法律英语：Company law 公司法
法律英语知识点归纳
法律英语知识点归纳法律英语是指在法律领域中使用的英语语言和术语。
对于从事国际商法、国际仲裁、国际贸易等方面的工作人员来说，掌握法律英语是非常重要的。
本文将详细介绍一些常用的法律英语知识点。
一、法律体系及法律原则1. Common Law（普通法）：源于英国的法律制度，以判例为基础，注重司法判决的先例。
2. Civil Law（民法）：法律体系以法典为基础，强调通过法典和条例规范法律事务。
3. Statute（法令）：由立法机关制定通过的具有法律效力的规定。
4. Case Law（判例法）：法院对特定案件的判决和裁决形成的先例，对类似案件具有法律约束力。
5. Precedent（先例）：判决或裁决后的法律准则，被认为可以指导类似案件的判决。
6. Hierarchy of Laws（法律等级）：指不同法律的优先级别，一般按照宪法、法令、法律、法规、命令、条例等顺序排列。
二、合同法1. Contract（合同）：双方达成的协议，包括权利和义务。
2. Offer（提议）：要约，表明愿意与他人达成协议。
3. Acceptance（接受）：对提议的同意。
4. Consideration（对价）：作为一方履行合同义务的回报。
5. Breach of Contract（违约）：未能按照合同约定履行义务。
6. Force Majeure（不可抗力）：无法预见或控制的事件，免除违约责任。
7. Jurisdiction（管辖权）：法院对案件有管辖权的能力。
8. Damages（赔偿金）：违约方需支付给另一方的经济损失补偿。
9. Termination（终止）：合同约定的条件下，解除合同关系。
三、知识产权法1. Intellectual Property（知识产权）：由创造性思维产生的无形资产。
2. Copyright（版权）：保护个人作品的权益。
3. Patent（专利）：保护新发明的独特性和可产业化的权益。
4. Trademark（商标）：区分商品来源的标志。
company law 美国公司法
PLEASE NOTEThis document, prepared by the Legislative Counsel Office, is an office consolidation of this Act, current to November 1, 2003. It is intended for information and reference purposes only.This document is not the official version of the Act. The Act and the amendments as printed under the authority of the Queen’s Printer for the province should be consulted to determine the authoritative statement of the law.For more information concerning the history of this Act, please see the Table of Public Acts.If you find any errors or omissions in this consolidation, please contact:Legislative Counsel OfficeTel: (902) 368-4291Email: legislation@gov.pe.caCHAPTER C-14COMPANIES ACT1. In this Act Definitions(a) “company” means a company incorporated by letters patent under this Act;company(b) “Director” means the Director of Corporations appointed undersection 2;Director (c) “letters patent” means the letters patent incorporating a companyfor any purpose contemplated by this Act;letters patent (d) “Minister” means the Attorney General; Minister(e) “private company” means a company as to which by special Act, letters patent, or supplementary letters patentprivate company(i) the right to transfer its shares is restricted,(ii) the number of its shareholders, exclusive of persons who arein the employ of the company, is limited to fifty, two or morepersons holding one or more shares jointly being counted as asingle shareholder,(iii) an invitation to the public to subscribe for any shares,debentures or debenture stock of the company is prohibited;(f) “public company” means a company not being a private company;public company(g) “real estate” or “land” includes all immovable real property ofevery kind; real estate or land(h) “shareholder” means every subscriber to, or holder of stock in the company, and extends to and includes the personalrepresentatives of the shareholders;shareholder(i) “supplementary letters patent” means any letters patent granted for the increasing or reducing of the capital stock of a company, or extending the powers of the company to other objects or purposes;supplementaryletters patent(j) “undertaking” means the whole of the works and business of every kind which the company is authorized to carry on. R.S.P.E.I.1974, Cap. C-15, s.1; 1984, c.14, s.1; 1993, c.29, s.4; 1997, c.20,s.3; 2000,c.5,s.3.undertaking1.1 For the purposes of this ActAffiliated, subsidiary and holding bodies corporate (a) one body corporate is affiliated with another body corporate ifone of them is the subsidiary of the other or both are subsidiaries of12 Cap. C-14 Companies Actthe same body corporate or each of them is controlled by the sameperson;(b) if two bodies corporate are affiliated with the same bodycorporate at the same time, they are deemed to be affiliated witheach other;(c) a body corporate is controlled by a person or by two or morebodies corporate if(i) shares of the body corporate to which are attached more thanfifty per cent of the votes that may be cast to elect directors of thebody corporate are held, other than by way of security only, by orfor the benefit of that person or by or for the benefit of thosebodies corporate, and(ii) the votes attached to those shares are sufficient, if exercised,to elect a majority of the directors of the body corporate;(d) a body corporate is the holding body corporate of another if thatother body corporate is its subsidiary;(e) a body corporate is a subsidiary of another body corporate if(i) it is controlled by(A) that other body corporate,(B) that other body corporate and one or more bodiescorporate, each of which is controlled by that other bodycorporate, or(C) two or more bodies corporate, each of which is controlledby that other body corporate, or(ii) it is a subsidiary of a body corporate that is a subsidiary ofthat other body corporate. 2003,c.33,s.1.PART I2. There shall be a Director of Corporations appointed pursuant to the Civil Service Act R.S.P.E.I. 1988, Cap. C-8 who shall carry out suchfunctions as may be conferred on him by this or any other Act. 1984,c.14, s.2.Director ofCorporations 2.1 Where the signature of the Director or the Minister is required on anyletters patent, certificate or other document issued under this Act, thesignature may be printed, stamped or otherwise mechanically reproducedthereon. 1994, c.48, s.6.Signatures 3. The provisions of this Act relating to matters preliminary to the issueof letters patent or supplementary letters patent are directory only, and noletters patent or supplementary letters patent issued under this Act arevoid or voidable on account of any irregularity or insufficiency in respectof any matter preliminary to the issue thereof. 1984, c.14, s.2. Irregularity preliminary to issue of letters patent2Companies Act Cap.C-1434. The Minister may, by letters patent, grant a charter to one or more persons who apply therefor, constituting that person and others who may become shareholders in the company thereby created, a body corporate and politic for any purposes or objects to which the legislative authority of the Legislature extends, except trust companies and insurance companies. 1984, c.14, s.2. Power to grant charter by letters patent5. The Lieutenant Governor in Council may designate the seal of officeto be used by the Minister as the seal under which letters patent may be granted. 1984, c.14, s.2.Seal6. The applicants for letters patent, who must be of full age, shall file in the office of the Director an application setting forth the following particulars: Application, details of(a) the proposed corporate name of the company, the last word of which shall be the word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the abbreviation “Ltd.”, “Ltée.”, “Inc.” or “Corp.”;(b) whether the company is a private company or a public company;(c) the purposes for which its incorporation is sought;(d) the place within the province where the registered office is to be situated;(e) the proposed amount of its capital stock;(f) the number of shares and the amount of each share; and in the case of shares without nominal or par value, the maximum aggregate amount for which such shares may be issued or allotted except where all such shares are stated in the application to be issued or allotted for a consideration other than cash, in which case the total value of such consideration shall be stated;(g) where the shares are to be of more than one class, the special rights, preferences, restrictions, conditions and limitations attaching to each class of shares;(h) the name in full and the address and calling of each of the applicants, with special mention of the names of those who are to be the first or provisional directors of the company;(i) the names and addresses of the beneficial owners of the shares in the company and the proportion of the total number of shares to be subscribed by each beneficial owner. 1984, c.14, s.2.7. (1) The application shall be in the form prescribed by regulations, and may ask to have embodied in the letters patent any provision that could under this Act be contained in a bylaw of the company, which provision so embodied shall not, unless power is given therefor in the letters patent or supplementary letters patent, be subject to repeal or alteration by bylaw. Entrenched provision34 Cap. C-14 Companies Act(2) Any similar provision that is embodied in any supplementaryletters patent shall not, unless power is given therefor in thesupplementary letters patent, be subject to repeal or alteration by bylaw.1984, c.14, s.2.Idem 8. (1) The signatures of the applicants shall be witnessed.Signatures witnessed (2) The application may be executed by the attorneys of the applicantsduly authorized in writing.Execution by attorneys (3) The application shall be accompanied by a statement given by apractising attorney in the province to the effect that, in his opinion, theprovisions of this Act relating to the application have been compliedwith. 1984, c.14, s.2.Attorney's statement 9. (1) Before the letters patent are issued the applicants shall establish tothe satisfaction of the Director the sufficiency of their application and thetruth and sufficiency of the facts therein set forth, and that the proposedname is not the name of any other known corporation or association,incorporated or unincorporated, or of any syndicate or partnership or ofany individual or any name under which any known business is beingcarried on or so nearly resembling the same as to be liable to be confusedtherewith, or otherwise on public grounds objectionable.Matters to be shown before issue of letters patent (2) Proof of any matter that may be necessary to be made under thisAct may be by affidavit sworn before the Director or before any justiceof the peace, notary public or commissioner for taking affidavits. 1984,c.14, s.2.Proof 10. (1) The letters patent shall recite such of the established averments inthe application as seem expedient to the Director.Contents of letters patent (2) The Minister may give to the company a corporate name differentfrom that proposed by the applicants if the proposed name isobjectionable.Corporate name (2.1) If requested to do so by the applicants the Director shall assign tothe corporation as its name a designating number determined by theDirector.Designated number as name (3) In the case of any misnomer, misdescription or clerical error in theletters patent or supplementary letters patent, the Minister may direct thecorrection thereof, and upon so doing shall cause notice of the correctionto be published in the Gazette. 1984, c.14, s.2; 1994, c.48, s.6.Corrections 11. The Minister shall give notice of the granting of letters patent bypublication of a notice in the Gazette in the form prescribed byregulations. 