知识点，合同是怎样构成的，以及如果违约后的办法等。
在Employment law中，顾名思义，会学习到有关劳务合同的相关知识。
在这个板块中，同学们会接触到比较多的数字，比如需要在一个企业中联系工作两年才可以申请redundancy payment。
在The formation and constitution of business organization中，会了解和掌握有关代理和合伙企业的内容。
和法律的起源类似，代理这部分内容也是贯穿了大本部分F4的知识体系，因为同学们以后就会了解，企业的董事大部分都是充当代理的身份。
国际商法第四章公司法
第三节 合同的效力
一、合同的成立与合同生效 合同特殊的书面形式：
1、当事人采用合同书形式订立合同的，
自双方当事人签字或盖章时合同成立。 （《合同法》第32条）
2、以确认书方式成立合同（《合同法》
第33条）
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例：甲公司与一香港公司就购买一批文化用具进行磋商，
甲公司传真中言明如达成协议则以最终售货确认书为准。 香港公司在接到甲公司的最后一份传真时认为双方已就该 笔买卖的价格、期限等主要问题达成一致，遂于2007年12 月20日向甲公司开出信用证，但甲公司以信用证上注明的 价格条件不能接受为由拒绝发货。依照法律，下列有关该 案的表述中正确的是
合同是两个或两个以上的当事人以发生、变更 或消灭民事法律关系为目的达成的协议。
合同具有以下四个特征：
1.合同是双方或多方当事人的协议。 2. 合同当事人的法律地位平等。 3.合同是各方当事人明确表示相互权利和义务 关系的协议。 4.合同是具有法律约束力的协议。
思考4-1
迈克尔即将去读大学。他的邻居、农场主约翰 与迈克尔签订了一个协议，每年资助迈克尔2000美 元的学费，直到迈克尔读完大学为止，作为对迈克 尔的一种奖励，因为以前迈克尔经常无偿地帮助他 做许多农活。你认为，该协议签订后，在迈克尔与 约翰之间，是否形成了一个合同？
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（一）当事人意思表示一致
当事人意思表示一致要求订立合同的当 事人所发出的要约和承诺的意思表示一致。
怎么来判断是否达成了意思表示一致？ 法律从复杂的合同订立过程中抽取两个典 型的阶段，来确定合同是否成立的标准： 要约、承诺。
（二）合同有对价或约因
1.对价
对价，从法律意义上来说，是一方当事人所得到
的某种权利、利益、利润或好处而付出的具有法 律价值的代价。
公司法(中英文)
Company Law of the People's Republic of China (Revised in 2013)(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993.Revised for the first time on December 25, 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China.Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China.Revised at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005.Revised for the third time on December 28, 2013 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China at the 6th Session of the Standing Committee of the 12th National People's Congress. It is now promulgated and shall come into effect as of March 1, 2014.)Standing Committee of the National People's CongressDecember 28, 2013ContentsChapter I: General ProvisionsChapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentSection 2: Organizational StructureSection 3: Special Provisions on One-person Limited Liability CompaniesSection 4: Special Provisions on Wholly State-owned CompaniesChapter III: Transfer of Equity Interests in Limited Liability CompaniesChapter IV: Establishment and Organizational Structure of Companies Limited By SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors and ManagerSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of Listed CompaniesChapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of CompaniesChapter VII: Corporate BondsChapter VIII: Financial Affairs and Accounting of CompaniesChapter Ix: Merger and Division, Increase and Reduction of Capital of CompaniesChapter X: Dissolution and Liquidation of CompaniesChapter XI: Branches of Foreign CompaniesChapter XII: Legal LiabilityChapter XIII: Supplementary ProvisionsChapter I: General ProvisionsArticle 1: The Company Law of the People's Republic of China (hereinafter referred to as the "Law") has been enacted in order to standardize the organization and activities of companies, protect the lawful rights and interests of companies, shareholders and creditors, safeguard the social and economic order and promote the development of the socialist market economy.Article 2: For the purposes of the Law, the term "companies" refers to limited liability companies and companies limited by shares established within the territory of China pursuant to the Law.Article 3: A company is an enterprise legal person, which has independent corporate property and enjoys corporate property rights. A company shall be liable for its debts to the extent of all ofits property.A shareholder of a limited liability company shall be liable for the company to the extent of the capital contribution it subscribes. A shareholder of a company limited by shares shall be liable for the company to the extent of the shares it subscribes.Article 4: The shareholders of a company shall enjoy such rights as return on assets, participation in major decision-making and selection of managers according to the law.Article 5: When engaging in business activities, a company shall abide by laws and administrative regulations, observe social morality and business ethics, act in good faith, accept supervision by the government and the public, and bear social responsibilities.The lawful rights and interests of companies shall be protected by law and shall not be infringed upon.Article 6: To establish a company, an application for registration of establishment shall be filed with the company registration authority according to the law. If the conditions of establishment specified herein are met, the applicant shall be registered by the company registration authority as a limited liability company or a company limited by shares. If the conditions for establishment specified herein are not met, it may not be registered as a limited liability company or a company limited by shares.If laws or administrative regulations provide that the establishment of a company is subject to approval, approval procedures shall be carried out according to the law prior to the company’s registration.The public may apply to the company registration authority for inquiring the registered particulars of a company, and the company registration authority shall make such inquiry available.Article 7: A company established according to the law shall be issued a company business license by the company registration authority. The date of issue of the company business license shall be that of establishment of the company.The company business license shall contain the name, address, registered capital, scope of business and the name of the legal representative of the company.In the event of any change to any item recorded in the company business license, the company shall carry out change registration formalities and a new business license shall be renewed by the company registration authority.Article 8: The name of a limited liability company established in accordance with the Law shallcontain the words "limited liability company" or “company limited”.The name of a company limited by shares established in accordance with the Law shall contain the words "company limited by shares" or “joint stock company”.Article 9: If a limited liability company intends to be converted into a company limited by shares, the conditions with respect to companies limited by shares set forth herein shall be satisfied. If a company limited by shares intends to be converted into a limited liability company, the conditions with respect to limited liability companies set forth herein shall be met.If a limited liability company is converted into a company limited by shares, or if a company limited by shares is converted into a limited liability company, the claims and debts of the company that have arisen prior to the conversion shall be succeeded to by the company after the conversion.Article 10: The domicile of a company shall be the place where its principal office is located.Article 11: To establish a company, the articles of association shall be formulated according to the law. A company's articles of association shall be binding upon the company, shareholders, directors, supervisors and senior officers.Article 12: The scope of business of a company shall be specified in the articles of association of the company and shall be registered according to the law. A company may amend its articles of association and change the scope of business, provided that it shall carry out change registration.If any item in the scope of business of a company is subject to approval as required by laws or administrative regulations, such item shall be approved according to the law.Article 13: The chairman of the board, the executive director or the manager of the company shall act as the legal representative of a company pursuant to the articles of association of the company and the same shall be registered according to the law. In the event of any change in the legal representative of the company, formalities shall be carried out for registration change.Article 14: A company may establish branches. To establish a branch, application shall be made to the company registration authority for registration and a business license shall be obtained. A branch does not have the status of a legal person and its civil liability shall be borne by the company.A company may establish subsidiaries. A subsidiary has the status of a legal person and independently bears civil liability according to the law.Article 15: A company may invest in other enterprises, provided that it may not become an investor that bears joint and several liability for the debts of the enterprise in which it invests, unless otherwise provided by law.Article 16: If a company invests in another enterprise or provides security for another party, a resolution shall be adopted by the board of directors or by the board of shareholders or general meeting according to the provisions of the articles of association of the company. If the articles of association of the company have specified a limit on the total amount of investment or security and the amount of a single investment or security, the specified limit may not be exceeded.If a company provides security for a shareholder or the de facto controller of the company, a resolution of the board of shareholders or general meeting shall be passed.Any shareholder set forth in the preceding paragraph or controlled by a de facto controller set forth in the preceding paragraph may not participate in voting on any resolution specified in the preceding paragraph. Such resolution shall be adopted by the other shareholders that are present at the meeting and represent more than half of the voting rights.Article 17: A company shall protect the lawful rights and interests of its employees, and enter into labor contracts with its employees, contribute social insurance premiums, strengthen labor protection and ensure production safety according to the law.A company shall use various methods to strengthen the vocational education and on-the-job training of its employees in order to improve their capabilities.Article 18: The employees of a company shall organize a labor union and conduct labor union activities in accordance with the Labor Union Law of the People's Republic of China to protect the lawful rights and interests of the employees. The company shall provide its labor union with conditions necessary for conducting its activities. The labor union of the company shall enter into collective contracts on behalf of the employees with the company with respect to such matters as labor remuneration, working hours, welfare, insurance and labor safety and health of the employees according to the law.A company shall implement democratic management through the employees' representative congress or other channels in accordance with the provisions of the Constitution and relevant laws.When a company discusses and decides on restructuring and major issues concerning its business operation or formulates major rules, regulations and policies, it shall solicit opinions from the labor union of the company, as well as opinions and suggestions from its employees through the employees' representative congress or other channels.Article 19: In a company, an organization of the Communist Party of China shall be established to carry out the activities of the party in accordance with the charter of the Communist Party of China. The company shall provide the necessary conditions for the activities of the party organization.Article 20: The shareholders of a company shall abide by laws, administrative regulations and the articles of association of t he company and exercise shareholder’s rights according to the law, and may not abuse shareholder’s rights to harm the interests of the company or other shareholders, or abuse the independent status of the company legal person and the limited liability of shareholders to harm the interests of the creditors of the company.If a shareholder of the company abuses its shareholder’s rights, thereby causing losses to the company or other shareholders, the shareholder shall be liable for compensation according to the law.If a shareholder of the company abuses the independent status of the company legal person