公司法英文对照(1)完整篇.doc
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 La w 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 compa ny 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 explanatio n. 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 d irectors, 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 o f the directors according to laws, administrative regulations as well as the articles of association.。
公司法英文版(1)_10完整篇.doc
公司法英文版（1）-; Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.; Article 42; All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.; The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.; Article 43; Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.; Article 44; Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.; Resolutions of the shareholders meeting on the increase orreduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.; Article 45; Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms.A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.; Article 46; The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years.A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director s term, or the number of the directors on theboard is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.; Article 47; The board of directors is accountable to the shareholders meeting and shall exercise the following powers:; (1) being responsible for convening shareholders meetings and presenting reports thereto;; (2) implementing resolutions adopted by the shareholders meeting;; (3) determining the company’s operational plans and investment programs;; (4) preparing annual financial budget plans and final accounting plans of the company;; (5) preparing profit distribution plans and plans to cover company losses;; (6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;公司法英文版（1）-; (7) drafting plans for merger, division, change of corporate form or dissolution of the company;; (8) determining the structure of the company’s internal management;; (9) appointing or removing the general manager of the company, appo inting or removing, upon the general manager’s recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;; (10) formulating the basic management scheme of the company;; (11) exercising other powers stipulated by the articles of association.; Article 48; A meeting of the board of directors shall be convened and presided over by the chairman. Where the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by the vice-chairman. Where the vice-chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a director jointly nominated by more than half of the directors.; Article 49; Except as otherwise provided for in this Law, the rules ofdeliberation and voting procedures at the meeting of board of directors shall be stipulated by the articles of association of the company.; The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the directors present at the meeting.; In the voting process, one director shall represent one vote.; Article 50; A limited liability company shall have a general manager, to be appointed or removed by the board of directors. The general manager is accountable to the board and shall exercise the following powers:; (1) management of the company’s production and operation, and organizing the implementation of board resolutions;; (2) organizing the implementation of annual operating plans and investment programs of the company;; (3) preparing the plan for the structure of the company’s internal management;; (4) preparing the basic management scheme of the company;; (5) formulating detailed company rules;; (6) recommending the appointment or removal of a deputy manager and the officer in charge of finance;; (7) appointing and removing officers of the company other than those to be appointed or removed by the board of directors;; (8) exercising other powers delegated by the board of directors.; Where the articles of association stipulate otherwise in respect of the manager s powers, such stipulations shall prevail. The general manager shall be present at board meetings.; Article 51; A small-scaled limited liability company or a limited liability company with only a few shareholders may have an executive director without establishing a board of directors. The executive director may serve concurrently as the general manager of the company.; The powers of the executive director shall be prescribed in the articles of association.; Article 52; A limited liability company shall have a board of supervisors composed of no less than three (3) members. A small-scaled limited liability company or a limited liability company with only a few shareholders may have one or two supervisors without establishing a board of supervisors. The board of supervisors shall be composed of shareholders’ representatives and representatives of the sta ff and workers of the company. The number of the staff and workers representatives shall not be lower than one third of all the supervisors, the specific percentage of which shall be determined in the articles of association. The representatives of the staff and workers on the board of supervisors shall be democratically elected by the staff and workers through the congresses or assemblies of the workers and staff members or other forms. The board of supervisors shall have one chairman elected by more than half of all thesupervisors. The meetings of the board of supervisors shall be convened and presided over by the chairman of the board. In the event that the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of all the supervisors.公司法英文版（1）-; A director and a senior officer of the company shall not serve concurrently as a supervisor.; Article 53; Each term of a supervisor shall be three (3) years, and a supervisor may continue to serve his post upon expiration of his term if he is re-elected.; Where a new elect is not yet available upon expiration of a supervisor s term, or the number of the supervisors on the board is less than the quorum due to the resignation of a supervisor within his term, such supervisor, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.; Article 54; The board of supervisors or the supervisor, as the case may be, shall exercise the following authorities:; (1) reviewing the financial affairs of the company;; (2) monitoring the acts of the directors or the senior officers in the course of performance of their duties, and propose recall of the director or senior officer in violation of laws, administrative regulations or the articles of association;; (3) requiring the directors or the senior officers to make rectification when any act thereof causes harm to company interests;; (4) proposing for interim meetings of shareholders meetings, convene and preside over the meeting when the board of directors does not perform its function to convene and preside over a shareholders meeting as set forth in this Law;; (5) submitting proposals at the shareholders meeting;; (6) filing suit against the directors or senior officers of the company in accordance with the provisions of Article 152 in this Law;; (7) exercising other authorities prescribed by the articles of association.; Article 55; The supervisors may attend board meetings, present inquiry or proposal with regards to the issues to be determined by the board of directors.; The board of supervisors or the supervisors of a company that does not have the board may conduct investigations upon discoveryof any unusual operations of the company and, where necessary, engage an accounting firm to assist in such investigations at the expense of the company.; Article 56; The board of supervisors shall have a meeting at least once a year. An interim meeting may be convened at the request of supervisors.; Except as provided for in this Law, the rules of deliberation and voting procedures at the meeting of board of directors shall be stipulated by the articles of association of the company.; The resolution of the board of supervisors shall be adopted by more than half of all the supervisors. The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the supervisors present at the meeting.; Article 57; Reasonable expenses necessary for the board of supervisors or supervisors of a company that does not have the board to perform their duties shall be borne by the company.; Section Three Special Provisions on One-Person Limited Liability Companies; Article 58; The provisions under this section shall govern the formation and the organizational structure of one-person limited liability companies. Where there are matters that are not covered by this section, the provisions of the first two sections under Chapter Oneshall apply.; A one-person limited liability company referred to herein means a limited liability company with a sole shareholder of either a natural person or a legal person.; Article 59; The minimum amount of the registered capital of a one-person limited liability company shall be RMB100, 000 which must be fully paid at the time of incorporation.。