1984, c.14, s.2. Notice of grant of letters patent4Companies Act Cap.C-14512. (1) The Director may, on request and on payment of the prescribed fee, reserve any name which may be desired by an intended company for such time as he may allow. Reservation of corporate name(2) The Director may, on request of any corporation incorporated under the laws of Canada or any province thereof and on payment of the prescribed fee, register the name of that corporation and on registration no other company may be incorporated under this Act by that name. 1984, c.14, s.2. Registration of corporate name13. (1) Any or all of the shares of any company may be issued withoutany nominal or par value, but there must be included in its letters patent,the following statements:Shares, value of(a) the total number of shares that may be issued by the company;(b) the number of shares, if any, which are to have a par value andthe par value of each;(c) the number of shares which are to be without par value; and(d) either one of the following clauses:(i) the capital of the company shall be at least equal to the sum ofthe aggregate par value of all issued shares having par value,plus.....dollars (the blank space being filled in with some numberrepresenting one dollar or more) in respect to every issued sharewithout par value, plus such amounts as, from time to time, bybylaw of the company, may be transferred thereto, or(ii) the capital of the company shall be at least equal to the sum ofthe aggregate par value of all issued shares having par value, plusthe aggregate amount of consideration received by the companyfor the issuance of shares without par value plus such amounts as,from time to time, by bylaw of the company, may be transferredthereto.(2) There may also be included in the letters patent an additional statement that the capital shall not be less than …… dollars (the blank space being filled in with a number); such statements in the letters patent shall be in lieu of any statements prescribed by this Part, as to the amount of its capital stock or the number of shares into which the same shall be divided, or of which it shall consist. Statement of minimum capital(3) Subject to the designation, preferences, privileges and votingpowers or restrictions or qualifications granted or imposed in respect toany class of shares, each share with or without par value shall be equal toevery other share of the same class.Equality of shares(4) A company may issue and may sell its authorized shares without par value Sale of authorized shares by company(a) for such consideration as may be prescribed in the letters patent;56 Cap. C-14 Companies Act(b) for such consideration as is the fair market value of the shares, and in the absence of fraud in the transaction, the judgment of the board of directors as to that value is conclusive; (c) in the absence of fraud in the transaction, for such consideration as may be fixed by the board of directors pursuant to authority conferred in the letters patent; or (d) for such consideration as shall be consented to or approved by the holders of a majority of the shares entitled to vote at a meeting called in the manner prescribed by the bylaws, but the call for the meeting must contain notice of that purpose, and any and all shares issued as permitted by this section shall be deemed fully paid and non-assessable and the holder of the shares is not liable to the company or its creditors in respect thereto. 1984, c.14, s.2. 14. Every company incorporated under this Act may acquire, hold, alienate and convey real estate, sue and be sued, subject to any restrictions or conditions set forth in the letters patent and requisite for the carrying on of the undertaking of such company, have a common seal which may be altered at pleasure by the directors, and shall become and be invested with all rights, real and personal, held by or for the company under any trust created for its incorporation, and with all the powers, privileges and immunities necessary for the carrying on of its undertaking, as if it were incorporated by a special Act of the legislature, embodying all the provisions of this Part and of the letters patent. R.S.P.E.I. 1974, Cap. C-15, s.12. Powers of acompanyincorporated underthis Act15. (1) Every company incorporated under this Act shall have as ancillary and incidental to the purposes or objects set forth in the letters patent or supplementary letters patent the following powers unless such powers or any of them are expressly excluded by the letters patent or supplementary letters patent, namely Idem(a) to carry on any other business, whether manufacturing or otherwise, capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights; (b) to purchase or otherwise acquire and undertake all or any of the assets, business, property, privileges, contracts, rights, obligations and liabilities of any other company or any society, firm or person carrying on any business which the company is authorized to carry on, or possessed of property suitable for the purposes of the company; (c) to apply for, purchase or otherwise acquire any patents, patent rights, copyrights, trademarks, formulae, licenses, concessions and the like conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention which6Companies Act Cap.7C-14may seem capable of being used for any of the purposes of thecompany, or the acquisition of which may seem calculated directlyor indirectly to benefit the company, and to use, exercise, develop orgrant licenses in respect of, or otherwise turn to account, theproperty, rights or information so acquired;(d) to amalgamate or enter into partnership or into any arrangementfor sharing of profits, union of interests, cooperation, jointadventure, reciprocal concession or otherwise, with any othercompany or any society, firm or person, carrying on or engaged in orabout to carry on or engage in any business or transaction which thecompany is authorized to carry on or engage in, or any business ortransaction capable of being conducted so as directly or indirectly tobenefit the company; and to lend money to, guarantee the contractsof, or otherwise assist any such company, society, firm or person,and to take or otherwise acquire shares and securities of any suchcompany, and to sell, hold, or otherwise deal with the same;(e) to take, or otherwise acquire and hold, shares, debentures orother securities of any other company having objects altogether or inpart similar to those of the company, or carrying on any businesscapable of being conducted so as, directly or indirectly, to benefitthe company, and to sell or otherwise deal with the same;(f) to enter into any arrangements with any government or authority,municipal, local or otherwise, that may seem conducive to thecompany's objects, or any of them, and to obtain from any suchgovernment or authority any rights, privileges, and concessionswhich the company may think it desirable to obtain, and to carry out,exercise and comply with any such arrangements, rights, privilegesand concessions;(g) to establish and support or aid in the establishment and supportof associations, institutions, funds, trusts and conveniencescalculated to benefit employees or ex-employees of the company orits predecessors in business, or the dependants or connections ofsuch persons, and to grant pensions and allowances, and to makepayments towards insurance, and to subscribe or guarantee moneyfor charitable or benevolent objects, or for any exhibition or for anypublic, general or useful object;(h) to promote any other company or companies for the purposes ofacquiring or taking over all or any of the property and liabilities ofthe company, or for any other purposes which may seem directly orindirectly calculated to benefit the company;(i) to purchase, take on lease or in exchange, hire, and otherwiseacquire and hold, sell or otherwise deal with any real and personalproperty and any rights or privileges which the company may thinknecessary or convenient for the purposes of its business and in78 Cap.C-14 Companies Actparticular any land, buildings, easements, machinery, plant andstock-in-trade;(j) to construct, improve, maintain, work, manage, carry out orcontrol any roads, ways, branches, or sidings, bridges, reservoirs,watercourses, wharves, manufactories, warehouses, electric works,shops, stores and other works and conveniences which may seemcalculated directly or indirectly to advance the company's interests,and to contribute to, subsidize or otherwise assist or take part in theconstruction, improvement, maintenance, working, management,carrying out or control thereof;(k) to lend money to any other company, or any society, firm orperson, having dealings with the company or with whom thecompany proposes to have dealings or to any other company any ofwhose shares are held by the company;(l) to draw, make, accept, endorse, discount, execute and issuepromissory notes, bills of exchange, bills of lading, warrants andother negotiable or transferable instruments;(m) to sell or dispose of the undertaking of the company or any partthereof as an entirety or substantially as an entirety for suchconsideration as the company may think fit, and in particular forshares, debentures or securities of any other company having objectsaltogether or in part similar to those of the company, if authorized soto do by the vote of the shareholders present or represented byproxy, at a general meeting duly called for considering the matter,and holding not less than two-thirds of the issued capital stockrepresented at such meeting;(n) to apply for, secure, acquire by grant, legislative enactment,assignment transfer, purchase or otherwise, and to exercise, carryout and enjoy any charter, license, power, authority, franchise,concession right or privilege, which any government or authority orany corporation or other public body may be empowered to grant,and to pay for, aid in and contribute towards carrying the same intoeffect, and to appropriate any of the company's shares, debentures,or other securities and assets to defray the necessary costs, chargesand expenses thereof;(o) to procure the company to be registered and recognized in anyforeign country or province of Canada, and to designate personstherein according to the laws of such foreign country or province ofCanada to represent the company and to accept service for and onbehalf of the company of any process or suit;(p) to adopt such means of making known the products of thecompany as may seem expedient, and in particular by advertising inthe press, by circulars, by purchase and exhibition of works of art or8Companies Act Cap.C-149interest, by publication of books and periodicals and by grantingprizes, rewards and donations;(q) to sell, improve, manage, develop, exchange, lease, dispose of,turn to account or otherwise deal with all or any part of the propertyand rights of the company;(r) to issue and allot fully or partly paid shares of the capital stock ofthe company in payment or part payment of any real or personalproperty purchased or otherwise acquired by the company or anyservices rendered to the company provided that a statement of theconsideration therefor be filed with the Director at or before theissue of said shares unless the same already appears in the petitionfor incorporation of the company;(s) to distribute among the shareholders of the company in kind,specie or otherwise as may be resolved, by way of dividend, bonusor in any other manner deemed advisable, any property or assets ofthe company or any proceeds of the sale or disposal of any propertyof the company and in particular any shares, bonds, debentures,debenture stock or other securities of or in any other companybelonging to the company, or of which it may have power todispose; but no such distribution shall effect a reduction of thecapital of the company, unless made in accordance with theprovisions of this Part;(t) to pay out of the funds of the company all or any of the expensesof or incidental to the formation and organization thereof, or whichthe company may consider to be preliminary;(u) to establish agencies and branches;(v) to invest and deal with the moneys of the company notimmediately required in such manner as may be determined;(w) to take or hold mortgages, hypothecs, warrants of attorney,judgments, liens and charges to secure payment of the purchaseprice, or for any unpaid balance of the purchase price of any part ofthe company's property of whatever kind sold by the company, orany money due to the company from purchasers and others and tosell or otherwise dispose of said mortgages, hypothecs, judgments,liens and charges;(x) to carry out all or any of the objects of the company and do all orany of the above things as principal, agent, contractor, or otherwise,and either alone or in conjunction with others;(y) to do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of thecompany.