and the limited liability of shareholders to evade debts and seriously harms the interests of the creditors of the company, it shall bear joint and several liability for the debts of the company.Article 21: The controlling shareholder, de facto controller, directors, supervisors and senior officers of a company may not use their affiliation to harm the interests of the company.Anyone that violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.Article 22: A resolution of the board of shareholders or general meeting or the board of directors of a company shall be void if its contents are in violation of laws or administrative regulations.If the procedure for convening the board of shareholders or general meeting or the meeting of the board of directors, or the method of voting violates laws, administrative regulations or the articles of association of the company, or if the contents of a resolution violate the articles of association of the company, a shareholder may, within 60 days of the adoption of the resolution, petition to a people’s court for cancellation of resolution.If the shareholder institutes proceedings pursuant to the prec eding paragraph, the people’s court may, at the request of the company, require the shareholder to provide a corresponding security.If the company has carried out change registration in accordance with the resolution of the board of shareholders or general meeting or the board of directors, the company shall apply to the company registration authority for cancellation of the change registration after the people’s court declares the resolution invalid or cancels the resolution.Chapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentArticle 23: The following conditions shall be fulfilled for the establishment of a limited liability company:(I) the number of shareholders conforms to the statutory number;(II) the capital contribution subscribed by subscribed by all shareholders is consistent with that prescribed in the articles of association;(III) the shareholders have jointly formulated the company's articles of association;(IV) the company has a name and an organizational structure established in conformity with the requirements for limited liability companies; and(V) the company has a domicile.Article 24: A limited liability company shall be invested in and established by no more than 50 shareholders.Article 25: The articles of association of limited liability companies shall specify the following particulars:(I) the name and domicile of the company;(II) the business scope of the company;(III) the registered capital of the company;(IV) the names and domiciles of the shareholders;(V) the method, amount and time of capital contribution by the shareholders;(VI) the organization of the company and its methods of establishment, functions and powers, and rules of procedure;(VII) the legal representative of the company; and(VIII) other matters that the shareholders deem necessary to be specified.Shareholders sh all sign and affix their seals on the company’s articles of association.Article 26: The registered capital of a limited liability company shall be the capital contributions subscribed by all shareholders as registered with the company registration authority.Where laws, administrative regulations and the decisions of the State Council stipulate the actual paid registered capital and another amount on the minimum registered capital of a limited liability company, such stipulations shall prevail.Article 27: Shareholders may make capital contribution in currency or in non-currency property that may be valued in currency and transferable according to the law such as physical objects, intellectual property and land use rights, except for property that may not be used as capital contribution according to the laws or administrative regulations.Non-currency property contributed as capital shall be valued and verified, and shall not be over-valued or under-valued. Where laws or administrative regulations have provisions on valuation, such provisions shall prevail.Article 28: Each shareholder shall make the capital contribution it subscribes as specified in the articles of association of the company on time and in full. If a shareholder makes its capital contribution in currency, it shall deposit the full amount of capital contribution in currency in a bank account opened by the limited liability company with a bank. If capital contribution is made in non-currency property, the transfer procedures for the property rights therein shall be handled according to the law.If a shareholder fails to make capital contribution in accordance with the preceding paragraph, it shall, in addition to making capital contribution in full to the company, be liable for breach of contract to the shareholders that have made their capital contributions on time and in full.Article 29: After the shareholders subscribed the capital contribution in full as prescribed in the articles of association, a representative designated by all shareholders or an agent jointly appointed by them shall submit a company registration application and documents such as the company’s articles of association to the company registration authority to apply for registration of establishment.Article 30: If, after establishment of a limited liability company, the actual value of the non-currency property contributed as capital for the establishment of the company is found markedly lower than the value as set forth in the articles of association of the company, the shareholder making such contribution shall make up for the difference. The other shareholders as at the time of the company's establishment shall bear joint and several liability for such difference.Article 31: A limited liability company shall issue capital contribution certificates to its shareholders after it is established.The capital contribution certificate shall specify the following particulars:(I) the name of the company;(II) the date of establishment of the company;(III) the registered capital of the company;(IV) the name of the shareholder, the amount of its capital contribution made and the date of capital contribution; and(V) the serial number and date of issuance of the capital contribution certificate.The capital contribution certificate shall be affixed with the seal of the company.Article 32: A limited liability company shall establish a register of shareholders to record the following items:(I) the names and domiciles of the shareholders;(II) the amounts of capital contribution of the shareholders; and(III) the serial numbers of the capital verification certificates.The shareholders on the register of shareholders may claim and exercise s hareholder’s rights on the basis of the register of shareholders.The company shall register the names of its shareholders with the company registration authority. If there is a change in the registered items, change registration shall be carried out. Anyone that fails to complete registration or change registration may not resist the claims of a third person.Article 33: Shareholders shall have the right to examine and reproduce the articles of association of the company, the minutes of the board of shareholders, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports.Shareholders may request to examine the account books of the company. If a shareholder requests to examine the account books of the company, it shall make a written request to the company stating the purpose thereof. If the company has reasonable basis to believe that the purpose of the examination of the account books by the shareholder is improper and that such examination may harm the lawful rights and interests of the company, the company may refuse to make the books for examination available, and shall reply to the shareholder in writing and state the reason for the refusal within 15 days of the written request of the shareholder. If the company refuses to provide the account books for examination, the shareholder may petition to the people’s court for provision of the account books by the company.Article 34: A shareholder shall receive dividends in proportion to its paid-up capital contribution. When the company increases its capital, the shareholder shall have the priority right to subscribe for capital contribution in proportion to its paid-up capital contribution, except where all shareholders agree not to receive dividends in proportion to the paid-up capital contribution or not to exercise priority right to subscribe for capital contribution in proportion to the paid-up capital contribution.Article 35: After a company is established, its shareholders may not withdraw their capital contribution.Section 2: Organizational StructureArticle 36: The board of shareholders of a limited liability company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the company and shall exercise its functions and powers pursuant to the Law.Article 37: The board of shareholders shall exercise the following functions and powers:(I) to decide on the business policies and investment plans of the company;(Ii) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(Iii) to consider and approve reports of the board of directors;(IV) to consider and approve reports of the board of supervisors or supervisors;(V) to consider and approve the company's proposed annual financial budgets and final accounts;(VI) to consider and approve the company's profit distribution plans and plans for making up losses;(VII) to pass resolutions on the increase or reduction of the company's registered capital;(VIII) to pass resolutions on the issuance of corporate bonds;(IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the company;(X) to amend the articles of association of the company; and(XI) other functions and powers specified in the articles of association of the company.If the shareholders unanimously express consent to the matters set out in the preceding paragraph in writing, the decision may be made, without convening of the board of shareholders, directly with a document of the decision bearing the signatures and seals of all shareholders.Article 38: The first general meeting shall be convened and presided over by the shareholder thatmade the largest capital contribution, and shall exercise its functions and powers pursuant to the provisions hereof.Article 39: General meetings shall be divided into regular meetings and extraordinary meetings.Regular meetings shall be convened on time in accordance with the articles of association of the company. An extraordinary meeting shall be convened if it is proposed by shareholders representing one tenth or more of the voting rights, or by one third or more of the directors or the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s).Article 40: If a limited liability company has established a board of directors, the general meeting shall be convened by the board of directors and presided over by the chairman of the board. If the chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by the vice-chairman of the board. If the vice-chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by a director jointly designated by more than half of the directors.If a limited liability company has no board of directors, the general meeting shall be convened and presided over by the executive director(s).If the board of directors or the executive director(s) cannot or do not perform the duty of convening the general meeting, the meeting shall be convened and presided over by the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s). If the board of supervisors or the supervisors do not convene and preside over the meeting, the meeting may be convened and presided by the shareholders representing one-tenth or more of the voting rights.Article 41: If a general meeting is to be convened, all shareholders shall be notified 15 days before the meeting is held, unless otherwise stipulated in the articles of association of the company or agreed by all shareholders.The board of shareholders shall keep minutes of the decisions on the matters under its consideration. The shareholders present at the meeting shall sign the minutes of the meeting.Article 42: Shareholders shall exercise