公司法英文对照.doc
公司法英文对照（3）-; Article 129 The capital of a joint stock limited company shall be divided into shares，and all the shares shall be of equal value.; 公司的股份采取股票的形式。
股票是公司签发的证明股东所持股份的凭证。
; Shares of the company are represented by share certificates. A share certificate is a certificate issued by the company certifying the share held by a shareholder.; 第一百三十条：股份的发行，实行公开、公平、公正的原则，必须同股同权，同股同利。
; Article 130 When shares are issued，the principles of openness，fairness，and equity shall be followed，and each share in the same class must have the same rights and receive the same interests.; 同次发行的股票，每股的发行条件和价格应当相同。
任何单位或者个人所认购的股份，每股应当支付相同价额。
; For shares issued at the same time，each share shall be issued on the same conditions and at the same price. All entities or individuals subscribing for shares shall pay the same price for each share.; 第一百三十一条：股票发行价格可以按票面金额，也可以超过票面金额，但不得低于票面金额。
公司法(中英)
Order of the President(No. 42 [2005])The Company Law of the People's Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People's Republic of China Hu JintaoOctober 27, 2005Company Law of the People's Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability Company中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。
新版公司法中英文对照版
作者：未知文章来源：未知更新时间：2005-11-7 13:42:31Company Law of The People's Republic of China (1999)Order of the President of the People''s Republic ofChina"Decision of the Standing Committee of the National People''s Congress Regarding the Revision of Company Law of the People''s Republic of China" is adopted on The 13th Session of the Standing Committee of the Ninth National People''s Congress on December 25, 1999,and is promulgated. This law and decision are effective as of the same date of Promulgation.《全国人民代表大会常务委员会关于修改〈中华人民共和国公司法〉的决定》已由中华人民共和国第九届全国人民代表大会常务委员会第十三次会议于1999年12月25日通过，现予公布，修改后的《中华人民共和国公司法》和本决定自公布之日起施行。
President of the People''s Republic of China: JiangZeminDecember 25, 1999Company Law of the People''s Republic of ChinaContent目录Chapter I General Provisions第一章总则Chapter II Establishment and Organizational Structureof Limited Liability Companies第二章有限责任公司的设立和组织机构Section 1 Establishment第一节设立Section 2 Organizational Structure第二节组织机构Section 3 Wholly State-owned Companies第三节国有独资公司Chapter III Establishment and OrganizationalStructure of Joint Stock Limited Companies第三章股份有限公司的设立和组织机构Section 1 Establishment第一节设立Section 2 Shareholders'' General Meetings第二节股东大会Section 3 Board of Directors, and Manager第三节董事会、经理Section 4 Supervisory Board第四节监事会Chapter IV Issue and Transfer of Shares of Joint StockLimited Companies第四章股份有限公司的股份发行和转让Section 1 Issue of Shares第一节股份发行Section 2 Transfer of Shares第二节股份转让Section 3 Listed Companies第三节上市公司Chapter V Company Bonds第五章公司债券Chapter VI Financial Affairs and Accounting ofCompanies第六章公司财务、会计Chapter VII Merger and Division of Companies第七章公司合并、分立Chapter VIII Bankruptcy, Dissolution and Liquidationof Companies第八章公司破产、解散和清算Chapter IX Branches of Foreign Companies第九章外国公司的分支机构Chapter X Legal Liability第十章法律责任Chapter XI Supplementary Provisions第十一章附则Chapter I General Provisions第一章总则Article 1 This Law is formulated in accordance with the Constitution of the People''s Republic of China in order to meet the needs of establishing a modern 第一条为了适应建立现代企业制度的需要，规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经enterprise system, to standardize the organization andactivities of companies, to protect the legitimate rightsand interests of companies, shareholders and creditors,to maintain social and economic order and to promotethe development of the socialist market economy.济的发展，根据宪法，制定本法。
公司法(中英对照版)
中华人民共和国公司法Company Law of the People's Republic of China（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013)目录Contents第一章总则Chapter I General Provisions第二章有限责任公司的设立和组织机构Chapter II Establishment and Organizational Structureof A Limited Liability Company第一节设立Section 1 Establishment第二节组织机构Section 2 Organizational structure第三节一人有限责任公司的特别规定Section 3 Special Provisions on One-person LimitedLiability Companies第四节国有独资公司的特别规定Section 4 Special Provisions on Wholly State-ownedCompanies第三章有限责任公司的股权转让Chapter III Transfer of Stock Right of A Limited LiabilityCompany第四章股份有限公司的设立和组织机构Chapter IV Establishment and Organizational Structureof A Joint Stock Limited Company第一节设立Section 1 Establishment第二节股东大会Section 2 Shareholders' Assembly第三节董事会、经理Section 3 Board of Directors, Managers第四节监事会Section 4 Board of Supervisors第五节上市公司组织机构的特别规定Section 5 Special Provisions on the OrganizationalStructure of A Listed Company第五章股份有限公司的股份发行和转让Chapter V Issuance and Transfer of Shares of A JointStock Limited Company第一节股份发行Section 1 Issuance of Shares 第二节股份转让Section 2 Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company第七章公司债券Chapter VII Corporate Bonds第八章公司财务、会计Chapter VIII Financial Affairs and Accounting of ACompany第九章公司合并、分立、增资、减资Chapter IX Merger and Split-up of Company; Increaseand Deduction of Registered Capital第十章公司解散和清算Chapter X Dissolution and Liquidation of A Company 第十一章外国公司的分支机构Chapter XI Branches of Foreign Companies第十二章法律责任Chapter XII Legal Liabilities第十三章附则Chapter XIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。
公司法(中英版)
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 Company中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。
公司法(中英文)
Company Law of the People's Republic of China (Revised in 2013)(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993.Revised for the first time on December 25, 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China.Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China.Revised at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005.Revised for the third time on December 28, 2013 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China at the 6th Session of the Standing Committee of the 12th National People's Congress. It is now promulgated and shall come into effect as of March 1, 2014.)Standing Committee of the National People's CongressDecember 28, 2013ContentsChapter I: General ProvisionsChapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentSection 2: Organizational StructureSection 3: Special Provisions on One-person Limited Liability CompaniesSection 4: Special Provisions on Wholly State-owned CompaniesChapter III: Transfer of Equity Interests in Limited Liability CompaniesChapter IV: Establishment and Organizational Structure of Companies Limited By SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors and ManagerSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of Listed CompaniesChapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of CompaniesChapter VII: Corporate BondsChapter VIII: Financial Affairs and Accounting of CompaniesChapter Ix: Merger and Division, Increase and Reduction of Capital of CompaniesChapter X: Dissolution and Liquidation of CompaniesChapter XI: Branches of Foreign CompaniesChapter XII: Legal LiabilityChapter XIII: Supplementary ProvisionsChapter I: General ProvisionsArticle 1: The Company Law of the People's Republic of China (hereinafter referred to as the "Law") has been enacted in order to standardize the organization and activities of companies, protect the lawful rights and interests of companies, shareholders and creditors, safeguard the social and economic order and promote the development of the socialist market economy.Article 2: For the purposes of the Law, the term "companies" refers to limited liability companies and companies limited by shares established within the territory of China pursuant to the Law.Article 3: A company is an enterprise legal person, which has independent corporate property and enjoys corporate property rights. A company shall be liable for its debts to the extent of all ofits property.A shareholder of a limited liability company shall be liable for the company to the extent of