(2) Nothing in this section prevents the inclusion in the letters patent or supplementary letters patent of other powers in addition to or in Additional powers in letters patent910 Cap. C-14 Companies Actmodification of the powers mentioned in subsection (1). R.S.P.E.I. 1974,Cap. C-15, s.13; 1983, c.1, s.6.Change of corporatename16. (1) Any company incorporated under this Part, with the sanction of a special resolution of the company and with the approval of the Minister may change its name, and upon such change being made, the Director shall enter the new name upon the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case. (2) No alteration of name affects any rights or obligations of the company, or renders defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name. R.S.P.E.I. 1974, Cap. C-15, s.14; 1984, c.14, s.3. Affect of alterationon rights andobligations17. The company may, by a resolution passed by a vote of at least two-thirds in value of the total shareholders of the company, at a special general meeting called for the purpose, authorize the directors to apply for supplementary letters patent extending the powers of the company to such other purposes and objects within the purview of this Act, or reducing, limiting, amending or varying such powers or any of the provisions of the letters patent or supplementary letters patent issued to the company as may be defined in the resolution. R.S.P.E.I. 1974, Cap. C-15, s.15. Supplementaryletters patent,application for18. (1) The directors thereupon, and at any time within six months after the passing of the resolution referred to in section 17, may apply to the Minister, through the Director, for the issue of such supplementary letters patent. Petition forsupplementaryletters patent(2) The applicants must satisfy the Director of the passing of the resolution referred to in section 17. Proof of resolution(3) The Minister shall give notice of the granting of supplementary letters patent by publication of a notice in the Gazette in the form prescribed by regulations. R.S.P.E.I. 1974, Cap. C-15, s.16; 1984, c.14, s.4. Notice19. From the date of supplementary letters patent granted by the Minister the provisions of the existing letters patent or supplementary letters patent are amended as set out in the supplementary letters patent. 1984, c.14, s.5.Effect ofsupplementaryletters patent10Companies Act Cap. C-14 1120. All powers given to the company by the letters patent orsupplementary letters patent shall be exercised subject to the provisions and restrictions contained in this Act. R.S.P.E.I. 1974, Cap. C-15, s.19. Powers ofcompanies subject to ActDirectors 21. (1) The affairs of every company shall be managed by a board of oneor more directors.(2) The minimum number of directors of a public company is three.R.S.P.E.I. 1974, Cap. C-15, s.20; 1984, c.14, s.7.Number of directors 22. The persons named as such in the letters patent shall be the directorsof the company until replaced by others duly appointed in their stead.R.S.P.E.I. 1974, Cap. C-15, s.21.First directors 23. Unless the letters patent otherwise provide, a director of a companyis not required to hold shares issued by the company. R.S.P.E.I. 1974,Cap. C-15, s.22; 1984, c.14, s.8; 1985, c.1, s.1. Qualifying share24. Directors of the company shall be elected annually by the shareholders in a general meeting of the company assembled at some place within this province, at such times and in such wise as the letterspatent, or in default thereof, the bylaws of the company may prescribe.R.S.P.E.I. 1974, Cap. C-15, s.23; 1984, c.14, s.9.Elected annually,directors must be25. Unless otherwise provided by the letters patent, or bylaws of the company Procedures redirectors and general meetings subject to letterspatent and bylaws (a) at such election all the members of the board shall retire and if otherwise qualified, are eligible for re-election;(b) notice of the time and place for holding general meetings of thecompany shall be given at least fourteen days previously thereto, insome newspaper in the county where the head office is situated, or ifnone is there published then in the Gazette;(c) at all general meetings of the company, every shareholder isentitled to as many votes as he owns shares in the company, and mayvote by proxy, the holder of such proxy being himself a shareholder;but no shareholder is entitled either in person or by proxy to vote atany meeting of the company, unless he has paid all calls upon allshares held by him; all questions proposed for the consideration ofthe shareholders shall be determined by the majority of votesrepresented at the meeting, the chairman presiding at such meetinghaving the casting vote, in case of any equality of votes;(d) elections of directors shall be by ballot;(e) vacancies occurring in the board of directors may be filled for theunexpired remainder of the term, by the board, from among thequalified shareholders of the company;11。
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;。
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。
公司法英文版
【字体：大中小】TheCompanyLawofthePeople'sRepublicofChina（《公司法》英文版）2006年10月26日来源：国家工商总局外商投资企业注册局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 LiabilitiesChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated 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 economy Article 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 thecompany 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 coversany 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 meeting of 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 intendsto 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 itsconnection 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 intellectual property 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 valueassessment, 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 articlesof 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 theincreased 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 shareholder who 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 ata 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 liability company 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.。
公司法与商法 Part C - Company Law
• 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. • 第十五条 【公司的转投资及其限制】公司可以向其他企 业投资；但是，除法律另有规定外，丌得成为对所投资企 业的债务承担连带责仸的出资人。
• Article 3 A “limited liability company” or “joint stock limited company” is an enterprise legal person. • In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions, and the company shall be liable for its debts to the extent of all its assets. • In the case of a joint stock limited company, its total capital shall be divided into equal shares, shareholders shall assume liability towards the company to the extent of their respective shareholdings, and the company shall be liable for its debts to the extent of all its assets. • 第三条 【公司的界定】公司是企业法人，有独立的法人财产，享有 法人财产权。公司以其全部财产对公司的债务承担责仸。 • 有限责仸公司的股东以其讣缴的出资额为限对公司承担责仸；股 份有限公司的股东以其认购的股份为限对公司承担责任。
法律英语-Company law 公司法
1. A company director owes a fiduciary duty to the company.公司董事应对公司负受托人的责任。
2. A company is regarded by the law as a person：an artificial person.公司被法律认作为“人”：“拟制人”3. An enterprise as a legal person shall conduct operations within the range approved and registered.企业法人应当在核准登记的经营范围内从事经营。
4. He is a director appointed under the articles of the company.他是一名按公司章程任命的董事。
5. Prior to application for registration, the share capital must be stipulated in the Articles and all shares must be subscribed.在申请注册登记前，在公司章程中必须载明股本额，并且所有股份必须认购完毕。
6. The chairman was personally liable for the company’s debts.董事长对公司债务承担个人责任。
7. The company has complied with the court order.公司履行了法院的命令。
8. The company has fulfilled all the terms of the agreement.公司已经履行了全部协议中的条款。
9. The company intends to sue for damages.公司打算提起赔偿之诉。
10. The company is controlled by the majority shareholder.公司受控股股东的控制。
company law 1公司法(双语PPT)
Company Law
§ 1 General Provisions § 2 Incorporation and Organization of a Limited Liability Company § 3 Incorporation and Organization of a Joint Stock Limited Company § 4 Issuance and Transfer of Shares of a Joint Stock Limited Company § 5 Merger and Division of a Company; Increase and Deduction of Registered Capital § 6 Dissolution and Liquidation of a Company
• Boards of Directors： Directors： • Boards of Supervisors： Supervisors： • legal person： person：
October 27, 2005, the People's Republic of China adopted a new Company Law. January 1, 2006 ,Effective date
Case 1
Walkovazky (P) was seriously injured when he was hit by a taxicab owned by Seon Cab Corporation (D). The individual defendant, Carlton (D), is the stockholder of the corporations, including Seon, each of which has two cabs registered in its name and each cab has only minimum liability insurance($10,000) required by law. Basically, each corporation has little additional capital other than the two cabs. Walkovszky(P) brought suit and sought to hold Carlton(D) and the other shareholders personally liable for his injury, alleging that the various corporations were operated as a single entity, unit and enterprise, and that the entire structure was a sham to avoid liability.
Company_Law-中国公司法英文翻译-权威版
【Statute Title】Company Law of the People’s Republic of China (2005 Revision)[现行有效] 【法规标题】中华人民共和国公司法(2005修订) [Effective]Promulgation date:10-27-2005Effective date:01-01-2006Department:Standing Committee of the National People's Congress Subject:Companies 发布日期：2005-10-27生效日期：2006-01-01发布部门：全国人大常委会类别：公司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 Se ssion 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 Commit tee 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 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 Company Section 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 Provisions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。
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 propertyright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。