voting rights at general meetings in proportion to their capital contribution, unless otherwise stipulated in the articles of association of the company.Article 43: The method of deliberation and voting procedures of the board of shareholders shall be specified in the articles of association of the company, except where stipulated herein.Resolutions of the general meeting on the amendment of the articles of association of the company, increase or reduction of the registered capital, and merger, division, dissolution or change of corporate form shall be adopted by shareholders representing two thirds or more ofthe voting rights.Article 44: A limited liability company shall have a board of directors of three to 13 members, unless otherwise stipulated in Article 51 hereof.In a limited liability company invested in and established by two or more State-owned enterprises or two or more other State-owned investment entities, the members of the board of directors shall include representatives of the staff and workers of the company. In other limited liability companies, the members of the board of directors may include representatives of the staff and workers of the company. Representatives of staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ congress, the staff and workers’ general meeting or other ways.A board of directors shall have one chairman of the board and may have vice-chairmen of the board. The method of appointment of the chairman and vice-chairman (or vice-chairmen) of the board shall be specified in the articles of association of the company.Article 45: The term of office of directors shall be specified in the articles of association of the company but each term may not exceed three years. If re-elected upon expiration of his term of office, a director may serve consecutive terms.If no new director is elected in time upon expiration of the term of office of a director, or if a director resigns during his term of office, resulting in the number of members of the board of directors falling below the statutory number, the original director shall perform his duties as director according to the provisions of laws, administrative regulations and the articles of association of the company before a newly elected director takes office.Article 46: The board of directors shall be accountable to the board of shareholders, and shall exercise the following functions and powers:(I) to convene the general meeting and to report on its work to the board of shareholders;(II) to implement the resolutions of the general meeting;(III) to decide on the business plans and investment plans of the company;(IV) to formulate the company's proposed annual financial budgets and final accounts;(V) to formulate the company’s profit distribution plans and plans for making up losses;(VI) to fo rmulate plans for the company’s increase or reduction of the registered capital or for the issuance of corporate;。
法律英语口语：公司法Company law
法律英语口语：公司法Company law 十一、公司法Company law1.A company director owes a fiduciary duty to the company.2.A company is regarded by the law as a person：an artificial person.3.An enterprise as a legal person shall conductoperations within the range approved and registered.4.He is director appointed under the articles of the company.5.Prior to application for registration,the share capital must be stipulated in the Articles and all shares must be subscribed.6.The chairman was personally liable for the company's debts.7.The company has complied with the court order.8.The company has fulfilled all the terms of the agreement.9.The company intends to sue for damages.10.The company is controlled by the majority shareholder.11.The company is presumed to be still solvent.12.The company is resisting the takeover bid.13.The company's action was completely legal.14.The domicile of a legal person or other organization is at the place of its principal business establishment.15.The legal adviser recommended applying for an injunction against the directors of the company.16.The major methods used to reconstitute the company are acquisition of companies and merging.17.The profits and losses of the equity joint venture shall be shared by the parties in proportion to their contributions of the registered capital.18.The resolution was invalid because the shareholder's meeting was not quorate.19.The right to vote at shareholder's meetings for the election of directors shall be observed.20.The two companies have merged.公司董事应对公司负责受托人责任。
公司法英文
Company Law of the People’s Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteen th Session of the Standing Committee of the Ninth People’s Congress on Amending the Company Law of the People’s Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Committee of the10th National People’s Congress of the People’s Republic of China on Amending the Company Law of the People’s Republic of China. Revised for the third time at the 18th Session of the 10th National People’s Congress of the People’s Republic of China on Oct ober 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentSection 2 Organizational structureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned CompaniesChapter III Transfer of Stock Right of A Limited Liability CompanyChapter IV Establishment and Organizational Structure of A Joint Stock Limited CompanySection 1 EstablishmentSection 2 Shareholders’ AssemblySection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of A Listed CompanyChapter V Issuance and Transfer of Shares of A Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A CompanyChapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of A CompanyChapter IX Merger and Split-up of Company; Increase and Deduction of Registered Capital Chapter X Dissolution and Liquidation of A CompanyChapter XI Branches of Foreign CompaniesChapter XII Legal LiabilitiesChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is enacted for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economyArticle 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock company limited set up within the territory o f the People’s Republic of China according to the provisions of this Law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the right to legal person property. It shall bear the liabilities for its debts with all its property. For a limited liability company, a shareholder shall be liable for the company to the extent of the capital contributions it has paid. For a joint stock limited company, a shareholder shall be liable for the company to the extent of the shares it has subscribed to.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers and enjoy other rights.Article 5 When conducting business operations, a company shall comply with the laws and administrative regulations, social morality, and business morality. It shall act in good faith, accept the supervision of the government and general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be trespassed.Article 6 To establish a company, an application for establishment registration shall be filed with the company registration authority. If the application meets the establishment requirements of this Law, the company registration authority shall register the company as a limited liability company or joint stock limited company. If the application does not meet the establishment requirements of this Law, it shall not be registered as a limited liability company or joint stock limited company.If any law or administrative regulation provides that the establishment of a company shall be subject to approval, and relevant approval formalities shall be gone through prior to the registration of the company.The general public may go to a company registration authority to search and consult the registration information filed by a company and the authority shall provide the research services for the public.Article 7 For a lawfully established company, the company registration authority shall issue a company business license to the company. The date of issuance of the company business license shall be the date of establishment of the company. The company business license shall state the name, domicile, registered capital, actually paid capital, business scope, legal representative, etc. If any of the items as stated in the business license is changed, the company shall modify the registration and the company registration authority shall replace its old business license by a new one.Article 8 A limited liability company established according to this Law shall include the words of "limited liability company" or "limited company" in its name. A joint stock limited company established according to this Law shall include words of "joint stock limited company" or "joint stock company".Article 9 A limited liability company to be changed into a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. A joint stock limited company to be changed into a limited liability company shall conform to the conditions as prescribed in this Law for limited liability companies. In either of the aforesaid cases, the creditor’s rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard its main office as its domicile.Article 11 A company established according to this Law shall formulate its bylaw that are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 A company’s business scope shall be defined in its bylaw and shall be registered according to law. The company may change its business scope by modifying its bylaw, but it shall go through the formalities for modifying the registration.If the business scope a company covers any item subject to approval pursuant to any law or administrative regulation, approval shall be obtained according to the law.Article 13 The legal representative of a company shall, be assumed by the chairman of the board of directors, acting director or manager according to the company’s bylaw and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the formalities for modifying the registration.Article 14 A company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority and shall obtain a business license. A branch shall not enjoy the status of an enterprise legal person and its civil liabilities shall be born by its parent company.A company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently responsible for their own civil liabilities.Article 15 A company may invest in other enterprises. However, unless it is otherwise provided for by any law, it shall not become a capital contributor that shall bear several and joint liabilities for the debts of the enterprises in which it invests.Article 16 Where a company intends to invest in any other enterprise or provide guaranty for others, the company shall make a resolution through the board of directors, shareholders’ meeting or sharehol ders’ assembly according to its bylaw. If the bylaw prescribe any limit on the total amount of investments or guaranties, or on the amount of a single investment or guaranty, the aforesaid total amount or amount shall not exceed the limited amount. If a company intends to provide guaranty to a shareholder or actual controller of the company, it shall make a resolution through the shareholder’s meeting or shareholders’ assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 Every company shall protect the lawful rights and interests of its employees, sign employment contracts with its employees, buy social insurances, and strengthen labor protection so as to ensure work safety.Every company shall, in various forms, intensify the professional education and in-service training of its employees so as to improve their personal quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People’s Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditionsfor its labor union to carry out activities. The labor union shall, on behalf of the employees, sign collective contracts with the company with respect to the remuneration, working hours, welfare, insurance, work safety and sanitation, and other matters.In accordance with the Constitution and other relevant laws, a company shall adopt democratic management in the form of assembly of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue relating to business operations, or to formulate