the capital contribution it subscribes. A shareholder of a company limited by shares shall be liable for the company to the extent of the shares it subscribes.Article 4: The shareholders of a company shall enjoy such rights as return on assets, participation in major decision-making and selection of managers according to the law.Article 5: When engaging in business activities, a company shall abide by laws and administrative regulations, observe social morality and business ethics, act in good faith, accept supervision by the government and the public, and bear social responsibilities.The lawful rights and interests of companies shall be protected by law and shall not be infringed upon.Article 6: To establish a company, an application for registration of establishment shall be filed with the company registration authority according to the law. If the conditions of establishment specified herein are met, the applicant shall be registered by the company registration authority as a limited liability company or a company limited by shares. If the conditions for establishment specified herein are not met, it may not be registered as a limited liability company or a company limited by shares.If laws or administrative regulations provide that the establishment of a company is subject to approval, approval procedures shall be carried out according to the law prior to the company’s registration.The public may apply to the company registration authority for inquiring the registered particulars of a company, and the company registration authority shall make such inquiry available.Article 7: A company established according to the law shall be issued a company business license by the company registration authority. The date of issue of the company business license shall be that of establishment of the company.The company business license shall contain the name, address, registered capital, scope of business and the name of the legal representative of the company.In the event of any change to any item recorded in the company business license, the company shall carry out change registration formalities and a new business license shall be renewed by the company registration authority.Article 8: The name of a limited liability company established in accordance with the Law shallcontain the words "limited liability company" or “company limited”.The name of a company limited by shares established in accordance with the Law shall contain the words "company limited by shares" or “joint stock company”.Article 9: If a limited liability company intends to be converted into a company limited by shares, the conditions with respect to companies limited by shares set forth herein shall be satisfied. If a company limited by shares intends to be converted into a limited liability company, the conditions with respect to limited liability companies set forth herein shall be met.If a limited liability company is converted into a company limited by shares, or if a company limited by shares is converted into a limited liability company, the claims and debts of the company that have arisen prior to the conversion shall be succeeded to by the company after the conversion.Article 10: The domicile of a company shall be the place where its principal office is located.Article 11: To establish a company, the articles of association shall be formulated according to the law. A company's articles of association shall be binding upon the company, shareholders, directors, supervisors and senior officers.Article 12: The scope of business of a company shall be specified in the articles of association of the company and shall be registered according to the law. A company may amend its articles of association and change the scope of business, provided that it shall carry out change registration.If any item in the scope of business of a company is subject to approval as required by laws or administrative regulations, such item shall be approved according to the law.Article 13: The chairman of the board, the executive director or the manager of the company shall act as the legal representative of a company pursuant to the articles of association of the company and the same shall be registered according to the law. In the event of any change in the legal representative of the company, formalities shall be carried out for registration change.Article 14: A company may establish branches. To establish a branch, application shall be made to the company registration authority for registration and a business license shall be obtained. A branch does not have the status of a legal person and its civil liability shall be borne by the company.A company may establish subsidiaries. A subsidiary has the status of a legal person and independently bears civil liability according to the law.Article 15: A company may invest in other enterprises, provided that it may not become an investor that bears joint and several liability for the debts of the enterprise in which it invests, unless otherwise provided by law.Article 16: If a company invests in another enterprise or provides security for another party, a resolution shall be adopted by the board of directors or by the board of shareholders or general meeting according to the provisions of the articles of association of the company. If the articles of association of the company have specified a limit on the total amount of investment or security and the amount of a single investment or security, the specified limit may not be exceeded.If a company provides security for a shareholder or the de facto controller of the company, a resolution of the board of shareholders or general meeting shall be passed.Any shareholder set forth in the preceding paragraph or controlled by a de facto controller set forth in the preceding paragraph may not participate in voting on any resolution specified in the preceding paragraph. Such resolution shall be adopted by the other shareholders that are present at the meeting and represent more than half of the voting rights.Article 17: A company shall protect the lawful rights and interests of its employees, and enter into labor contracts with its employees, contribute social insurance premiums, strengthen labor protection and ensure production safety according to the law.A company shall use various methods to strengthen the vocational education and on-the-job training of its employees in order to improve their capabilities.Article 18: The employees of a company shall organize a labor union and conduct labor union activities in accordance with the Labor Union Law of the People's Republic of China to protect the lawful rights and interests of the employees. The company shall provide its labor union with conditions necessary for conducting its activities. The labor union of the company shall enter into collective contracts on behalf of the employees with the company with respect to such matters as labor remuneration, working hours, welfare, insurance and labor safety and health of the employees according to the law.A company shall implement democratic management through the employees' representative congress or other channels in accordance with the provisions of the Constitution and relevant laws.When a company discusses and decides on restructuring and major issues concerning its business operation or formulates major rules, regulations and policies, it shall solicit opinions from the labor union of the company, as well as opinions and suggestions from its employees through the employees' representative congress or other channels.Article 19: In a company, an organization of the Communist Party of China shall be established to carry out the activities of the party in accordance with the charter of the Communist Party of China. The company shall provide the necessary conditions for the activities of the party organization.Article 20: The shareholders of a company shall abide by laws, administrative regulations and the articles of association of t he company and exercise shareholder’s rights according to the law, and may not abuse shareholder’s rights to harm the interests of the company or other shareholders, or abuse the independent status of the company legal person and the limited liability of shareholders to harm the interests of the creditors of the company.If a shareholder of the company abuses its shareholder’s rights, thereby causing losses to