Company_Law_中国公司法英文翻译
【Statute Title】Company Law of the People’s Republic of China (2005 Revision)[现行有效] 【法规标题】中华人民国公司法(2005修订) [Effective]Promulgation date:10-27-2005Effective date:01-01-2006Department:Standing Committee of the National People's Congress Subject:Companies 发布日期：2005-10-27生效日期：2006-01-01发布部门：全国人大常委会类别：公司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 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 Company Chapter 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中华人民国主席令（第42号）《中华人民国公司法》已由中华人民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《中华人民国公司法》公布，自2006年1月1日起施行。
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》（companylaw）
《公司法》（companylaw）规范公司的组织和行为等的法律。
1993年12月29日，全国人民代表人大常务委员会通过并颁布《中华人民共和国公司法》（以下简称《公司法》），并规定自1994年7月1日起在全国施行。
这是规范我国有限责任公司和股份有限公司的有效法律。
《公司法》是建立社会主义市场经济的一部很重要的法律。
制定《公司法》对于规范社会主义市场经济中公司主体的组织和行为、建立现代企业制度等，都具有重要的作用。
《公司法》的内容包括：总则，有限责任公司的设立和组织机构，股份有限公司的设立和组织机构，股份有限公司的股份发行和转让，公司债券，公司财务、会计、公司合并、分立，公司破产、解散和清算，外国公司的分支机构、法律责任和附则等章节。
关于股票的发行，该法第88条规定，发起人向社会以开募集股份，必须公告招股说明书，并制作认股书。
第140条又规定，公司经批准向社会公开发行新股时，必须公告新股招股说明书和财务会计报表及附属属明细表，并制作认股书。
关于股票的上市，该法第153条规定，股份有限公司申请其股票上市交易，应当报经国务院或者国务院授权证券管理部门批准，依照有关法律、行政法规的规定报送有关文件。
股票上市交易申请经批准后，被批准的上市公司必须公告其股票上市报告，并将其申请文件存放在指定的地点供公众查阅。
关于定期报告，该法第156条规定，上市公司必须按照法律、行政法规的规定，定期公开其财务状况和经营情况，在每会计制度内半年公开一次财务会计报告。
第175条和第176条又分别规定，公司应当在每一会计年度终了时制作财务会计报告，并依法经审查验证。
公司财务会计报告应当在召开股东大会年会的20日以前备于本公司，供股东查阅。
以募集设立方式成立的股份有限公司必须公告其财务会计报告。
关于公司的合并和分立，该法第184条、第185条和第186条分别规定，公司合并、分立或减少注册资本时，应当编制资产负债表及财产清单，并应当自作出合并、分立或减少注册资本决议之日起10天内通知债权人，30天内在报纸上至少公告三次。
公司法(英文版)
新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the18th meeting of the Standing Committee of the Tenth National People's Congress on October27,2005.This Law,as amended, is hereby promulgated and will come into force on January1,2006.)Chapter One:General Provisions.1Chapter Two:Incorporation and Organizational Structure of a Limited Liability Company.6Section One Incorporation.6Section Two Organizational Structure.9Section Three Special Provisions on One-Person Limited Liability Companies.14Section Four Special Provisions on Wholly State-owned Companies.15Chapter Three:Share Transfer of a Limited Liability Company.16Chapter Four:Establishment and Organizational Structure of a Joint Stock Limited Company.18Section One Establishment18Section Two General Meeting of Shareholders.23Section Three Board of Directors and General Manager25Section Four Board of Supervisors.27Chapter Five Issue and Transfer of Shares of Joint Stock Limited Companies.28Section One Issue of Shares.28Section Two Assignment Of Shares.31Chapter Six:Qualifications and Obligations of Directors,Supervisors and Senior Officers.32Chapter Seven:Company Bonds.35Chapter Eight:Financial and Accounting Affairs of Company.36Chapter Nine:Merger and Division of Company,Increase and Decrease of Registered Capital38Chapter Ten:Dissolution and Liquidation of Company.40Chapter Eleven:Branch of Foreign Company.42Chapter Twelve:Legal Liabilities.43Chapter Thirteen:Supplementary Provisions.47Chapter One:General ProvisionsArticle1This Law is enacted in order to standardize the organization and activities of companies,to protect the legitimate rights and interests of companies,shareholders and creditors,to maintain the socio-economic order and to promote the development of the socialist market economy.Article2The term'company'referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legalperson.A company shall be liable for its debts to the extent of all its assets.In the case of a limited liability company,shareholders shall assume liability towards the company to the extent of their respective capital contributions.In the case of a joint stock limited company,shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article4The shareholders of a company shall enjoy such rights as benefiting from assets of the company,making major decisions and selecting managerial personnel in accordance with the law.Article5In conducting its business,a company must abide by laws and administrative rules and regulations,observe social morals and business ethics,conduct businesses in good faith,subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article6A company shall apply to the company registration authority for establishment panies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies;while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws,administrative rules and regulations provide that incorporation of companies must be subject to examination and approval,the procedures of examination and approval shall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority.The company registration authority shall provide such inquiry service.Article7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law.The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company,registered capital,paid-in capital, business scope,the name of the legal representative,etc.In the event of any change to the registration item of the business license,a company shall undergo alteration registration procedures with the company registration authority in accordance with the law,after which a new business license shall be issued to the company.Article8A limited liability company established according with this Law must clearly indicate the words'limited liability company'in its name.A joint stock limited company established according to this Law must clearly indicate the words'joint stock limited company'or‘joint stock company’in its name.Article9If a limited liability company is to be converted into a joint stock limited company,it shall satisfy the requirements for a joint stock limited company stipulated by this Law.If a joint stock limited company is to be converted into a limited liability company,it shall satisfy the requirements for a limited liability company stipulated by this Law.Where a limited liability company is converted into a joint stock limited company or vice versa,the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article10A company's domicile shall be the place where its main administrative organization is located.Article11Articles of association must be formulated in accordance with the law when a company is incorporated.A company's articles of association shall have binding force on the company,its shareholders,directors, supervisors and senior officers.Article12A company's scope of business shall be defined in its articles of association and registered in accordance with the law.A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws,administrative rules and regulations shall be approved in accordance with the law.Article13The legal representative of a company may be represented by the chairman,executive director or manager of a company in compliance with its articles of association and registered in accordance with the law.In the event of any change of the legal representative of a company,such change shall be registered in accordance with the law.Article14A company may establish branches.The company,in establishing its branch(es),shall conduct establishment registration procedures with the company registration authority and obtain the business license(s).The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries,which shall possess the status of enterprise legal persons,and shall independently bear civil liabilities in accordance with the law.Article15A company may invest in other enterprises,however,unless otherwise stipulated by the law,the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article16Investments in other enterprises or provisions of security by a company shall be determined by its board ofdirectors,shareholders meeting or general meeting of shareholders in compliance with its articles of association.Where the limit of the aggregate amount of investment or security extended by a company or,the amount of investment or security extended in each case is set out in the articles of association,the actual amount of investment or security shall not exceed such limit.Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph.The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article17Companies must protect the lawful rights and interests of their staff and workers,sign labor contracts with them and cover them with social insurances in accordance with the law,and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article18Company's staff and workers shall,in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protect the lawful rights and interests of the staff and workers.The company shall provide its trade union with conditions necessary for carrying out its activities.The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration,work hours,welfare,insurance,labor security,etc.in accordance with the law.Companies shall,through the congress of the workers and staff members or other forms,practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company,or formulating important rules and regulations and shall,through the congress of the workers and staff members or other forms,seek advice and suggestions from its staff and workers.Article19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of panies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company,shall not abuse their shareholders’rights to injure the interests of the company or other shareholders,or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’screditors.Where the abuse of shareholders’rights causes any loss to the company or other shareholders,such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors,such shareholders shall bear joint and several liability for the debts of the company.Article21The controlling shareholders,actual controllers,directors,supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and,where any losses are incurred in violation hereof,shall be liable for compensation.Article22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting,the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting,general meeting of shareholders or board of directors of a company or the voting method violates laws,administrative rules and regulations or the articles of association of the company,or the resolution thereof contravenes the articles of association of the company,shareholders may,within sixty(60)days of the resolution,apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph,a people’s court may,at the company’s request,order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors,the company shall,after the people’s court declares such resolution null and void or revokes the same,shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two:Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1)The number of shareholders conforms to the statutory quorum;(2)The capital contributions of the shareholders reach the statutory minimum amount of capital;(3)The shareholders have jointly formulated the articles of association of the company;(4)The company has a name and an organizational structure established in compliance with the requirements for a limited liability company;and(5)The company has a domicile.Article24A limited liability company shall be incorporated by not more than fifty(50)shareholders.Article25The articles of association of a limited liability company shall specify the following particulars:(1)the name and domicile of the company;(2)the scope of business of the company;(3)the registered capital of the company;(4)the names or titles of the shareholders;(5)the method,amount and time of capital contributions by the shareholders;(6)the organization of the company,its method of creation,functions and powers and therules of procedure;(7)the legal representative of the company;(8)other items which the shareholders deem necessary to be specified.Shareholders shall sign and execute the article of association of the company.Article26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority.The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent(20%)of the registered capital or the minimum amount prescribed by the law,the remaining of which shall be fully paid up within two years of the establishment of the company.In the case of an investment company,the remaining amount of the registered capital may be paid up within five years of the establishment of the company.The minimum amount of the registered capital of a limited liability company shall be RMB30,000.Where laws and administrative regulations provide for more than the minimum amount,such provisions shall apply.Article27Except for assets forbidden to be used as contribution by laws and administrative regulations,a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects,intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification,and shall not be overvalued or undervalued.Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property,such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent(30%)of the amount of the registered capital of the limited liability company.Article28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company.Where a shareholder makes its capital contribution in currency,it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established.Where a shareholder makes its capital contribution in the form of non-currency property,the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall,they shall,in addition to making the contributions in full,be liable for breach of contract towards the shareholders who have made full capital contributions.Article29After all shareholders have made their capital contributions in full,such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution,application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration,the articles of association and the capital verification certificate.Article31Where,after the incorporation of a limited liability company,it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference.Those who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article32After a limited liability company has been incorporated,it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1)the name of the company;(2)the registration date of the company;(3)the registered capital of the company;(4)the name or title of the shareholder,the amount and date of its capital contribution;(5)the serial number of the capital contribution certificate and the date of its verification and issuance.A capital contribution certificate shall bear the seal of the company on it.Article33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1)the names or titles and domiciles of the shareholders;(2)the amounts of capital contributions of the shareholders;and(3)the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and,in the event of any change thereof,apply foralteration registration.Unless duly registered,the above-mentioned items and any changes thereof shall not be a defense against a third party.Article34A shareholder shall have the right to view the articles of association,the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company.For this purpose,they shall submit a written request and state reasons.Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company,the company may refuse such request and shall,within fifteen(15)days of such request,reply in written form and state reasons.Given such,shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article35Unless otherwise agreed upon by all shareholders,shareholders shall draw dividends in proportion to their actual capital contributions and,where a company increases capital,shall have priority in subscription for new shares in proportion to their actual contributions.Article36Once a company is registered,its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle37The shareholders meeting of a limited liability company shall be composed of all the shareholders.The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article38The shareholders meeting shall exercise the following functions and powers:(1)to decide on the business policy and investment plan of the company;(2)to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers,and to decide on matters concerning the remuneration of directors and supervisors;(3)to examine and approve reports of the board of directors;(4)to examine and approve reports of the supervisory board or supervisors;(5)to examine and approve the annual financial budget plan and final accounts plan of the company;(6)to examine and approve plans for profit distribution of the company and plans for making up losses;(7)to adopt resolutions on the increase or reduction of the registered capital of the company;(8)to adopt resolutions on the issuance of company bonds;(9)to adopt resolutions on matters such as the merger,division,transformation,dissolution and liquidation of the company;(10)to amend the articles of association of the company;(11)to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders,the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.Article39The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article40Shareholders meetings shall be divided into regular meetings and interim meetings.Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company.Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors,or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article41Where a limited liability company has a board of directors,its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board.Where the chairman of the board is unable to or does not perform his function,the meeting shall be presided over by a vice-chairman.Where the vice-chairman is unable to or does not perform his function,the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors,the shareholders meetings shall be convened and presided over by the executive director.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.Article42All 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.Article43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions,unless otherwise stipulated by the articles of association.Article44Except as provided for in this Law,the rules of deliberation and voting procedures of the shareholders meetingshall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction 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.Article45Except as otherwise provided for in Article51of 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.Article46The 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 the board 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.Article47The 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;(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,appointing 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.Article48A 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。
Companies Law of PRC-公司法法条英文版
Companies Law of the People’s Republic of China(Adopted at the 5th Meeting 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 Revision of the Company Law of the People's Republic of China made at the 13th Meeting 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 Revision of the Company Law of the People's Republic of China made at the 11th Meeting of the Standing Committee of the Tenth National People's Congress on August 28, 2004; and revised at the 18th Meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005)Order of the President of the People’s Republic of China No. 42The Companies Law of the People’s Republic of China has been revised and adopted at the 18th Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005, and its revised version is hereby promulgated and shall go into effect as of January 1, 2006.Hu Jintao President of the People’s Republic of China October 27, 2005ContentsChapter I General ProvisionsChapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1IncorporationSection 2Organizational StructureSection 3Special Provisions on One-person Companies with Limited LiabilitySection 4Special Provisions on Wholly Stated-owned CompaniesChapter III Equity Transfer of Companies with Limited LiabilityChapter IV Incorporation and Organizational Structure of a Company Limited by SharesSection 1IncorporationSection 2Shareholders General AssemblySection 3Board of Directors, and the ManagerSection 4Board of SupervisorsSection 5Special Provisions on Organizational Structure of Listed CompaniesChapter V Issue and Transfer of Shares of Companies Limited by SharesSection 1Issue of SharesSection 2Transfer of SharesChapter VI Qualifications and Obligations of Directors, Supervisors and Senior Managers of Companies Chapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of CompaniesChapter IX Merger and Division of Companies, Increase and Reduction of CapitalChapter X Dissolution and Liquidation of CompaniesChapter XI Branches of Foreign CompaniesChapter XII Legal ResponsibilityChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1This Law is enacted in order to standardize the organization and behavior of companies, to protectthe legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2For the purposes of this Law, the term company refers to a company with limited liability or a company limited by shares incorporated within the territory of the People’s Republic of China in accordance with this Law.Article 3 A company is an enterprise legal person, which has independent property of a legal person and enjoys the property rights of a legal person. The company shall be liable for its debts to the extent of its entire property.Shareholders of a company with limited liability shall assume liability towards the company to the extent of the capital contributions subscribed respectively by them; and the shareholders of a company limited by shares shall assume liability towards the company to the extent of the shares subscribed respectively by them.Article 4The shareholders of a company shall, in accordance with law, enjoy such rights as benefiting from the assets of the company, participation in making major decisions and selection of managerial personnel.Article 5In its operational activities, a company shall abide by laws and administrative regulations, observe social morals and commercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.The legitimate rights and interests of companies shall be protected by law, and shall be inviolable.Article 6Where an entity intends to incorporate a company, it shall, in accordance with law, apply to a company registration authority