any important bylaw, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the assembly of the representatives of the employees or in any other way.Article 19 The Chinese Communist Party may, according to the Constitution of the Chinese Communist Party, establish its branches in companies to carry out activities of the Chinese Communist Party. The company shall provide necessary conditions to facilitate the activities of the Party.Article 20 The shareholders of a company shall abide by the laws, administrative regulations and bylaw and shall exercise the shareholder’s rights under the law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder’s rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder’s limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareh older’s rights, it shall be liable for compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder’s limited liabilities, if it seriously injures the interests of any creditor, it shall bear several and joint liabilities for the debts of the company.Article 21 Neither the controlling shareholder, nor the actual controller, nor any of the directors, supervisors or senior management of the company may injure the interests of the company by taking advantage of its connection relationship. Anyone who causes any loss to the company due to violating the preceding paragraph shall be liable for the compensation.Article 22 A resolution of the shareholders’ meeting, shareholders’ assembly or board of directors of the company that is in violation of any law or administrative regulation shall be null and void.If the procedures for calling a shareholders’ meeting or shareholders’ assembly, or meeting of the board of directors, or the voting form, is in violation of any law, administrative regulation or the bylaw, or if a resolution is in violation of the bylaw of the company, the shareholders may, within 60 days from the day when the resolution is made, request the people’s court to revoke it.If the shareholders initiate a lawsuit under the preceding paragraph, the people’s court shall, at the request of the company, demand the shareholders to provide corresponding guaranty.Where a company has, according to the resolution of the shareholders’ meeting, shareholders’ assembly or meeting of the board of directors, completed the modification registration, if the people’s court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for revoking the modification registration.Chapter II Establishment and Organizational structure of A Limited Liability CompanySection 1 EstablishmentArticle 23 The establishment of a limited liability company shall meet the following conditions:(1)The number of shareholders constitutes the quorum;(2)The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3)The shareholders jointly work out the bylaw;(4)The company has a name and its organizational structure complies with that of a limited liability company; and(5)The company has a domicile.Article 24 A limited liability company shall be established by no more than 50 shareholders that make capital contributions.Article 25 A limited liability company shall state the following items:(1)The name and domicile of the company;(2) Business Scope of the company;(3)Registered capital of the company;(4)Names of shareholders;(5) Forms, amount and date of capital contributions made by shareholders;(6)The organizations of the company and its formation, their functions and rules of procedure;(7)Legal representative of the company;(8)Other matters deemed necessary by shareholders.The shareholders should affix their signatures or seals to the bylaw of the company.Article 26 The registered capital of a limited liability company shall be the total amount of capital contributions subscribed to by all the shareholders registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall not be less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, the margin shall be paid off by the shareholders within 2 years from the day when the company is established; for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in cash, in kind, or intellectual property right, land use right, or other non-monetary properties that may be assessed on the basis of currency and may be transferred according to the law, excluding the properties that shall not be treated as capital contributions under any law or administrative regulation.The value of the non-monetary properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulations provides for the value assessment, such law or administrative regulation shall be followed.The amount of the capital contributions in cash paid by all the shareholders shall be no less than 30% of the registered capital of the limited liability company.Article 28 Each shareholder shall make full payment for the capital contributions he has subscribed to according to the bylaw. If a shareholder makes his capital contribution in cash, he shall deposit the full amount of such cash capital contribution into a temporary bank account opened for the limited liability company. If any capital contributions are made in non-monetary properties, the appropriate transfer procedures for the property rights therein shall be followed according to law.Where a shareholder fails to make his capital contribution as specified in the preceding paragraph, he shall not only make full payment to the company but also bear the liabilities for breach of contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by the shareholders shall be verified by a lawfully established capital verification institution and the institute shall issue a certification to prove the contribution.Article 30 After the initial capital contributions made by the shareholders have been verified by a lawfully established capital verification institution, the representative designated by all the shareholders or the agent entrusted by all the shareholders shall apply for establishment registration by submitting a company registration application, bylaw, capital verification and other documents to the company registration authority.Article 31 After the establishment of a limited liability company, if the actual value of the capital contributions in non-monetary properties is found to be apparently lower than that set forth in the bylaw of the company, the difference shall be made up by the shareholder who offered them, and the other shareholders of the company who established the company shall bear several and joint liabilities.Article 32 After the establishment of a limited liability company, each shareholder shall be issued a capital contribution certificate, which shall specify the following:(1) The name of the company;(2) The date of establishment of the company;(3) The company’s registered capital;(4) The name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) The serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a registry of shareholders and the registry shall record the following information:(1)The names of all shareholders and their domiciles thereof;(2)The amount of capital contributions made by each shareholder;(3)The serial numbers for all capital contribution certificates.The shareholders recorded in the registry of shareholders may, pursuant to the registry of shareholders, claim to and exercise the shareholder’s rights.A company shall register each shareholder’s name and its amount of capital contributions in the company registration authority. Where any of the registered items is changed, the company shall modify the registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration item, stand up to any third party.Article 34 Every shareholder sha ll be entitled to review and duplicate the company’s bylaw, the minutes of the shareholders’ meetings, the resolutions of the board of directors’ meetings, the resolutions of the board of supervisors’ meetings, as well as the financial reports.Every shareholder may request to review the accounting books of the company. Where a shareholder requests to review the accounting books of the company, it shall submit a written request, which shall state his motives. If the company, has the legitimate reason to believe that the shareholder’s requests to review the accounting books has an improper motive and may impair the legitimate interests of the company, it may reject the request of the shareholder to review the books and shall, within in 15 days after the shareholder submits a written request, give the shareholder a written reply, which shall include an explanation. If the company reject the requestof any shareholder to review the accounting books, the shareholder may plead a people’s courtto demand the company to open the books for his review.Article 35 Shareholders shall be distributed with the dividends based on the percentages of the capital that they actually contributed. When a company is going to increase the capital, its shareholders have the preemptive right to subscribe to the new capitals based on the same percentages of the old capital that they contributed. The exception shall be given if all shareholders agree that they will not be distributed with the dividends or have the preemptive right to subscribe to the new capitals based on the percentages of the old capital that they contributed.Article 36 After the establishment of a company, no shareholder may illegally take away the registered capital.Section 2 Organization StructureArticle 37 The shareholders’ meeting of a limited liability company shall be composed of all the shareholders. It is the authority of the company and shall exercise its powers according to this Law.Article 38 The shareholders’ meeting shall exercise the follow ing functions:(1) Determining the company’s operational guidelines and investment plans;(2) Electing and changing the directors and supervisors assumed by non-representatives of the employees and deciding the matters relating to their salaries and compensations;(3) Deliberating and approving reports of the board of directors;(4) Deliberating and approving reports of the board of supervisors or the supervisor;(5) Deliberating and approving annual financial budget plans and final account plans of the company;(6) Deliberating and approving company profit distribution plans and loss recovery plans;(7) Making resolutions about the increase or reduction of the company’s registered capital;(8) Making resolutions about the issuance of corporate bonds;(9) Adopting resolutions about the assignment, split-up, change of company form, dissolution, liquidation of the company;(10) Revising the bylaw of the company;(11) Other functions as specified in the bylaw.If all the shareholders consent to any of the matters listed in the preceding paragraph by writing , they do not need to hold a shareholders’ meeting and may made decisions and have the decisions signed and sealed by all the shareholders.Article 39 The first shareholders’ meeting sh all be convened and presided over by the shareholder who made the largest capital contributions, and he shall exercise his powers according to this Law.Article 40 The shareholders’ meetings shall be classified into regular meetings and interim meetings. The regular meetings shall be timely held according to the bylaw. Where an interim meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, an interim meeting shall be held.Article 41 Where a limited liability company has set up a board of directors. The shareholders’ meetings shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairmanof the board of directors is unable or fails to perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors.For a limited liability company with no board of directors, the shareholders’ meetings shall be convened and presided over by the acting director.If the board of directors or the acting director is unable or fails to fulfill the duties of convening the shareholders’ meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisorsor supervisor does not convene or preside over such meetings, the shareholders representing 1/ 10 or more of the voting rights may convene and preside over such meetings on their own initiatives.Article 42 Every shareholder shall be given a notice 15 days before a shareholders’ meeting is held