the company or other shareholders, the shareholder shall be liable for compensation according to the law.If a shareholder of the company abuses the independent status of the company legal person and the limited liability of shareholders to evade debts and seriously harms the interests of the creditors of the company, it shall bear joint and several liability for the debts of the company.Article 21: The controlling shareholder, de facto controller, directors, supervisors and senior officers of a company may not use their affiliation to harm the interests of the company.Anyone that violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.Article 22: A resolution of the board of shareholders or general meeting or the board of directors of a company shall be void if its contents are in violation of laws or administrative regulations.If the procedure for convening the board of shareholders or general meeting or the meeting of the board of directors, or the method of voting violates laws, administrative regulations or the articles of association of the company, or if the contents of a resolution violate the articles of association of the company, a shareholder may, within 60 days of the adoption of the resolution, petition to a people’s court for cancellation of resolution.If the shareholder institutes proceedings pursuant to the prec eding paragraph, the people’s court may, at the request of the company, require the shareholder to provide a corresponding security.If the company has carried out change registration in accordance with the resolution of the board of shareholders or general meeting or the board of directors, the company shall apply to the company registration authority for cancellation of the change registration after the people’s court declares the resolution invalid or cancels the resolution.Chapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentArticle 23: The following conditions shall be fulfilled for the establishment of a limited liability company:(I) the number of shareholders conforms to the statutory number;(II) the capital contribution subscribed by subscribed by all shareholders is consistent with that prescribed in the articles of association;(III) the shareholders have jointly formulated the company's articles of association;(IV) the company has a name and an organizational structure established in conformity with the requirements for limited liability companies; and(V) the company has a domicile.Article 24: A limited liability company shall be invested in and established by no more than 50 shareholders.Article 25: The articles of association of limited liability companies shall specify the following particulars:(I) the name and domicile of the company;(II) the business scope of the company;(III) the registered capital of the company;(IV) the names and domiciles of the shareholders;(V) the method, amount and time of capital contribution by the shareholders;(VI) the organization of the company and its methods of establishment, functions and powers, and rules of procedure;(VII) the legal representative of the company; and(VIII) other matters that the shareholders deem necessary to be specified.Shareholders sh all sign and affix their seals on the company’s articles of association.Article 26: The registered capital of a limited liability company shall be the capital contributions subscribed by all shareholders as registered with the company registration authority.Where laws, administrative regulations and the decisions of the State Council stipulate the actual paid registered capital and another amount on the minimum registered capital of a limited liability company, such stipulations shall prevail.Article 27: Shareholders may make capital contribution in currency or in non-currency property that may be valued in currency and transferable according to the law such as physical objects, intellectual property and land use rights, except for property that may not be used as capital contribution according to the laws or administrative regulations.Non-currency property contributed as capital shall be valued and verified, and shall not be over-valued or under-valued. Where laws or administrative regulations have provisions on valuation, such provisions shall prevail.Article 28: Each shareholder shall make the capital contribution it subscribes as specified in the articles of association of the company on time and in full. If a shareholder makes its capital contribution in currency, it shall deposit the full amount of capital contribution in currency in a bank account opened by the limited liability company with a bank. If capital contribution is made in non-currency property, the transfer procedures for the property rights therein shall be handled according to the law.If a shareholder fails to make capital contribution in accordance with the preceding paragraph, it shall, in addition to making capital contribution in full to the company, be liable for breach of contract to the shareholders that have made their capital contributions on time and in full.Article 29: After the shareholders subscribed the capital contribution in full as prescribed in the articles of association, a representative designated by all shareholders or an agent jointly appointed by them shall submit a company registration application and documents such as the company’s articles of association to the company registration authority to apply for registration of establishment.Article 30: If, after establishment of a limited liability company, the actual value of the non-currency property contributed as capital for the establishment of the company is found markedly lower than the value as set forth in the articles of association of the company, the shareholder making such contribution shall make up for the difference. The other shareholders as at the time of the company's establishment shall bear joint and several liability for such difference.Article 31: A limited liability company shall issue capital contribution certificates to its shareholders after it is established.The capital contribution certificate shall specify the following particulars:(I) the name of the company;(II) the date of establishment of the company;(III) the registered capital of the company;(IV) the name of the shareholder, the amount of its capital contribution made and the date of capital contribution; and(V) the serial number and date of issuance of the capital contribution certificate.The capital contribution certificate shall be affixed with the seal of the company.Article 32: A limited liability company shall establish a register of shareholders to record the following items:(I) the names and domiciles of the shareholders;(II) the amounts of capital contribution of the shareholders; and(III) the serial numbers of the capital verification certificates.The shareholders on the register of shareholders may claim and exercise s hareholder’s rights on the basis of the register of shareholders.The company shall register the names of its shareholders with the company registration authority. If there is a change in the registered items, change registration shall be carried out. Anyone that fails to complete registration or change registration may not resist the claims of a third person.Article 33: Shareholders shall have the right to examine and reproduce the articles of association of the company, the minutes of the board of shareholders, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports.Shareholders may request to examine the account books of the company. If a shareholder requests to examine the account books of the company, it shall make a written request to the company stating the purpose thereof. If the company has reasonable basis to believe that the purpose of the examination of the account books by the shareholder is improper and that such examination may harm the lawful rights and interests of the company, the company may refuse to make the books for examination available, and shall reply to the shareholder in writing and state the reason for the refusal within 15 days of the written request of the shareholder. If the company refuses to provide the account books for examination, the shareholder may petition to the people’s court for provision of the account books by the company.Article 34: A shareholder shall receive dividends in proportion to its paid-up capital contribution. When the