for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the company registration authority shall have the company registered as a company with limited liability or a company limited by shares; and where the said conditions are not met, the company shall not be registered as one with limited liability or as one limited by shares.Where laws or administrative regulations provide that approval is required for incorporation of a company, the procedures of approval shall be completed according to law prior to registration of the company.The public may apply to the company registration authority for inquiry about the items registered by a company, and the authority shall provide services for such inquiry.Article 7The company registration authority shall issue a business license to a company incorporated according to law. The date on which the business license is issued shall be the date on which a company is incorporated.In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received capital, scope of business and name of the legal representative of the company.Where the items stated in the business license of a company are altered, the company shall have the alterations registered according to law, and the company registration authority shall renew its business license.Article 8 A company with limited liability incorporated according to this Law shall have the words “company with limited liability”or “limited company”indicated in its name.A company limited by shares incorporated according to this Law shall have the words “company limited by shares”or “company by shares”indicated in its name.Article 9Where a company with limited liability is to be changed into a company limited by shares, it shall meet the conditions of a company limited by shares provided for by this Law. Where a company limited by shares is to be changed into a company with limited liability, it shall meet the conditions of a company with limited liability provided for by this Law.Where a company with limited liability is changed into a company limited by shares, or a company limited by shares is changed into a company with limited liability, the rights of credit and the debts of the company prior to the change shall be inherited by the company after the change.Article 10The domicile of a company shall be the place where its main administrative organization is located.Article 11Articles of association shall be formulated according to law when a company is incorporated. The articles of association of a company shall have binding force on the company, its shareholders, directors, supervisors and senior managers.Article 12The business scope of a company shall be defined in the company’s articles of association, and shall be registered according to law. A company may revise its articles of association and alter its scope of business, but shall have such revision and alteration registered.The items within the scope of business of a company that are subject to approval as provided for by laws and administrative regulations shall be submitted for approval according to law.Article 13The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to law. Where the legal representative of a company is replaced, the company shall have such replacement registered.Article 14 A company may establish branches. Where a company intends to establish a branch, it shall apply for registration to the company registration authority, in order to obtain a business license for the branch. However, such a branch shall not possess the status of a legal person, and its civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of legal persons, and shall independently bear civil liabilities according to law.Article 15 A company may invest in other enterprises; however, it shall not become the investor that assumes joint and several liability for the debts of the enterprises in which it invests, except where otherwise provided for by law.Article 16Where a company intends to invest in another enterprise or provide guarantee for another entity, the matter shall, in accordance with the provisions of the company’s articles of association, be subject to a resolution adopted by the board of directors or the shareholders assembly or the shareholders general assembly; and where norms for the gross amount of investments or guarantees and for the amount of a single investment or guarantee are specified in the company’s articles of association, such norms shall not be exceeded.Where a company intends to provide a guarantee for its shareholder or its actual controller, the matter shall be subject to a resolution adopted by its shareholders assembly or shareholders general assembly.The shareholder specified in the preceding paragraph or the shareholder dominated by the actual controller specified in the preceding paragraph shall not participate in the vote on the matter specified in the preceding paragraph. The resolution on such matter shall be adopted if it is voted for by other shareholders present at the meeting who hold more than half of the voting rights.Article 17Companies shall protect the lawful rights and interests of their staff and workers, sign labor contracts with them according to law, participate in social insurance, and improve occupational protection so as to achieve safety in production.Companies shall, in various forms, improve vocational education and on-the-job training among their staff and workers so as to enhance their quality.Article 18The staff and workers of a company shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide the trade union of the company with the conditions necessary for carrying out its activities. The trade union of a company shall represent the staff and workers to sign with the company collective contracts on such items as the payment for work done, working hours, welfare and insurance benefits as well as occupational safety and health of the staff and workers according to law.Companies shall, through the conference of the representatives of the staff and workers or other forms, carry out democratic management in accordance with the provisions of the Constitution and relevant laws.When a company discusses to make decisions on structural reform or on major issues in business operation, or formulate important rules and regulations, it shall listen to the opinions of the trade union, and shall listen to the opinions and proposals of the staff and workers through the conference of the representatives of staff and workers or other forms.Article 19In companies, Communist Party organizations shall, in accordance with the provisions of the Constitution of the Communist Party of China, be set up to carry out activities of the Party. Companies shall provide the necessary conditions for the Party organizations to carry out their activities.Article 20The shareholder of a company shall observe laws, administrative regulations and the company’s articles of association, exercise the rights of a shareholder according to law, and shall not abuse his rights to damage the interests of the company or other shareholders; and he shall not abuse the independent status of the company as a legal person or the limited liability of shareholders to damage the interests of the creditors of the company.Where the shareholder of a company abuses the rights of shareholders and thus causes losses to the company or other shareholders, he shall be liable for compensation according to law.Where the shareholder of a company abuses the independent status of the company as a legal person or the limited liability of shareholders, evades debts and thus seriously damages the interests of the creditors of the company, he shall assume joint and several liability for the debts of the company.Article 21Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a company shall not take advantage of their affiliated relations to damage the interests of the company.A person who, in violation of the provisions of the preceding paragraph, causes losses to a company shall be liable for compensation.Article 22The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of a company, which in content violates laws or administrative regulations, shall be invalid.Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of directors, or the voting formulas are against laws, administrative regulations or the articles of association of a company, or the content of the resolution adopted is against the company’s articles of association, the shareholders may, within 60 days from the date the resolution is adopted, request the people’s court to rescind the resolution.Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may, upon request of the company, demand the shareholders to provide appropriate guarantee.Where a company has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the company shall apply for cancellation of the registration for such alteration.Chapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1IncorporationArticle 23The following conditions shall be met for the incorporation of a company with limited liability:(1) The number of shareholders conforms to the statutory number;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association;(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with limited liability; and(5) The company has its own domicile.Article 24 A company with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25The articles of association of a company with limited liability shall specify the following items:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders;(6) the bodies of the company, and the measures for their establishment, their functions and powers, as well as the rules of procedure;(7) the legal representative of the company; and(8) other items which the shareholders assembly deems necessary to be specified.The shareholders shall sign their names on and affix their seals to the company’s articles of association.Article 26The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder in full within five years.The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.Article 27 A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law, except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.Where laws or administrative regulations provide otherwise, those provisions shall prevail.The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered capital of a company with limited liability.Article 28 A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance with the provisions of the articles of association of a company. Where a shareholder makes capital contributions in currency, he shall deposit the full amount of such capital contributions in currency in the bank account opened by the company with limited liability; and where a shareholder makes capital contributions with non-corrency property, he shall, according to law, go through the formalities for the transfer of his property rights.Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying to the company of his portion of the capital contributions in full, he shall be liable for breach of contract towards the shareholders who have, on schedule and in full, made their capital contributions.Article 29After the shareholders have made their capital contributions, such capital contributions shall be subject to capital verification by a capital verification authority set up according to law, which shall issue capital verification certificates.Article 30After the initial capital contributions made by shareholders have been verified by a capital verification authority set up according to law, a representative designated by all the shareholders or a proxy jointlyentrusted by them shall submit to the company registration authority such documents as a written application for registration of the company, the company’s articles of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.Article 31Where after the incorporation of a company with limited liability, it is discovered that the actual amount of the value of the non-currency property used as capital contributions for the incorporation of the company is obviously less than the amount of the value prescribed in the company’s articles of association, the shareholders that made such contributions shall make up the difference; and the others who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article 32After a company with limited liability is incorporated, it shall issue investment certificates to its shareholders.In an investment certificate the following items shall be specified:(1) the name of the company;(2) the date on which the company is incorporated;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of capital contributions; and(5) the serial number of the investment certificate and the date of its verification and issue.An investment certificate shall bear the seal of the company.Article 33 A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:(1) the names or titles and domiciles of the shareholders;(2) the amounts of the capital contributions made by the shareholders; and(3) the serial numbers of their investment certificates.The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the said roster.The company shall register with a company registration authority the names or titles of its shareholders and the amount of their capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration or without registration for alteration, the company shall not act against the third party.Article 34 A shareholder shall have the right to consult and duplicate the company’s articles of association, the minutes of the meeting of the shareholders assembly, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports of the company.A shareholder may request to consult the accounting books of the company. To do that, the shareholder shall submit a written request to the company and explain his purposes. Where the company deems, on reasonable grounds, that it is for illegitimate purposes that the shareholder requests to consult its accounting books, which may damage the lawful interests of the company, the company may refuse to provide its accounting books for the shareholder to consult, and shall, within 15 days from the date the shareholder submits the written request, give a written reply to the shareholder and state its reasons. Where the company refuses to provide its accounting books, the shareholder may request the people’s court to demand the company to provide such books.Article 35Shareholders shall draw dividends in proportion to the capital contributions they made; and when a company increases its capital, its shareholders shall have the right of first refusal to make their subscriptions in proportion to the capital contributions they made, except where all the shareholders have agreed to draw the dividends not in proportion to their capital contributions or to do without the right of first refusal in proportion to their capital contributions when making subscriptions.Article 36Once a company is incorporated, its shareholders shall not secretly withdraw their capitalcontributions.Section 2Organizational StructureArticle 37The shareholders assembly of a company with limited liability shall be composed of all of its shareholders. The shareholders assembly is the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders assembly shall exercise the following functions and powers:(1) to decide on the operational policy and investment plan of the company;(2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on matters concerning the remuneration of the directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the board of supervisors or the supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve the company’s plans for profit distribution and for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issue of corporate bonds;(9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company;(10) to amend the articles of association of the company; and(11) other functions and powers provided for in the company’s articles of association.Where the shareholders express, in writing, their unanimous agreement on the matters specified in the preceding paragraph, they may directly make a decision without convening a meeting of the shareholders assembly, and all the shareholders shall sign their names on and affix their seals to the documents of the decision.Article 39The first meeting of the shareholders assembly of a company shall be convened and presided over by the shareholder who has made the greatest capital contributions to the company, and he shall exercise the functions and powers in accordance with the provisions of this Law.Article 40The meetings of the shareholders assembly shall be divided into regular meetings and interim meetings.Regular meetings shall be convened on schedule as specified by the provisions of the company’s articles of association. An interim meeting shall be convened when it is proposed by shareholders representing one-tenth or more of the voting rights, by one-third or more of the directors, by the board of supervisors, or by the supervisors of a company without a board of supervisors.Article 41Where a board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board cannot perform such function or fails to do so, the meeting shall be presided over by the vice-chairman of the board; and where the vice-chairman cannot perform the function or fails to do so, the meeting shall be presided over by a director jointly elected by half and more of the directors.Where no board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened and presided over by the executive director.Where a board of directors or the executive director cannot perform or fails to perform the duty of convening a meeting the shareholders assembly, such a meeting shall be convened and presided over by a board of supervisors or the supervisor of a company where no board of supervisors is set up; and where the board of supervisors or the supervisor fails to convene and preside over the meeting, the shareholder representing one-tenth or more of the voting rights may convene and preside over such a meeting on his own.Article 42All the shareholders shall be notified 15 days prior to the convening of a meeting of the shareholders assembly, except where otherwise provided for by the company’s articles of association or agreedupon by all of the shareholders.The shareholders assembly shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the shareholders present at the meeting shall sign the minutes.Article 43Shareholders shall exercise their voting rights at a meeting of the shareholders assembly in proportion to their respective capital contributions, except where otherwise provided for by the company’s articles of association.Article 44The modes of meeting and voting procedures of the shareholders assembly shall, in addition to what is provided for in this Law, be stipulated by the company’s articles of association.Resolutions made at a meeting of the shareholders assembly on amendment to the company’s articles of association, the increase or reduction of the registered capital, or on the merger, division, dissolution or transformation of the company shall be subject to adoption by the shareholders representing two-thirds or more of the voting rights.Article 45 A company with limited liability shall set up a board of directors, which shall be composed of 3 to 13 members, except where otherwise provided for by Article 51 of this Law.The members of the board of directors of a company with limited liability that is incorporated with the investment of two or more State-owned enterprises or two or more State-owned investment entities shall include representatives of the staff and workers of the company; and the members of the board of directors of other companies with limited liability may include representatives of the staff and workers of the companies. The representatives of the staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the conference of the representatives of the staff and workers, the general meeting of the staff and workers, or through other forms.A board of directors shall have a chairman and may have a vice-chairman. The measures for the election of the chairman and vice-chairman of the board shall be stipulated by the company’s articles of association.Article 46The term of office of a director shall be stipulated by the company’s articles of association, but each term of office shall not exceed three years. A director may, if reelected upon expiration of his term of office, serve consecutive terms.Where no election is conducted in time before the expiration of the term of office of a director, or the number of the directors is less than the statutory number due to the resignation of a director within his term of office, the existing director shall, before the director-elect takes office, continue to perform his duty as a director in accordance with the provisions of laws, administrative regulations or the company’s articles of association.Article 47The board of directors shall be accountable to the shareholders assembly and exercise the following functions and powers:(1) to convene the meeting of the shareholders assembly, and to report on its work to the board;(2) to implement the resolutions adopted by the shareholders assembly;(3) to decide on the operational plans and investment plans of the company;(4) to draw up the annual financial budget plan and final accounts plan of the company;(5) to draw up plans for profit distribution and plans for making up losses of the company;(6) to draw up plans for the increase or reduction of the registered capital and the issue of corporate bonds of the company;(7) to draw up plans for the merger, division, dissolution and transformation of the company;(8) to decide on the establishment of the internal administrative bodies of the company;(9) to decide on the appointment or dismissal of the manager of the company and the matters concerning his remuneration, and upon recommendation of the manager, decide on the appointment or dismissal of the deputy manager(s) and persons in charge of the financial affairs of the company, and on the matters concerning their。
印尼公司法英文版company law -no-40-2007-english-version
7.Issuer means a Public Company or a Company which exercise a public offering to shares, in accordance with the provisions and legislations in the field of capital market.