unless it is otherwise specified by the bylaw or it is otherwise stipulated by all the shareholders.A shareholders’ meeting shall make the minutes for the decisions about the matters discussed at the meeting. The shareholders who attended the meeting shall affix their signatures to the minutes.Article 43 The shareholders shall exercise their voting rights at the shareholder s’ meetings based on their respective percentage of the capital contributions unless it is otherwise prescribed by the bylaw.Article 44 Unless it is otherwise provided for by this Law, the discussion methods and voting procedures of the shareholders’ me eting shall be provided for in the bylaw.A resolution made at a shareholders’ meeting on revising the bylaw, increasing or reducing the registered capital, merger, split-up, dissolution or change of the company form shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall be composed of 3 up to 13 members unless it is otherwise provided by Article 51 of this Law.If a limited liability company established by 2 or more state-owned enterprises or other state-owned investors, the board of directors shall include representatives of the employees of the companies. The board of directors of any other limited liability company may also include repr esentatives of the employees of the company concerned. The employees’ representatives who are to serve as board directors shall be democratically elected by the employees of the company through the general assembly of the representatives of employees, empl oyees’ assembly of the company or in any other way. The board of directors shall have one chairman and may have one or more deputy chairmen. The appointment of the chairman and deputy chair shall be specified in the bylaw.Article 46 The term of office of the directors shall be provided for by the bylaw, but each term of office shall not exceed 3 years. The directors may, after the expiry of their term of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, perform the powers of the directors according to the laws, administrative regulations, as well as the bylaw.Article 47 The board of directors shall be responsible for the shareholders’ meeting and exercise the following functions:(1) Convening shareholders’ meetings and presenting reports thereto;(2) Implementing the resolutions made at the shareholders’ meetings;(3) Determining the company’s business and investment plans;(4) W orking out the company’s annual financial budget plans and final account plans;(5) Working out the company’s profit distribution plans and loss recovery plans;(6) Working out the company’s plans on the increase or reduction of registered capital, as we ll as on the issuance of corporate bonds;(7) Working out the company’s plans on merger, split, change of the company form, or dissolution, etc.;(8) Making decisions on the establishment of the company’s internal management departments;(9) Making deci sions on hiring or dismissing the company’s manager and his salary and compensation, and, according to the nomination of the manager, deciding on the hiring or dismissal of vice manager(s) and the persons in charge of finance as well as their salaries and compensations;(10) Working out the company’s basic management system; and(11) Other functions as specified in the bylaw.Article 48 A meeting of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or fails to perform his duties, it may be convened or presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or fails to perform his duties, it may be convened or presided over by a director whom is jointly recommended by half or more of the directors.Article 49 Unless it is otherwise provided for by this Law, the discussion methods and voting procedures of the board of directors shall be specified by the bylaw.The board of directors shall make minutes of the decisions about the matters discussed at the meetings thereof. The shareholders who attend the meeting shall affix their signatures to the minutes.In the voting on a resolution of the board of directors, every director shall have one vote.Article 50 A limited liability company may have a manager, who shall be hired or dismissed upon decision of the board of directors. The manager shall be responsible for the board of directors。
公司法中英对照
公司法中英对照公司法是我国立法的经济法律中的一个重要组成部分，主要用于规范和管理公司组织的设立、运营和解散等事务。
下面是公司法的中英对照内容和相关参考内容。
1. 公司的定义与分类公司法对公司的定义进行了明确的规定，并将公司分为有限责任公司和股份有限公司两种形式。
根据这两种形式，公司的组织形式、权益、责任等方面也有着不同的规定。
Definition and Classification of Companies:The Company Law provides clear definitions and classifies companies into two forms: limited liability company and joint-stock limited company. Based on these two forms, the organization, rights, and responsibilities of companies are regulated.2. 公司的设立与登记公司的设立需要满足一定的条件，包括有限责任公司设立的最低注册资本和股份有限公司设立的最低发起人人数等。
此外，公司的设立还需要进行工商部门的登记手续，以取得合法的身份和经营权益。
Establishment and Registration of Companies:The establishment of a company requires certain conditions to be met, including the minimum registered capital for limited liability companies and the minimum number of initiators for joint-stock limited companies. In addition, the establishment of a company also requires registration procedures with the industrial andcommercial department to obtain legal identity and business rights.3. 公司的股东与股权公司的股权代表了股东对公司的所有权和控制权。
公司法英文版.doc
公司法英文版（2）-; Article 103; In order to hold a general meeting of shareholders, notice concerning the time, venue and matters to be considered at the meeting shall be given to each shareholder twenty days in advance. In the event of an interim meeting of shareholders, the notice may be given fifteen days in advance. Where the company has issued bearer share certificates, a public notice concerning the time, venue and matters to be considered at the meeting shall be made thirty days prior to the meeting.; Shareholders individually or jointly holding three percent (3%) of the shares of the company may, ten days prior to the general meeting of shareholders, submit a temporary written proposal to the board of directors. The board of directors shall, within two days after receipt of the proposal, inform other shareholders and submit the proposal to the general meeting of shareholders for deliberation. The items contained in the proposal shall fall within the scope of powers exercised by the general meeting of shareholders and clear topic and specific matters to be considered shall be included. The general meeting of shareholders shall not decide on any matters that are not specified in aforesaid notices. Where the holders of bearer shares attend the general meeting of shareholders, they shall deposit the shares with the company five (5) days earlier before the date of the meeting up till the closingdate of the meeting.; Article 104; When a shareholder attends the general meeting of shareholders, each share he holds is entitled to one vote. However, the share held by the company itself shall not have the voting right. A resolution adopted by the general meeting of shareholders requires affirmative votes by a majority of the votes held by shareholders attending the meeting. The resolution with regards to amendment to the articles of association, increase or decrease of registered capital, merger, division or dissolution of the company or change of the form of the company requires affirmative votes by at least two-thirds of the votes held by shareholders attending the meeting.; Article 105; Where it is stipulated in this Law or the articles of association that the assignment or receipt of the company s major assets or provision of security shall be determined at the general meeting of shareholders, the board of directors shall, in a timely manner, convene the general meeting of shareholders that will vote on aforesaid matters.; Article 106; The general meeting of shareholders shall adopt accumulative voting system when voting on the election of directors or supervisors in accordancewith the articles of association or the resolution adopted by the shareholders general meeting. The accumulative voting system referred to herein means that in the election of the directors or supervisors at the general meeting, the number of votes attached to each share held by a; shareholder shall be equal to the number of candidates. A shareholder can multiply his voting shares by the number of candidates and vote them all for one person for director or supervisor.; Article 107; A shareholder may attend a general meeting of shareholders by proxy, the proxy holder shall present the proxy statement issued by the shareholder to the company, and shall exercise his voting rights to the extent authorized by the proxy.; Article 108; The general meeting of shareholders shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the chairman of the meeting and directors attending the meeting. The minutes shall be maintained together with the record containing signatures of the shareholders attending the meeting and the proxy statements.; Section Three Board of Directors and General Manager公司法英文版（2）-; Article 109; A joint stock limited company shall have a board of directors, which shall be composed of not fewer than five but not more than nineteen members.; The members of the board of directors shall include representatives of the staff and workers of the company. Such representatives of the staff and workers shall be democratically elected by the staff and workers of the company through the congresses or assemblies of the workers and staff members or other forms.; The provisions of Article 46 on the term of directors of a limited liability company shall apply to that of the directors of a joint stock limited company.; The provisions of Article 47 on the functions and powers of the board of directors of a limited liability company shall apply to that of the board of directors of a joint stock limited company.; The board of directors shall have a chairman, and may have one or two vice-chairmen. The chairman and vice-chairman shall be elected by the board of directors through affirmative votes by more than half of all the directors.; The chairman shall convene and preside over meetings of the board of directors and supervise the implementation of resolutions adopted by the board of directors. The vice-chairman shall assist the chairman in his work. Where the chairman is unable to or does not exercise his authorities, the vice-chairman appointed by the chairman shall exercise such authorities in his capacity. Where the vice chairman is unable to or does not exercise his authorities, a director jointly nominated by more than half of all the directors shall exercise such authorities.; Article 111; The board of directors shall hold meetings at least twice a year, and notice shall be given to all directors and supervisors ten days in advance. Shareholders representing one tenth of voting rights, or one third or more of all the directors or supervisors may propose to have an interim meeting of the board. The Chairman, within ten days after receipt of such proposal, may convene and preside over a meeting of the board. Where an interim meeting of the board of directors is to be held, the method and time limit for notification for convening the interim meeting may be prescribed separately.; A meeting of the board of directors may not be held unless attended by more than half of the directors. A resolution adopted by the board of directors requires affirmative votes by more than half of all the directors.; In the voting procedures, one director shall represent one vote.; Article 113; A meeting of the board of directors shall be attended by each director in person. Where a director is unable to attend the meeting for cause, he may issue a written proxy entrusting another director to attend on his behalf, and the proxy shall set forth the scope of authorization.; The board of directors shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the directors attending the meeting and the person preparing the minutes.; The directors shall be responsible for resolutions adopted by the board of directors. Where a resolution of the board violates any national statutes, administrative regulations or the articles of association, and causes the company to incur serious loss, those directors participating in the adoption of the resolution are liable to the company for damages. Provided, however, if a director is proven to have dissented at the vote adopting such resolution and such dissension was noted in the minutes, then the director may be exemptfrom liability.; Article 114; A joint stock limited company shall have a general manager, to be appointed or removed by the board.