company increases its capital, the shareholder shall have the priority right to subscribe for capital contribution in proportion to its paid-up capital contribution, except where all shareholders agree not to receive dividends in proportion to the paid-up capital contribution or not to exercise priority right to subscribe for capital contribution in proportion to the paid-up capital contribution.Article 35: After a company is established, its shareholders may not withdraw their capital contribution.Section 2: Organizational StructureArticle 36: The board of shareholders of a limited liability company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the company and shall exercise its functions and powers pursuant to the Law.Article 37: The board of shareholders shall exercise the following functions and powers:(I) to decide on the business policies and investment plans of the company;(Ii) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(Iii) to consider and approve reports of the board of directors;(IV) to consider and approve reports of the board of supervisors or supervisors;(V) to consider and approve the company's proposed annual financial budgets and final accounts;(VI) to consider and approve the company's profit distribution plans and plans for making up losses;(VII) to pass resolutions on the increase or reduction of the company's registered capital;(VIII) to pass resolutions on the issuance of corporate bonds;(IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the company;(X) to amend the articles of association of the company; and(XI) other functions and powers specified in the articles of association of the company.If the shareholders unanimously express consent to the matters set out in the preceding paragraph in writing, the decision may be made, without convening of the board of shareholders, directly with a document of the decision bearing the signatures and seals of all shareholders.Article 38: The first general meeting shall be convened and presided over by the shareholder thatmade the largest capital contribution, and shall exercise its functions and powers pursuant to the provisions hereof.Article 39: General meetings shall be divided into regular meetings and extraordinary meetings.Regular meetings shall be convened on time in accordance with the articles of association of the company. An extraordinary meeting shall be convened if it is proposed by shareholders representing one tenth or more of the voting rights, or by one third or more of the directors or the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s).Article 40: If a limited liability company has established a board of directors, the general meeting shall be convened by the board of directors and presided over by the chairman of the board. If the chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by the vice-chairman of the board. If the vice-chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by a director jointly designated by more than half of the directors.If a limited liability company has no board of directors, the general meeting shall be convened and presided over by the executive director(s).If the board of directors or the executive director(s) cannot or do not perform the duty of convening the general meeting, the meeting shall be convened and presided over by the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s). If the board of supervisors or the supervisors do not convene and preside over the meeting, the meeting may be convened and presided by the shareholders representing one-tenth or more of the voting rights.Article 41: If a general meeting is to be convened, all shareholders shall be notified 15 days before the meeting is held, unless otherwise stipulated in the articles of association of the company or agreed by all shareholders.The board of shareholders shall keep minutes of the decisions on the matters under its consideration. The shareholders present at the meeting shall sign the minutes of the meeting.Article 42: Shareholders shall exercise voting rights at general meetings in proportion to their capital contribution, unless otherwise stipulated in the articles of association of the company.Article 43: The method of deliberation and voting procedures of the board of shareholders shall be specified in the articles of association of the company, except where stipulated herein.Resolutions of the general meeting on the amendment of the articles of association of the company, increase or reduction of the registered capital, and merger, division, dissolution or change of corporate form shall be adopted by shareholders representing two thirds or more ofthe voting rights.Article 44: A limited liability company shall have a board of directors of three to 13 members, unless otherwise stipulated in Article 51 hereof.In a limited liability company invested in and established by two or more State-owned enterprises or two or more other State-owned investment entities, the members of the board of directors shall include representatives of the staff and workers of the company. In other limited liability companies, the members of the board of directors may include representatives of the staff and workers of the company. Representatives of staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ congress, the staff and workers’ general meeting or other ways.A board of directors shall have one chairman of the board and may have vice-chairmen of the board. The method of appointment of the chairman and vice-chairman (or vice-chairmen) of the board shall be specified in the articles of association of the company.Article 45: The term of office of directors shall be specified in the articles of association of the company but each term may not exceed three years. If re-elected upon expiration of his term of office, a director may serve consecutive terms.If no new director is elected in time upon expiration of the term of office of a director, or if a director resigns during his term of office, resulting in the number of members of the board of directors falling below the statutory number, the original director shall perform his duties as director according to the provisions of laws, administrative regulations and the articles of association of the company before a newly elected director takes office.Article 46: The board of directors shall be accountable to the board of shareholders, and shall exercise the following functions and powers:(I) to convene the general meeting and to report on its work to the board of shareholders;(II) to implement the resolutions of the general meeting;(III) to decide on the business plans and investment plans of the company;(IV) to formulate the company's proposed annual financial budgets and final accounts;(V) to formulate the company’s profit distribution plans and plans for making up losses;(VI) to fo rmulate plans for the company’s increase or reduction of the registered capital or for the issuance of corporate;。
美国示范商业公司法(中英文对照)
MODEL BUSINESS CORPORATION ACT示范商业公司法CHAPTER 1GENERAL PROVISIONS第一章总则Subchapter A. SHORT TITLE AND RESERVATION OF POWER第一节简称和权力的保留§ 1.01. Short title 简称§ 1.02. Reservation of power to amend or repeal 保留修订和废除本法的权力Subchapter B. FILING DOCUMENTS第二节文件的提交§ 1.20. Requirements for documents; extrinsic facts 申请条件与外部事实§ 1.21. Forms 表格§ 1.22. Filing, service, and copying fees 申报费、服务费以及复印费§ 1.23. Effective time and date of document 文件生效时间与日期§ 1.24. Correcting filed document 对已申请文件的纠正§ 1.25. Filing duty of secretary of state 州务卿的备案归档职责§ 1.26. Appeal from secretary of state's refusal to file document 对州务卿拒绝接受文件归档时的上诉§ 1.27. Evidentiary effect of copy of filed document 已归档文件副本的证据效力§ 1.28. Certificate of existence 关于公司存续的证明书§ 1.29. Penalty for signing false document 对签署假文件的惩罚Subchapter C. SECRETARY OF STATE第三节州务卿§ 1.30. Powers 州务卿的权力Subchapter D. DEFINITIONS第四节定义§ 1.40. Act definitions 本法案中的定义§ 1.41. Notice 通知§ 1.42. Number of shareholders 股东人数Subchapter A.SHORT TITLE AND RESERVATION OF POWER§ 1.01. SHORT TITLE第一节简称和权力保留§ 1.01. 简称This Act shall be known and may be cited as the "[name of state] Business Corporation Act."本法应称为并引用为《（州的名称）公司法》。
公司法(中英对照版)