10.Consolidation means a legal action taken by two or more Companies to consolidate themselves by establishing a new Company, which by operation of law obtains the assets and liabilities from the consolidating Companies, and the legal entity status of the consolidating Companies ceases by operation of law.
1.Limited Liability Company, hereinafter referred to as the Company, means a legal entity constitutes a capital alliance, established based on an agreement, in order to conduct business activities with the Company’s Authorized Capital divided into shares and which satisfies the requirements as stipulated in this Law, and it implementation regulations.
英国公司法
英国公司法（Company Law）第十章有限责任公司股份的法律性质和特征--------------------------------------------------------------------------------作者：明月孤岑文章来源：竹月斋发表于2006年10月21日CompanyLaw：FundamentalPrinciples,（2nded.）StephenGriffinLLB,PITMANPublishing,1996THE LEGAL NATURE AND CHARACTERISTICS OF HOLDING SHARES IN A LIMITED COMPANY本章的目的是探讨不同种类的有限公司股份的法律特征，以及法院和国务大臣对股份所有权所施加的限制。
股票代表股东在公司的权益，这种权益以一定数量的金钱来衡量。
它首先包括义务，其次包括权利，但是也包括所有股东缔结的一系列双向契约。
股票的名义价值或票面价值（thenominal value）是指股东从公司购买股票所支付的最低价。
如果公司以高于票面价值的价格卖出股票，则实际价格和票面价格的差额被称为“股票溢价”（share premium），并应记载于股票溢价帐户上。
公司成员，正如我们在前面经常看到的，与股东不是一个相同的概念。
在以下几种情况下，一个人可以成为公司的成员：1、公司成立时，在公司的备忘录上签署；2、向公司成功地申请购买股票；3、向公司现有的股东购买股票；4、因公司成员的死亡或破产而继受股票。
尽管在大多数情况下，“成员”和“股东”是可以相互转换的两个名称，但有时，公司成员不是股东，而股东也可以不是成员。
例如，保证有限责任公司有成员，但没有股东。
CA1985规定，公司应当对其成员的名称、地址以及其持股程度做记录。
如果成员记录中的一些重要细节有错误时，法律规定可以修改。
股票的发行（issue）或配售（allot）通常是公司董事会决议的结果，而董事会必须有发行股票的权力。
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The legal adviser7 recommended applying for an injunction against the directors of the company.
公司法律顾问建议申请针对公司董事会的强制令。
The major methods used to reconstitute the company are acquisition of companies and merging8.
他是一名按公司章程任命的董事。
Prior to application for registration4, the share capital must be stipulated5 in the Articles and all shares must be subscribed6.
在申请注册登记前，在公司章程中必须载明股本额，并且所有股份必须认购完毕。
10 joint
adj.联合的，共同的；n.关节，接合处；v.连接，贴合
参考例句：
I had a bad fall,which put my shoulder out of joint.我重重地摔了一跤，肩膀脫臼了。
We wrote a letter in joint names.我们联名写了封信。
A bankrupt company is not solvent.一个破产的公司是没有偿还债务的能力的。
3 fiduciary
adj.受托的，信托的
参考例句：
A company director owes a fiduciary duty to the company.公司董事应对公司负责受托人责任。
合资企业各方应按其出资额在注册资本中的比例分享利润及亏损。
The resolution was invalid11 because the shareholder's meeting was not quorate.
因股东大会不够法定人数，故该决议无效。
The right to vote at shareholder's meetings for the election of directors shall be observed.
The chairman was personally liable for the company's debts.
董事长对公司债务承担个人责任。
The domicile of a legal person or other organization is at the place of its principal business establishment.
6 subscribed
v.捐助( subscribe的过去式和过去分词)；签署，题词；订阅；同意
参考例句：
It is not a theory that is commonly subscribed to.一般人并不赞成这个理论。来自《简明英汉词典》
I subscribed my name to the document.我在文件上签了字。来自《简明英汉词典》
9 equity
n.公正，公平，（无固定利息的）股票
参考例句：
They shared the work of the house with equity.他们公平地分担家务。
To capture his equity,Murphy must either sell or refinance.要获得资产净值，墨菲必须出售或者重新融资。
应该遵守股东大会上投票选举董事的表决权。
The two companies have merged12.
两个公司已经兼并。
词汇表：
1 shareholder
n.股东，股epartment have prepare a financial statement for the shareholder.财务部为股东准备了一份财务报表。
公司打算提起赔偿之诉。
The company is controlled by the majority shareholder1.
公司受控股股东的控制。
The company is presumed to be still solvent2.
公司被推定有偿还能力。
The company is resisting the takeover bid.
5 stipulated
vt.& vi.规定；约定adj.[法]合同规定的
参考例句：
A delivery date is stipulated in the contract.合同中规定了交货日期。
Yes, I think that's what we stipulated.对呀，我想那是我们所订定的。来自辞典例句
The company has complied with the court order.
公司履行了法院的命令。
The company has fulfilled all the terms of the agreement.
公司已经履行了全部协议中的条款。
The company intends to sue for damages.
公司被法律认作为“人”：“拟制人”
An enterprise as a legal person shall conduct operations within the range approved and registered.
企业法人应当在核准登记的经营范围内从事经营。
He is a director appointed under the articles of the company.
He was acting in a fiduciary capacity.他以受托人身份行为。
4 registration
n.登记，注册，挂号
参考例句：
Marriage without registration is not recognized by law.法律不承认未登记的婚姻。
What's your registration number?你挂的是几号？
A shareholder may transfer his shares in accordance with the law.股东持有的股份可以依法转让。
2 solvent
n.溶剂；adj.有偿付能力的
参考例句：
Gasoline is a solvent liquid which removes grease spots.汽油是一种能去掉油污的有溶解力的液体。
参考例句：
Turf wars are inevitable when two departments are merged.两个部门合并时总免不了争争权限。
The small shops were merged into a large market.那些小商店合并成为一个大商场。
更多英语学习方法：企业英语培训/
合并（分类）
参考例句：
Many companies continued to grow by merging with or buying competing firms.许多公司通过合并或收买竞争对手的公司而不断扩大。来自英汉非文学-政府文件
To sequence by repeated splitting and merging.用反复分开和合并的方法进行的排序。
7 adviser
n.劝告者，顾问
参考例句：
They employed me as an adviser.他们聘请我当顾问。
Our department has engaged a foreign teacher as phonetic adviser.我们系已经聘请了一位外籍老师作为语音顾问。
8 merging
11 invalid
n.病人，伤残人；adj.有病的，伤残的；无效的
参考例句：
He will visit an invalid.他将要去看望一个病人。
A passport that is out of date is invalid.护照过期是无效的。
12 merged
（使）混合( merge的过去式和过去分词)；相融；融入；渐渐消失在某物中
公司重组的方式有公司收购和公司兼并。
The profits and losses of the equity9 joint10 venture shall be shared by the parties in proportion to their contributions of the registered capital.
公司正在抵制以接管为目的的高价征购股份。
The company's action was completely legal.
公司的行为完全合法。
A company director owes a fiduciary3 duty to the company.
公司董事应对公司负受托人的责任。
A company is regarded by the law as a person: an artificial person.