公司法英文版（2）-; The provisions of Article 50 on the functions and powers of the manager of a limited liability company shall apply to the manager of a joint stock limited company.; Article 115; The board of directors of the company may decide that a board member is to serve concurrently as the general manager.; Article 116; A joint stock limited company must not directly, or through its affiliate companies, borrow money from its directors, supervisors or senior officers.; Article 117; A joint stock limited company shall disclose on regular basis the remuneration of its directors, supervisors and senior officers.; Section Four Board of Supervisors; Article 118; A joint stock limited company shall have a board of supervisors, which shall be composed of not fewer than three (3) members.; The board of supervisors shall be composed of the shareholders’ representatives and representatives of the workers of the company. The number of the workers representatives shall not be lower than one third of all the supervisors, the specific percentage of which shall be determined in the articles of association. The workers’ representatives on the board of supervisors shall be democratically elected by the workers of the company through the congresses or assemblies of the workers and staff members or other forms. The board of supervisors shall have one chairman that shall be elected by more than half of all the supervisors. The meetings of the board ofsupervisors shall be convened and presided over by the chairman of the board. In the event that the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of all the supervisors.; A director and a senior officer may not serve concurrently as a supervisor.; The provisions of Article 52 on the term of the supervisor of a limited liability company shall apply to the supervisor of a joint stock limited company.; Article 119; The provisions of Article 54 and Article 55 on the functions and powers of the board of supervisors of a limited liability company shall apply to the board of the supervisors of a joint stock limited company.; Reasonable expenses necessary for supervisors to performance their duties shall be borne by the company.; Article 120; The board of supervisors shall convene a meeting at least every six months. An interim meeting of the board may be called at the request of supervisors.; The rules of deliberation and voting procedures for the board ofsupervisors shall be stipulated by the articles of association of the company.; The board of supervisors shall prepare a minute of the meeting signed by all supervisors attending the meeting.; Section Four Special Provisions on the Structure of a Listed Company; Article 121; A listed company referred to herein means a joint stock limited company whose shares are listed and traded on a securities exchange.; Article 122; Any purchase or sale of major assets within one year or provision of a security in an amount in excess of thirty percent (30%) of the total assets by a listed company shall be deliberated and determined at a general meeting of shareholders and the resolution adopted by such a meeting requires affirmative votes by shareholders representing two-thirds of the voting rights.; Article 123; A listed company shall have independent directors the specific method of which shall be determined by the State Council.; Article 124公司法英文版（2）-; A listed company shall have a secretary of the board of directors whose responsibilities include the preparation of the general meeting of shareholders and meetings of the board of directors, maintenance of documents, share management as well as relevant matters concerning information disclosure.; Article 125; The director of a listed company affiliated with the enterprise involved in the matters discussed by the board of directors shall not exercise his own, or represent other directors to exercise voting right for such matters. The meeting of the board of directors may be held once more than half of the unaffiliated directors will be present. The resolution made by the meeting of the board shall be adopted by more than half of all such directors. Where there are not more than three (3) unaffiliated directors, the relevant matters shall be forwarded to the general meeting of shareholders for deliberation.; Chapter Five Issue and Transfer of Shares of Joint Stock Limited Companies; Section One Issue of Shares; Article 126; The capital of a joint stock limited company shall be divided into shares, and all the shares shall be of equal value.; Shares of the company are represented by share certificates. A share certificate is a certificate issued by the company certifying the share held by a shareholder.; Article 127; When shares are issued, the principles of openness, fairness, and equity shall be followed, and each share in the same class must have the same rights and receive the same interests.; For shares issued at the same time, each share shall be issued on the same conditions and at the same price. All entities or individuals subscribing for shares shall pay the same price for each share.; Article 128; The issuing price per share may be at par value, or above par value, but may not be below par value.; Article 129; A share certificate shall be in paper form or in other forms prescribed by the securities regulatory authority under the State Council.; A share certificate shall set forth the following major items:; (1) the name of the company;; (2) the company’s date of registration and establishment;; (3) the class and par value of the shares and the number of shares represented;; (4) the serial number of the share certificate.; The share certificate shall be signed by the chairman of the board, and the company’s chop shall be impressed thereon.; Share certificates held by the sponsors shall be marked with the words Sponsors’ Share.; Article 130; Share certificates issued by the company may be in the form of either registered share certificates or bearer share certificates.; Share certificates issued by the company to its sponsors or legal persons shall be registered share certificates bearing the names of such sponsors or legal persons, and may not be registered under any other names or in the names of their legal representatives.; Article 131; A company issuing registered share certificates shall maintain a record of shareholders, which shall set forth the following:; (1) the name and domicile of each shareholder;; (2) the number of shares held by each shareholder;; (3) the serial numbers of share certificates held by each shareholder;; (4) the date on which each shareholder acquired his shares.; A company issuing bearer share certificates shall record the number of such share certificates, their serial numbers and their issuing dates.公司法英文版（2）-; Article 132; The State Council may make separate stipulations relating to a company’s issuance of shares of classes other than those prescribed herein.; Article 133; Upon registration and establishment, a joint stock limited company shall promptly deliver the share certificates to its shareholders officially. Prior to registration and establishment, the company may not deliver any share certificate to its shareholders.; Article 134; Where a company is to issue new shares, the general meeting of shareholders or the board of directors shall adopt a resolution concerning thefollowing in accordance with the articles of association:; (1) the classes and number of the new shares;; (2) the issuing price of the new shares;; (3) the commencing and ending dates of issuance of the new shares;; (4) the classes and number of new shares issued to the existing shareholders.; Article 135; When a company is approved by the securities supervision and administration department under the State Council to issue new shares to the public, it shall make public the prospectus for the issue of new shares, its financial and accounting statements, and shall prepare the subscription form.; The provisions of Article 88 and Article 89 shall apply to the issue of new shares.; Article 136; In issuing new shares, a company may determine the pricing scheme in light of the business operation and financial conditions of the company.; Article 137; Upon full receipt of the share proceeds from the company’s newly issued shares, the company shall carry out amendment registration with the company registration authority and shall make a public announcement.; Section Two Assignment Of Shares; Article 138; Shares held by a shareholder may be assigned in accordance with the law.; Article 139; Assignment of shares by a shareholder must be carried out at a lawfully established securities exchange or in other manners stipulated by the State Council.; Article 140; Assignment of registered share certificates is effected by the shareholder’s endorsement thereof or by other methods prescribed by the relevant national statutes or administrative regulations. In the case of assignment of registered share certificates, the company shall record the assignee’s name and domicile on the record of shareholders.; Alteration registration for the record of shareholders referred to in the preceding paragraph shall not be carried out for a period of twenty days prior to the holding of a general meeting of shareholders, or five days prior to the record date for the purpose of dividend distribution determined by the company. However, where such change of shareholders is otherwise stipulated by the law, such stipulations shall apply.; Article 141; Assignment of bearer share certificates takes effect upon delivery thereof by the shareholder to the assignee.; Article 142; Shares of a company held by its sponsors may not be assigned for a period of one year commencing from the date of the company’s establishment. Shares that have been issued before the public offer shall not be transferred for a period of one year commencing from the date of trading of the company s shares on a stock exchange.; The directors, supervisors and senior officers of the company shall report to the company the number of the company’s shares held thereby and any change of such shareholding. The shares transferred within their term of office each year shall not exceed twenty-five percent (25%) of the total shares of the company held by them. Shares of the company held by aforesaid people shallnot be transferred for a period of one year commencing from the date of trading of the company s shares on a stock exchange. These people, within half of the year from their departure from the company, shall not transfer the shares of the company held by them. The articles of association may otherwise provide for restrictions on the transfer of the shares of the company held by its directors, supervisors and senior officers.