中华人民共和国公司法Company Law of the People's Republic of China（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013)目录Contents第一章总则Chapter I General Provisions第二章有限责任公司的设立和组织机构Chapter II Establishment and Organizational Structureof A Limited Liability Company第一节设立Section 1 Establishment第二节组织机构Section 2 Organizational structure第三节一人有限责任公司的特别规定Section 3 Special Provisions on One-person LimitedLiability Companies第四节国有独资公司的特别规定Section 4 Special Provisions on Wholly State-ownedCompanies第三章有限责任公司的股权转让Chapter III Transfer of Stock Right of A Limited LiabilityCompany第四章股份有限公司的设立和组织机构Chapter IV Establishment and Organizational Structureof A Joint Stock Limited Company第一节设立Section 1 Establishment第二节股东大会Section 2 Shareholders' Assembly第三节董事会、经理Section 3 Board of Directors, Managers第四节监事会Section 4 Board of Supervisors第五节上市公司组织机构的特别规定Section 5 Special Provisions on the OrganizationalStructure of A Listed Company第五章股份有限公司的股份发行和转让Chapter V Issuance and Transfer of Shares of A JointStock Limited Company第一节股份发行Section 1 Issuance of Shares 第二节股份转让Section 2 Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company第七章公司债券Chapter VII Corporate Bonds第八章公司财务、会计Chapter VIII Financial Affairs and Accounting of ACompany第九章公司合并、分立、增资、减资Chapter IX Merger and Split-up of Company; Increaseand Deduction of Registered Capital第十章公司解散和清算Chapter X Dissolution and Liquidation of A Company 第十一章外国公司的分支机构Chapter XI Branches of Foreign Companies第十二章法律责任Chapter XII Legal Liabilities第十三章附则Chapter XIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。
美国示范商业公司法(中英文对照)
MODEL BUSINESS CORPORATION ACT示范商业公司法CHAPTER 1GENERAL PROVISIONS第一章总则Subchapter A. SHORT TITLE AND RESERVATION OF POWER第一节简称和权力的保留§ 1.01. Short title 简称§ 1.02. Reservation of power to amend or repeal 保留修订和废除本法的权力Subchapter B. FILING DOCUMENTS第二节文件的提交§ 1.20. Requirements for documents; extrinsic facts 申请条件与外部事实§ 1.21. Forms 表格§ 1.22. Filing, service, and copying fees 申报费、服务费以及复印费§ 1.23. Effective time and date of document 文件生效时间与日期§ 1.24. Correcting filed document 对已申请文件的纠正§ 1.25. Filing duty of secretary of state 州务卿的备案归档职责§ 1.26. Appeal from secretary of state's refusal to file document 对州务卿拒绝接受文件归档时的上诉§ 1.27. Evidentiary effect of copy of filed document 已归档文件副本的证据效力§ 1.28. Certificate of existence 关于公司存续的证明书§ 1.29. Penalty for signing false document 对签署假文件的惩罚Subchapter C. SECRETARY OF STATE第三节州务卿§ 1.30. Powers 州务卿的权力Subchapter D. DEFINITIONS第四节定义§ 1.40. Act definitions 本法案中的定义§ 1.41. Notice 通知§ 1.42. Number of shareholders 股东人数Subchapter A.SHORT TITLE AND RESERVATION OF POWER§ 1.01. SHORT TITLE第一节简称和权力保留§ 1.01. 简称This Act shall be known and may be cited as the "[name of state] Business Corporation Act."本法应称为并引用为《（州的名称）公司法》。
公司法(部分)翻译中英对照(便于打印版)
英译汉1.A company shall regard its main office as its domicile. 公司以其主要办事机构所在地为住所。
2.The shareholders should affix their signatures or seals to the bylaw of the company. 股东应当在公司章程上签名、盖章。
3.The term "company" as mentioned in this Law refers to a limited liability company or a joint stock company limited set up within the territory of the People's Republic of China according to the provisions of this Law. 本法所称公司是指依照本法在中国境内设立的有限责任公司和股份有限公司。
4.The legitimate rights and interests of a company shall be protected by laws and may not be trespassed. 公司的合法权益受法律保护，不受侵犯。
5.A limited liability company established according to this Law shall include the words of "limited liability company" or "limited company" in its name. 依照本法设立的有限责任公司，必须在公司名称中标明有限责任公司或者有限公司字样。
6.If a company intends to provide guaranty to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly. 公司为公司股东或者实际控制人提供担保的，必须经股东会或者股东大会决议。
公司法中英对照
公司法中英对照公司法是我国立法的经济法律中的一个重要组成部分，主要用于规范和管理公司组织的设立、运营和解散等事务。
下面是公司法的中英对照内容和相关参考内容。
1. 公司的定义与分类公司法对公司的定义进行了明确的规定，并将公司分为有限责任公司和股份有限公司两种形式。
根据这两种形式，公司的组织形式、权益、责任等方面也有着不同的规定。
Definition and Classification of Companies:The Company Law provides clear definitions and classifies companies into two forms: limited liability company and joint-stock limited company. Based on these two forms, the organization, rights, and responsibilities of companies are regulated.2. 公司的设立与登记公司的设立需要满足一定的条件，包括有限责任公司设立的最低注册资本和股份有限公司设立的最低发起人人数等。
此外，公司的设立还需要进行工商部门的登记手续，以取得合法的身份和经营权益。
Establishment and Registration of Companies:The establishment of a company requires certain conditions to be met, including the minimum registered capital for limited liability companies and the minimum number of initiators for joint-stock limited companies. In addition, the establishment of a company also requires registration procedures with the industrial andcommercial department to obtain legal identity and business rights.3. 公司的股东与股权公司的股权代表了股东对公司的所有权和控制权。
公司法英文对照(1)_10完整篇.doc
公司法英文对照（1）-; 公司营业执照签发日期，为有限责任公司成立日期。
; The date of issuance of a company business license shall be the establishment date for a limited liability company.; 第二十八条：有限责任公司成立后，发现作为出资的实物、工业产权、非专利技术、土地使用权的实际价额显著低于公司章程所定价额的，应当由交付该出资的股东补交其差额，公司设立时的其他股东对其承担连带责任。
; Article 28 If after the establishment of a limited liability company，it is discovered that the actual value of the tangible goods，industrial property，non-patented technology，or land use rights contributed as capital is significantly below their value fixed in the articles of association，the shareholder who contributed such item as capital shall contribute the difference in value，and the other shareholders of the company at the time it was established shall be jointly and severally liable.; 第二十九条：设立有限责任公司的同时设立分公司的，应当就所设分公司向公司登记机关申请登记，领取营业执照。
; Article 29 Where a branch company is to be established contemporaneous with the establishment of a limited liability company，an application for registration of such branch company shall be submitted to the company registration authority，and it shall be issued a business license.; 有限责任公司成立后设立分公司，应当由公司法定代表人向公司登记机关申请登记，领取营业执照。
公司法英文版(1)完整篇.doc
公司法英文版（1）-; 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 the 18th meeting of the Standing Committee of the Tenth National People’s Congress on October 27, 2005. This Law, as amended, is hereby promulgated and will come into force on January 1, 2006.); Chapter One: General Provisions. 1; Chapter Two: Incorporation and Organizational Structure of a Limited Liability Company. 6; Section One Incorporation. 6; Section Two Organizational Structure. 9; Section Three Special Provisions on One-Person Limited Liability Companies. 14; Section Four Special Provisions on Wholly State-owned Companies. 15; Chapter Three: Share Transfer of a Limited Liability Company.16; Chapter Four: Establishment and Organizational Structure of a Joint Stock Limited Company. 18; Section One Establishment18; Section Two General Meeting of Shareholders. 23; Section Three Board of Directors and General Manager25; Section Four Board of Supervisors. 27; Chapter Five Issue and Transfer of Shares of Joint StockLimited Companies. 28; Section One Issue of Shares. 28; Section Two Assignment Of Shares. 31; Chapter Six: Qualifications and Obligations of Directors, Supervisors and Senior Officers. 32; Chapter Seven: Company Bonds. 35; Chapter Eight : Financial and Accounting Affairs of Company.36; Chapter Nine:Merger and Division of Company, Increase and Decrease of Registered Capital38; Chapter Ten: Dissolution and Liquidation of Company. 40; Chapter Eleven : Branch of Foreign Company. 42; Chapter Twelve: Legal Liabilities. 43; Chapter Thirteen : Supplementary Provisions. 47; Chapter One: General Provisions; Article 1; This 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.; Article 2; Th e 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.; Article 3; A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legal person. 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.; Article 4; The 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.; Article 5; In 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.