公司法英文版（2）-; Article 143; A company may not purchase its own shares, except in the following cases:; (1) reducing the company’s registered capital;; (2) merging with another company holding shares of the company;; (3) granting incentive shares to the staff and workers of the company;; (4) requesting the company to purchase its own shares where shareholders of the company oppose the decision on merge or division of the company made at a general meeting of shareholders.; A resolution shall be adopted by a general meeting of shareholders in the event of a purchase as described in the above items from (1) through (3). The original shares, after the company has purchased its own shares in the case as described in item (1), shall be cancelled within ten days of such purchase. In the cases as described in item (2) and (4), the shares shall be transferred or canceled within six months of such purchase.; The shares of the company purchased by itself in the case as described in item (3) shall not exceed five percent (5%) of the total shares issued by the company. The fund for such purchase shall be paid out of the after-tax profits of the company and the shares purchased shall be transferred to the staff and workers within one year of such purchase.; The company may not accept its own shares as the collateral under a security arrangement.; Article 144; If a registered share certificate is stolen, lost or destroyed, the shareholder may petition a people’s court for the invalidation thereof throughthe public notice procedure prescribed in the Civil Procedural Law of the People’s Republic of China.; After the people’s court has invalidated such share certificate through the public notice procedure, the shareholder may apply to the company for re-issuance of a certificate for the share.; Article 145; The shares of a company approved for listing shall be listed in accordance with laws, administrative regulations and trading rules set forth by a stock exchange.; Article 146; A listed company shall make public its financial conditions and operating conditions in accordance with the relevant laws and administrative regulations, and shall make public its financial and accounting reports semiannually in each fiscal year.; Chapter Six: Qualifications and Obligations of Directors, Supervisors and Senior Officers; Article 147; A person in any of the following categories may not serve as a director,supervisor, or the general manager of a company:; (1) without civil capacity or with limited civil capacity;; (2) having been sentenced to prison for the following crimes, and completion of the sentence being less than five years ago: embezzlement, bribery, conversion of property, misappropriation of property, sabotage of social economic order; or having been deprived of political rights as a result of a criminal conviction, and completion of such sanction being less than five years ago;; (3) having served as a director, the factory chief, or the general manager of a company or enterprise which underwent bankruptcy liquidation as a result of mismanagement, and being personally responsible for such bankruptcy, and completion of the bankruptcy liquidation being less than three years ago;; (4) having served as the legal representative of a company or enterprise whose business license was revoked due to its violation of law, and being personally responsible for such revocation, and such revocation occurring less than three years ago;; (5) in default of personal debt of a significant amount.; If the company elects or appoints a director or supervisor or employs the senior officer in violation of the above paragraph, such election, appointment or employment is invalid. The company shall remove the director, supervisor orsenior officer once the circumstances described in item (1) occur.公司法英文版（2）-; Article 148; A director, supervisor, or the general manager shall abide by laws, administrative regulations and articles of association of the company and shall have the fiduciary and diligent duties to the company.; A director, supervisor, or the senior officer may not abuse their authorities by accepting bribes or generating other illegal income, and may not convert company property.; Article 149; The director and senior officer:; (1) may not misappropriate company funds;; (2) may not deposit company assets into an account in his own name or in any other individual’s name;; (3) may not loan company funds to other people or give company assets as security for the debt of any other individual without the approval of the shareholders meeting, general meeting of shareholders or the board of directors in violation of the articles of association;; (4) may not execute any contract or engage in any transaction with the company in violation of the articles of association or without the approval of the shareholders meeting or the general meeting of shareholders;; (5) may not use the favorable conditions and conveniences to seek the business opportunities that shall belong to the company to engage in the same business as the company in which he serves as a director or the senior officer either for his own account or for any other person’s account without the approval of the shareholders meeting or the general meeting of shareholders;; (6) may not accept and possess the commissions paid by others for transactions conducted with the company;; (7) may not disclose company confidential information without authorization;; (8) may not engage in other activities in violation of his fiduciary duties.; Article 150; If a director, supervisor or the senior officer causes detriment to the company while performing his duties in violation of laws, administrative regulations or the articles of association, he shall be liable for the loss so caused.; Article 151; Where the shareholders meeting or the general meeting of shareholders requires a director, supervisor or the senior officer to be present at meetings, they shall be present at meetings and answer the inquiries of shareholders.; A director or senior officer shall provide the board of supervisors or the supervisors of a limited liability company without a board of supervisors with genuine documents and information and shall not obstruct the board of supervisors or supervisors from performing duties.; Article 152; Where a director or senior officer is involved in the circumstance as described in Article 150, the shareholders of a limited liability company or a joint stock limited company that individually or jointly hold one percent (1%) of the total shares for consecutive 180 days may request in writing the board ofsupervisors or the supervisors of a limited liability company without a board of supervisors to file suit before a people s court. Where a supervisor is involved in the circumstance as described in Article 150, aforesaid shareholders may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file suit before a people s court.; Where the board of supervisors or the supervisors of a limited liability company without a board of supervisors, or the board of directors or the executive director refuses to file suit after receipt of the written request mentioned above, or does not file suit within thirty days of the receipt of the same, or comes across an emergency where, if no immediate actions are taken, the company s interests shall be incurably impaired, then the shareholders may, for the interest of the company and on their own behalf, directly file suit before a people s court.。
公司法英文版
公司法英文版Company LawChapter 1: General Provisions- Article 1: Purpose- Article 2: Definitions- Article 3: Formation of Companies- Article 4: Legal Personality- Article 5: Limited Liability- Article 6: Company Name- Article 7: Registered Office- Article 8: Scope of ApplicationChapter 2: Incorporation- Article 9: Types of Companies- Article 10: Incorporation Procedures- Article 11: Memorandum and Articles of Association - Article 12: Share Capital- Article 13: Registered Agent- Article 14: Corporate Bylaws- Article 15: Corporate Seal- Article 16: Directors and Officers- Article 17: Shareholders' Meetings- Article 18: Shareholders' Rights and Obligations- Article 19: Share TransfersChapter 3: Management and Control- Article 20: Board of Directors- Article 21: Directors' Duties and Liability- Article 22: Directors' Meetings- Article 23: Appointment and Removal of Directors - Article 24: Executive Officers- Article 25: Company Secretary- Article 26: Auditors- Article 27: Shareholders' Meetings- Article 28: Voting Rights- Article 29: Proxy Voting- Article 30: Annual General Meeting- Article 31: Financial ReportingChapter 4: Capital and Shares- Article 32: Share Capital Increase- Article 33: Share Capital Reduction- Article 34: Share Transfers- Article 35: Shareholders' Rights- Article 36: Shareholders' Meetings- Article 37: Dividends- Article 38: Other Distributions- Article 39: Treasury Shares- Article 40: Share Certificates- Article 41: Shareholders' Agreements- Article 42: Capital ReserveChapter 5: Corporate Governance- Article 43: Board of Directors- Article 44: Independent Directors- Article 45: Committees- Article 46: Board Meetings- Article 47: Remuneration of Directors and Officers - Article 48: Related Party Transactions- Article 49: Corporate Auditors- Article 50: Audit Committees- Article 51: Internal Control Systems- Article 52: Disclosure Requirements Chapter 6: Mergers and Acquisitions- Article 53: Merger by Acquisition- Article 54: Merger by Consolidation- Article 55: Share Exchange- Article 56: Transfer of Undertaking- Article 57: Squeeze-out and Sell-out Rights - Article 58: Disclosure of Information- Article 59: Voluntary Dissolution Chapter 7: Liquidation and Bankruptcy- Article 60: Liquidation- Article 61: Distribution of Assets- Article 62: Bankruptcy Proceedings- Article 63: Liquidation Committee- Article 64: Liquidator and Supervisor- Article 65: Debt Priority- Article 66: RestructuringChapter 8: Miscellaneous Provisions- Article 67: Applicable Law- Article 68: Dispute Resolution- Article 69: Penalties and Liability- Article 70: Transition Provisions- Article 71: Amendments to the Law- Article 72: Effective Date。
商法 英文版 课件company law 3
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Incorporation and Organization of a Joint Stock Limited Company
4.Structures
4.1 Shareholders General Assembly 4.1.2 Regular and temporary meetings (Article 101) 4.2The Board of Directors • The number of members (odd) • Have to set up
Company Law
1
Incorporation and Organization of a Joint Stock Limited Company 1.Incorporation
(1)The number of initiators meets the quorum;(2~200) (2) The capital share subscribed for and raised by the initiators reaches the minimum amount of the statutory capital; (3) The issuance of shares and the preparatory work accord with the provisions of the law;
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Incorporation and Organization of a Joint Stock Limited Company 6. Special Provisions on the Organization of a Listed Company • Listed Company: The company whose shares are listed and traded on a stock exchange. 6.1 Independent directors 6.2 A secretary of the board of directors (Functions )
国际商法课件第五章公司法(英文)
2. The rights of shareholders
2.2 right to information and inspection Right to information :The shareholder has the right to keep himself informed about the financial and operational conditions of the corporations. Right to inspection: The shareholder has a right to inspect corporate records and documents such as shareholder lists, minutes of meetings, financial statements, and even contracts. The inspection must occur at proper times and in the proper places and, most important, must be for proper purposes.
Case Tatko owns about 2% of the shares of Tatko Brothers Slate co. Pursuant to the shareholders’ agreement, if Tatko wishes to sell his shares he is obligated to offer them first to Tatko Brothers co. at “book value”(账面值). The book value is to be determined by resort to the annual balance sheet prepared by the corporation. When Tatko informed the corporation of his interest in selling his shares, he was furnished with the corporation’s latest financial report, which contained a balance sheet listing assets, liabilities and portions of the minutes from a 1973 shareholders’ mபைடு நூலகம்eting. The accountants warned that they had neither audited nor reviewed the financial statements and expressed no opinion on them. The corporation indicated to buy the shares for $ 35,789 and to provide additional records to petitioner, but
公司法(中英)
Order of the President(No. 42 [2005])The Company Law of the People's Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People's Republic of China Hu JintaoOctober 27, 2005Company Law of the People's Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability Company中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。
法律英语之商法部分
法律英语之商法部分会计法 accounting law税法 tax law; taxation law反不正当竞争法 anti-unfair competition law消费者权益保护法consumer’s interest protection law产品责任法 production liability law消费者权益法 consumer rights and interests law公司法 company law; corporate law公司 company; corporation有限责任公司 limited liability company股份有限公司 company limited by shares无限公司 unlimited company股份两合公司 joint stock limited liability partnership 两合公司 joint liability company控股公司 holding company集团公司 group company合资公司 joint venture company联营公司 associated company; affiliated company国营公司 state-own company国有公司 state-owned company民营公司 civilian-run company本国公司 national/domestic company外国公司 foreign company上市公司 listed company母公司 parent company子公司 subsidiary皮包公司 briefcase company; fundless company募集设立 incorporation by stock floatation发起人 floater; initiator公司名称 name of company公司住址 domicile of company出资 contribution; capital subscription现金出资 investment in cash实物出资 investment in kind工业产权出资 investment in industrial property right非专有技术出资 investment in non-patent technology劳务出资 investment in labor高新技术成果出资 investment in hi-tech achievements注册资本 registered capital实缴资本 paid-in capital验资报告 capital verification report会计师事务所 certified public accountants注册会计师 certified public accountant资本三原则 three doctrine of capital资本确定原则 doctrine of capital determination资本维持原则 doctrine of capital maintenance资本不变原则 doctrine of unchanging capital最低资本额制度 minimum capital system公司章程 articles of association; articles of incorporation; bylaw 公司登记 incorporation; corporate registration公司存续 existence of company公司合并分立 merger and split of company公司并购 corporate merger and acquisition公司管理 corporate governance; company management公司法律顾问 corporate counsel公司整顿 company rectification公司歇业 closure of business公司和解 company composition公司解散 company dissolution公司清算 company liquidation公司清理 company winding-up竞业禁止 non-commpete; competition prohibition招股章程 prospectus股本 stock capital股东 shareholder股东大会shareholders’ meeting股东大会决议resolution of shareholders’ meeting股东大会议事规则rule of procedure of shareholders’ meeting表决权 voting right; right to vote董事 director董事长 president/chairman of the board首席执行官 chief executive officer(CEO)首席运营官 chief operation officer(COO)执行董事 executive director常务董事 managing director董事会 board of directors董事会领导下的经理负责制responsibility system of the chief executive officer under the leadership of the board of directors 经理独立负责制 manager independent responsibility system监事 supervisor监事会 board of supervisors股 share; stock普通股 common stock特别股 special stock资格股 qualification stock优先股 preferred stock劣后股 inferior stock表决权股 stock with voting power溢价股 premium stock折价股 converting stock国家股 state-owned share集体股 collective share法人股 corporate share企业股 enterprise share个人股 individual share股息 dividend红股 bonus stock; dividend stock法定公积金 legal accumulation fund资本公积金 capital accumulation fund盈余公积金 surplus accumulation fund任意公积金 optional accumulation fund公司犯罪 corporate crime证券法 securities law证券发行 issuance of securities证券上市 list securities; float an issue 证券交易所 stock exchange证券商 securities dealer证券公司 securities company证券承销商 consortium of underwriters证券承销合同 underwriting contract证券经纪人 securities broker披露制度 disclosing system交割日 closing date风险投资基金 venture capital fund上海证券交易所 Shanghai Stock Exchange 深圳证券交易所 Shenzhen Stock Exchange证券监督委员会 securities supervision committee 票据法 law of negotiable instrument票据 notes; bills; commercial instruments商业票据 bill; commercial instrument远期票据 time bill;; long-dated bill到期票据 matured bill即期票据 sight bill记名票据 bill payable to order; note to order 不记名票据 bearer instrument本票 promissory note支票 cheque汇票 bill of exchange发票日 ticket day出票日 date of draft/issue发票地 place of draft/issue票据到期日 bill to mature票据金额 sum of bill票面价额 face value票据出票人 drawer票据持票人 bill holder票据承兑人 bill acceptor票据行为 act on commercial paper承兑票据 honor a bill票据议付 negotiation拒付票据 protest a bill票据付款人 drawee票据支付人 payer on commercial instrument票据收款人 bill collector票据背书人 endorser/indorser of a bill被背书人 endorsee票据保证人 bill guarantor票据被保证人 bill pledgee/warrantee再追索人 renewed recourser前手 remote holder后手 subsequent endorser票据权利 right of bill票据期限 term of bill; tenor票据债务人 debtor of commercial instrument追索权 right of recourse票据抗辩 exception to bill票据丧失 loss of bill票据时效 prescription of exchanges票据贴现 discount of bill再贴现 rediscount of bill恩惠期间 term of benevolence票据代理 agency for notes/bills/commercial instruments海商法 maritime law船舶国籍证书certificate of registry; certificate of ship’s nationality船棋国 flag country船舶所有权证书 certificate of ship ownership船舶检验 register of ship船舶保险 insurance on hull船舶保险单 hull insurance policy船舶登记证书 certificate of registry船舶丈量 tonnage measurement of ships船舶进港费 groundage船舶抵押 ship mortgage船舶租赁 ship chartering船舶转租 ship subchartering船舶所有人责任限制 limitation of liabilities of ship owners船舶碰撞 ship collision船舶遇难 maritime distress海上灾难 perils of the sea海上拖航 marine towage船舶扣押 detention of ship船舶债权ship’s credit船级社 classification society船级证书 certificate of class海上留置权 maritime lien船舶留置权 maritime lien船舶抵押权 maritime mortgage海上优先请求权 priority claim to seagoing ships救助优先权 priority claim to salvage共同海损优先权 priority claim to general average服务优先权 priority claim to service货物损害优先权 priority claim to cargo damage传播抵押借款和货物抵押借款优先权 priority claim to ship credit and goods credit海运合同 shipping contract提单 bill of lading(B/L)空舱费 dead freight租船费 charterage租船合同 charter-party contract of affreightment期租船合同 time charter-party; time CP航次租船合同 voyage charter-party定期租船合同 time charter-party光船租船合同 bareboat charter-party; bareboat CP包租运输合同 shipping charter-party海上旅客运输合同 contract for carriage of passengers by sea远洋拖带合同 contract of ocean towage港内拖带合同 contract of port towage海难救助合同 salvage contract海事报告master’s protest;; sea protest海事声明书 sea protest海事争议 maritime dispute海事法院 maritime court;; admiralty court海事诉讼程序 maritime proceedings船舶碰撞案件的民事管辖权 civil jurisdiction of sea collision船舶碰撞案件的刑事管辖权 criminal jurisdiction of sea collision 海事争议的审理 hearing/trial of maritime disputes海事诉讼保全措施 measures for maritime attachment海事优先请求权 preferential right top maritime claim海事请求保全申请书 application/petition for maritime attachment 海事诉讼法律文书送达 service of legal instruments in maritime action/proceedings涉外海事诉讼管辖权 jurisdiction of maritime action involving for elements强制变卖被扣押船舶 compulsory realization of the distrained ship 海事仲裁程序规则 rules of maritime arbitration procedure保险法 insurance law自愿保险 voluntary insurance强制保险 compulsory insurance商业保险 commercial insurance财产保险 property insurance人身保险 personal insurance人寿保险 life insurance健康保险 health insurance意外保险 accident insurance社会保险 social insurance养老保险 endowment insurance医疗保险 medical insurance失业保险 unemployment insurance信用保险 credit insurance保证保险 guaranty insurance保险合同 insurance contract保险人 insurer; underwriter被保险人 the insured受益人 benificiary投保人 applicant for insurance;; policy holder 保险单 insurance policy保险标的 insurance object保险费 premium保险期限 time limit of insurance保险利益 insurable interest保险金额 insurance; insurance compensation保险事故 insurance accident保险赔偿 insurance indemnity保险代理人 insurance agent保险经纪人 insurance broker索赔 claim代位索赔 claim by subrogation理赔 settlement of claim代位求偿权 right of subrogation委付 abandonment退保 cancellation/discharging of insurance。
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商法英语：公司法公司corporation company合伙partnership合股公司 joint-stock company特许公司 chartered corporation注册公司 registered corporation法定公司 statutory corporation无限公司 unlimited corporation有限责任公司 limited corporation股份有限公司 limited by shares母公司 parent corporation子公司 subsidiaries上市公司 quoted corporation公司集团 groups保证公司 limited by guarantee慈善公司 charitable corporation控股公司 holding corporation； holding company 公开公司 publicly held corporation闭锁公司 closely held corporation公公司 a pub1ic company私公司 a private company一人公司 one-man company公司治理 corporation governance公司人格 corporation personality契约束 nexus of contract公司法人格否认 Disregard of Corporate Personality 刺破公司面纱 Piercing the Corporate Veil揭开公司面纱，Lifting the veil of the Corporation 普通合伙 general partnership有限合伙 limited partnerships合伙人p artner有限责任 limited liability公司章程 articles of association注册证书 certificate of incorporation articles of incorporation发起人的受托义务 promoter‘s fiduciary obligation认购协议 subscription agreement既成事实公司de facto corporation法律上的公司 de jure corporation公司设立瑕疵 defective incorporation 受托人义务 fiduciary obligation结论性证据 conclusive evidengce股份 share股息 dividends关联第三方 connected third parties出资（投资）invest股东 shareholder小股东 minority shareholder单个股东 individual shareholder消极股东 passive shareholder积极股东 active shareholder刺穿公司面纱 pierce the corporate veil 揭开公司面纱 lifting the company veil 逆向合并 reverse merger收购公司 acquiring company正向合并 forward merger股权收购 share acquisition股权收购 share acquisition收购公司 acquiring company收购目标公司 target company资产收购 asset acquisition公司责任 liability of corporation mechanics of incorporating公司结构（组织）Corporation contructure 董事 director高级职员 Officer股东权 Powers of shareholder选任 elect解任 remove年会（常会）annual meeting兼并 merger解散 dissolution自愿解散 voluntary dissolution法院解散 judicial dissolution清算 liquidation wind up董事会 board of directors累计投票权 cumulative voting right任期 term董事的延期 holdover director董事的解除 removal of director董事会会议 directors‘ meeting公告 notice法定人数 quorum少数 lower number绝对多数 super majority自己表决 present at vote多数 higher numberunanimous written consentobjection by director委员会 committee细则 bylaw董事长 president公司秘书 secretary股东诉讼 shareholders actionbreaking quorum股东的信息获取权 shareholders‘ informational right股东的帐簿与记录检查权 shareholders‘ inspection of books and records公司融资 corporation finance财务报告 financial report损益表 income statement资产负债表 balance sheet年度报告 annual report季度报告 quarterly report掺水股票 watered stocktrust fund theory许可 authorization发起人 promoter营业执照 trade charter票面价值 par value misrepresentation theory优先购买权 pre-emptive right库藏股 treasury shares受托责任 fiduciary dutypublic offerings of securities 有价证券 security权益证券 equity security债务证券 debt security债券 bondfiling of registration statement 普通股 common stock优先股 preferred stock资本 capital授权且己发行资本 authorized and issued Capital授权资本（名义资本）authorized capital、nominal capital己发行资本 issued capital已缴资本 paid--up capital待缴资本 uncalled capital催缴股本 called-up capital保留资本 reserve capital股权资本 equity capital借贷资本 loan capital声明股本 stated capital票面价值 par value，缩写为 PV无票面价值 no par value 缩写NPV法定资本制 legal capital system授权资本制 system authorized Capital转投资 reinvestment资本确定原则 prinzipdes festen grund kapitals资本维持原则 principle of maintenance of capital 资本不变原则 Prinzipder Bestandingkedes Grund kapitals重组 re-classified股票再分割 sub-divide注销 cancel注册资本 the registered capital分配 distribution公司登记官 the Registrar合并股份 consolidate分割股份 divide库存股 treasure stock减资决议 a resolution for reducing share capital 红利股 bonus shares雇员持股制度 an employees‘share system设立报告 incorporators＇report资本不足 inadequate Capitalization最低资本额制度 grundsatz des mindestgrund kapitals 商业登记官 the commercial Register授权资本额 the amount of the authorized capital创立主义 konstruktionsprinzip、Incorporation净资产 net assets、 net worth资本盈余 paid-in surplus缴付盈余 paid-in surplus减资盈余 reduction surplus泡沫法案 The bubble act合股公司法 The joint-stock companiesAct泡沫废止法 The Bubble Act Repeal Act代理理论 Principal-agent Theory契约的集合 nexus of contracts越权行为 ultra vires act特许公司中 chartered corporation优先债权人 senior creditor次位债权 subordinated creditor公司治理 corporate governance股东之公平对待 the equitable treatment of shareholders股东之权利 the rights of shareholders信息揭露及透明性 disclosure and transparency董事会的责任 the responsibilities of the board 股权代理人 proxy监事会 aufsichtsrat ， supervisor board董事与公司间之交易 self-dealing动机不纯之公司行为 corporate action with mixed motives挪用公司或股东财产 the taking of corporate or shareholder property代表诉讼 derivative suit少数股东权 derivative action董事义务与责任 shareholder' right and liability 买回 repurchase交叉持股 cross ownership重整 corporate reorganization股东会 shareholder meeting董事会 board of directors独立董事 Independent Director内部董事 inside director公司经理人officer外部监察人 outside supervisor执行委员会 executive committee监察委员会 audit committee报酬委员会 remuneration committee提名委员会 nominating committee经营判断原则 The Business Judgment Rule关系人交易 conflict of interest股份收买请求权 appraisal right资本不足 under capitalization未遵守公司形式 failure to follow corporate formalities公司财务报表、功能、或人员之重叠 overlap of corporate recordsfunction or personnel资产混淆 commingling of assets股东之支配能力 shareholder domination不实陈述 misrepresentation诈欺 fraud具有支配权之股东 dominant shareholder公司机会 corporate opportunity无表决权股 non-voting share多数表决权股 multiple-voting share表决权信托 voting trust认股选择权制度 stock option新股认购权 warrant章程（组织）大纲英国称为 memorandum of association 和 articles of association，而在美国则被称为articles 和bylaws.公司分割 corporate dvision资本收益 capital gain公司分立 spin-Off、split-Off 及split-Up模范公司法 model business corporation act注意义务 duty of care了解公司业务之义务 duty to become informed询问义务 duty of inquiry了解后为决定之义务 duty of informed judgment监督义务 duty of attention忠诚义务 duty ofloyalty与公司为合理交易之义务 duty of fair dealing公司债 debenture公司债所有者 bondholder编辑建议：这些词语的实用性很强哦，尤其是对于想从事翻译工作的人员！。