公司法英文版（2）-; Article 90; After the proceeds from issue of the shares are paid in full, the share capital shall be verified by a legally-prescribed capital verification institution and a certificate shall be issued thereby. Within thirty (30) days, the sponsors shall convene and preside over the establishment meeting, which is composed of the subscribers.; If the issued shares are not fully placed upon expiration of the time limit prescribed in the prospectus, or the sponsors fail to hold the establishment meeting within thirty (30) days of full payment of the proceeds from issue of the shares, the subscribers may demand that the sponsors return the share proceeds.; Article 91; The sponsors shall notify each subscriber of the date of the establishment meeting or make a public announcement for such meeting fifteen (15) days in advance. The establishment meeting may not be held unless attended by subscribers representing at least half of the shares.; The establishment meeting shall exercise the following authorities:; (1) considering the report on pre-establishment activities prepared by the sponsors;; (2) adopting the articles of association;; (3) electing members of the board of directors;; (4) electing members of the board of supervisors;; (5) verifying expenses incurred for the establishment of the company;; (6) verifying the value of the assets contributed by the sponsors in lieu of share proceeds;; (7) where an event of force majeure or any material change in operating condition affecting the company’s establishment has occurred, a resolution not to establish the company may be adopted.; A resolution adopted at the establishment meeting on any of the matters mentioned in the preceding paragraph requires affirmative votes by subscribers present at the meeting representing more than half of the voting rights.; Article 92; Upon payment of the share proceeds or delivery of the items as contribution of share capital in lieu of share proceeds, the sponsors and subscribers may not withdraw their share capital, except where the shares issued are not fully placed in time, the sponsors fail to hold the establishment meeting in time, or the establishment meeting adopts a resolution not to establish the company.; Article 93; Within thirty (30) days of the completion of the establishment meeting, the board of directors shall apply for establishment registration by submitting to the company registration authority the following:; (1) the company registration application;; (2) the minutes of the establishment meeting;; (3) the articles of association;; (4) the capital verification certificate;; (5) the engagement letters and identity certificates of the legal representative, directors and supervisors;; (6) the legal person s qualification certificate of sponsors or identity certificate of natural persons;; (7) the company s certificate of domicile.; The verification documents issued by the securities regulatory department under the State Council shall be submitted to the company registration authority in the event of public share offer by a joint stock limited company established by public share offer.; Article 94; Sponsors failing to contribute in full after the establishment of a joint stock limited company shall make up the rest of the contribution. Other sponsors shall bear joint and several liability for such contribution.; Where the actual value of the non-currency property contribution, after the establishment of a joint stock limited company, is found to be obviously lower than the amount prescribed in the articles of association of the company, the sponsor making such contribution shall make up the balance and other sponsors shall bear joint and several liability therefor.。
公司法中英词汇对照-删减版
法人（公司§1.1）Juristic person股东（公司§2.1.1）Shareholders有限公司（公司§2.1.2）Limited Company有限责任（公司§2.1.3）Limited liability股份有限公司（公司§2.1.3）Company Limited by Shares公司所在地（公司§3.1.）The domicile of a company本公司（公司§3.2）Head office分公司（公司§3.2）Branch office营利（公司§4.1）Profit making营业（公司§4.1）transact business主管机关（公司§5.1）Competent authority成立（公司§6.1）incorporated登记之资本额（公司§7.1）registered amount of capital of the company 公司负责人（公司§8.1）responsible persons经理人（公司§8.2）managerial officer清算人（公司§8.2）liquidator发起人（公司§8.2）promoter监察人（公司§8.2）supervisor检查人（公司§8.2）inspector重整人（公司§8.2）reorganization股款（公司§9.1）the share prices (or the capital stock)连带（公司§9.2）jointly and severally检察机关（公司§9.3）procuratorate依职权（公司§10.1）ex officio解散（公司§10.1）dissolution已发行股份（公司§11.2）outstanding shares有限责任股东（公司§13.1）limited liability表决权（公司§13.2）voting rights公积增资配股（公司§13.3）capitalization of legal reserves保证人（公司§16.1）guarantor废止（公司§17.2）rescission亏损拨补（公司§20.1）surplus earnings distribution报酬（公司§20.3）remuneration妨碍、拒绝或规避（公司§21.1）impede, refuse or evade善良管理人（公司§23.1）good administrator合并（公司§24.1）consolidation or merger善意第三人（公司§27.4）bona fide third party.章程（公司§29.1）articles of incorporation董事（公司§29.1.3）director董事会（公司§29.1.3）the board of directors诈欺（公司§30.1.2）fraud背信（公司§30.1.2）breach of trust侵占（公司§30.1.2）misappropriation依照（公司§32.1）pursuant to债权（公司§44.1）monetary claim（债权）到期（公司§44.1）upon maturity请求报酬（公司§49.1）Clairemuneration代垫之款项（公司§50.1）advance money提供相当之担保（公司§50.1）furnish appropriate security关于（公司§57.1）pertaining to分派盈余（公司§63.1）Make distribution of surplus profit抵销（公司§64.1）set off对于（公司§64.1）vis-a-vis退股（公司§65.1）withdrawal of share capital重大事由（公司§65.2）significant cause除名（公司§66.）.Expulsion强制执行（公司§66.1.6 ）Compulsory execution妨害公司之利益（公司§67.1.3）detrimental to the interest of the company 退股之股东（公司§69.1）retiring shareholder出资（公司§70.2）capital contribution解散（公司§71.1）dissolve解散事由（公司§71.1.1）the conditions for dissolution资产负债表（公司§73.1） a balance sheet财产目录（公司§73.1）inventory of property债权人（公司§73.2）Creditor of the company变更（公司§76.1）reincorporate利害关系人（公司§81.1）concerned party过半数之同意（公司§82.1）majority vote就任（公司§83.1）Assume office分派盈余或亏损（公司§84.1.3）To allocate surplus or loss分派剩余财产（公司§84.1.4）To allocate the residual assets诉讼行为（公司§84.2）litigation matters代表权（公司§86.1）the power of representation公告（公司§88.1）public announcement清偿其债务（公司§89.1）satisfy its liabilities宣告破产（公司§89.1）declaration of bankruptcy清算完结（公司§92.1）winding up结算表册（公司§92.1）final statement账簿（公司§94.1）account books怠忽（公司§95.1）lack of care故意（公司§95.1）intentional重大过失（公司§95.1）gross negligence赔偿（公司§95.1）make good解散登记（公司§96.1）filing articles of dissolution分期缴款（公司§100.1）paid in installments资本总额（公司§101.1.4）The aggregate of capital stock股东名簿（公司§103.1）shareholders roster增资（公司§106.1）Increase of the amount of capital stock董事长（公司§108.1）chairman of directors监察权（公司§109.1）power of audit每股金额（公司§129.1.3）par value of each share certificate特别股（公司§130.1.4）special shares特别利益（公司§130.1.5）Special benefits既得之利益（公司§130.2）benefits already accrued募集（公司§132.2）by solicitation营业计划书（公司§133.1.1）Business plan招股章程（公司§133.1.3）Prospectus承销者（公司§133.1.5）underwriters约定事项（公司§133.1.5）covenants股款之金额（公司§134.1）capital money撤回所认股份（公司§137.1.4）rescind their subscription无记名股（公司§137.1.6）bearer shares超过票面金额发行（公司§138.2）issued at a premium创立会（公司§143.1）inaugural meeting补足（公司§147.1）make up for the deficiency股息（公司§157.1.1）dividends红利（公司§157.1.1）bonus定额（公司§157.1.2）fixed amount定率（公司§157.1.2）fixed ratio表决权（公司§157.1.3）voting power收回（公司§158.1）redeemable股票（公司§161.1）Share certificate变更登记（公司§162.1.2）alteration registration发起人股票（公司§162.1.5）share certificates of promoters背书转让（公司§162.1.1.3）share assignment by endorsement 公司股份之转让（公司§163.1）Assignment/transfer of shares 转让（公司§163.1）effected股东常会（公司§165.2）regular shareholders‘ meeting质物（公司§167.1）pledge破产宣告（公司§167.1）bankruptcy pronouncement从属公司（公司§167.3）Subordinate company控制公司（公司§167.3）holing company认股权凭证（公司§167.2.1）share subscription warrant不得转让（公司§167.2.1）non-assignment股东临时会（公司§170.1.2）Special meeting of shareholders正当事由（公司§170.2）good cause临时动议（公司§172.5）extemporary motions法定人数（公司§175.1）quorum委托书（公司§177.3）written proxy议事录（公司§183.1）Minutes of the meeting决议方法（公司§183.3）the method of adopting resolutions 公司存续期间（公司§183.3）the life of the company决议解散（公司§186.1） a resolution for dissolution法定利息（公司§187.3）legal interest失其效力（公司§188.1）lose its effect法令（公司§188.1）ordinance诉请（公司§189.1）enter a petition驳回请求（公司§189.1）dismiss petition.利害关系人（公司§190.1）interested party决议之内容（公司§191.1）substance of a resolution提前解任（公司§199.1.1）discharged in advance董事缺额（公司§201.1）vacancies in the board of directors常务董事（公司§208.1）managing directors检察官（公司§208.1.1） a public prosecutor临时管理人（公司§208.1.1）temporary manager公司债存根（公司§210.1）counterfoil of corporate bonds证明文件（公司§210.2）evidentiary document(s)提供相当之担保（公司§214.2）furnish an appropriate security得连选连任（公司§217.1）be eligible for re-election会计师（公司§219.2） a certified public accountant兼任公司董事（公司§222.1）be concurrently a director连带债务人（公司§226.1）joint debtors不法行为（公司§231.1）any unlawful conduc实收资本（公司§232.2）paid-in capital法令（公司§188.1）ordinance诉请（公司§189.1）enter a petition驳回请求（公司§189.1）dismiss petition.利害关系人（公司§190.1）interested party决议之内容（公司§191.1）substance of a resolution设定或解除质权（公司§197.1.1）creation or cancellation of a pledge提前解任（公司§199.1.1）discharged in advance董事缺额（公司§201.1）vacancies in the board of directors以红利转作资本（公司§240.4）distributable bonus is to be capitalized募集公司债（公司§246.1）invite subscription for corporate bonds受偿（公司§246.1.1）receive indemnification公司债（公司§246.1.1）corporate bonds余额（公司§247.1）net remainder公司现有全部资产（公司§247.1）all assets in hands无形资产（公司§247.1）intangible assets无担保公司债（公司§247.2）unsecured corporate bonds公司债偿还（公司§248.1.4）redemption of the corporate bonds发行保证人（公司§248.1.16）guarantor(s)可转换股份（公司§248.1.18）convertible into shares认股权（公司§248.1.19）share subscription warrants上市公司（公司§248.2）the companies listed on centralized trading floor迟延支付本息（公司§249.1.1）in default of payment of principal and interest税后之平均净利（公司§250.1.2）annual net profit after paying tax撤销核准（公司§251.1）annul the approval停止（募集）（公司§251.2）called off无记名公司债券（公司§253.2）bearer corporate bonds应募书（公司§253.2）forms of subscriptions公司债债权人（公司§255.1）corporate bondholders抵押权（公司§256.1）Mortgages保管（公司§256.2）safe-keep可认购（公司§257.1）share subscription allowed记名式之公司债券（公司§260.1）Registered corporate bond certificates无记名式债券（公司§261.1）bearer bonds改为记名式（公司§261.1）converted into registered bonds显失公正者（公司§265.1.3）apparently unjust and unfair发行新股（公司§266.1）issue of new shares先买权（公司§267.3）preemptive right独立转让（公司§267.4）transferable independently资产增值（公司§267.5）increments of assets发行条件（公司§268.1.3）terms of issue增资计划（公司§268.1.5）The capital increase plan附认股权（公司§268.1.1）ancillary share subscription rights具有优先权利之特别股（公司§269.1）special shares with preference平均净利（公司§269.1.1）average net profit支付股息（公司§269.1.1）pay dividends健全之营业计划（公司§270.1.1） a sound business plan营利能力（公司§270.1.1）profit-making capability不足抵偿债务（公司§270.1.2）not sufficient to meet liabilities股票原定发行金额（公司§271.1）original fixed value of the shares营业报告（公司§273.2）business report以现金当场购买（公司§273.4）with cash on the spot换发新股票（公司§279.1）replacement of old share certificates by new ones暂停营业（公司§282.1）suspends its business有停业之虞（公司§282.1）an apprehension of suspension of business重建更生（公司§282.1）constructed or rehabilitated法定代理人（公司§283.1.2）statutory representative半年之资产负债表（公司§283.1.6）semi-annual balance sheet勒令停业限期清理（公司§283.1.6）ordered to wind up and to liquidate裁定驳回（公司§284.1）dismissal of the application征询意见（公司§284.2）solicit the opinions公司重建更生（公司§285.1.2）the reconstruction or rehabilitation of the company公司以往业务经营之得失（公司§285.1.3）merits and demerits of the previous business operation of the company怠忽或不当情形（公司§285.1.3）neglect or improper practices重整方案（公司§285.1.5）reorganization proposal准许（公司§285.1.1）render a ruling公司财产之保全处分（公司§287.1.1）Disposal for preservation of the company‘s property 公司业务之限制（公司§287.1.2）Restriction on the business of the company公司履行债务（公司§287.1.3）performance of obligation of the company对公司行使债权（公司§287.1.3）Exercise of claim against the company和解（公司§287.1.4）composition转让之禁止（公司§287.1.5）Prohibition of transfer责任之查定（公司§287.1.6）Assessment of the liabilities重整监督人（公司§289.1）reorganizers supervisor债权及股东权之申报（公司§289.1.1）declaring rights of creditors and shareholders申报期间（公司§289.1.2）period for declaration借款（公司§290.5.3）Contract of loans长期性契约（公司§290.5.4）long term contracts公司权利之抛弃或让与（公司§290.5.6）Waiver or assignment of rights of the company 取回权（公司§290.5.7）retrieval破产法（公司§296.2）Bankruptcy Law事由终止（公司§297.3）extinction of the cause提存（公司§299.3）be deposited with a court表决权总额（公司§302.1）aggregate votes权利仍存续（公司§306.2.1）right is to remain in existence剩余财产（公司§306.2.2）residual property无担保重整债权人（公司§306.2.2）unsecured creditors in reorganizers按当时公平价格（公司§317.1）then prevailing fair price放弃表决权（公司§317.1）waive his voting right存续公司（公司§317.1.1.1）surviving company换股比例（公司§317.2.1.2）share swap ratio股份销除（公司§317.2.1.8）cancellation of the shares催告债权人程序（公司§318.1）the procedure of serving follow-up notice to creditors 现存财产（公司§325.2）available assets清算费用（公司§325.2）Liquidator expenses特别清算（公司§336.1）special liquidation权利之抛弃（公司§346.1.5）Relinquishment of any right公司财产保全（公司§353.1.2）preserve the property of the company关系企业（公司§369-1.1）affiliated enterprises相互投资（公司§369-10.1）mutual investment申请认许（公司§371.1）apply for recognition分公司登记（公司§371.2）branch office registration公共秩序或善良风俗（公司§373.1.1）public order or good custom代表处（公司§386.2）representative‘s office办事处（公司§386.2）business office公司之登记或认许（公司§387.1）applying for company registration or recognition委托书（公司§387.1） a power of attorney。
公司法英文对照(2)_1完整篇.doc
公司法英文对照（2）-; Article 109 The shareholders’ general committee shall prepare minutes regarding the decisions on matters considered at the meeting，which shall be signed by the directors attending the meeting. The minutes shall be maintained together with the record containing signatures of the shareholders attending the meeting and the proxy statements.; 第一百一十条：股东有权查阅公司章程、股东大会会议记录和财务会计报告，对公司的经营提出建议或者质询。
; Article 110 A shareholder is entitled to inspect the articles of association，the min utes of meetings of shareholders’ general committee and the financial and accounting reports of the company，and is entitled to make a proposal or inquiry concerning the company’s operation.; 第一百一十一条：股东大会、董事会的决议违反法律、行政法规，侵犯股东合法权益的，股东有权向人民法院提起要求停止该违法行为和侵害行为的诉讼。
; Article 111 Where a resolution adopted by the shareholders’ general committee or the board of directors violates the relevant national statutes or administrative regulations，or infringes on the rights and interests of the shareholders，a shareholder is entitled to bring a suit to the People’s Court to enjoin such illegal act or infringing act.; 第三节：董事会、经理Section Three：Board Of Directors And General Manager; 第一百一十二条：股份有限公司设董事会，其成员为五人至十九人。
《公司法英文》word版
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 JintaoPresident of the People’s Republic of ChinaOctober 27, 2005Companies Law of the People’s Republic of China(Adopted at t he 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 Commi ttee 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)ContentsChapter I General ProvisionsChapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1 IncorporationSection 2 Organizational StructureSection 3 Special Provisions on One-person Companies with Limited LiabilitySection 4 Special 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 1 IncorporationSection 2 Shareholders General AssemblySection 3 Board of Directors, and the ManagerSection 4 Board of SupervisorsSection 5 Special Provisions on Organizational Structure of Listed CompaniesChapter V Issue and Transfer of Shares of Companies Limited by SharesSection 1 Issue of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of Directors, Supervisors and Senior Managers of CompaniesChapter 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 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.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 4 The 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 5 In 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 6 Where 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 7 The 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 11 Articles 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 13 The 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 17 Companies 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 18 The 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 20 The 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 21 Proprietary 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 22 The 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 compan y, 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 1 IncorporationArticle 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 25 The 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 26 The 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 27A 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 30 After 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 jointly entrusted by them shall submit to the company registration authority such documents as a w ritten 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 31 Where 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 prescribedin the company’sArticles 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 32 After 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 35 Shareholders 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 36 Once a company is incorporated, its shareholders shall not secretly withdraw their capital contributions.Section 2 Organizational StructureArticle 37 The 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 38 The 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 39 The 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 40 The 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 41 Where 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 42 All 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 agreed upon 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 43 Shareholders 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 44 The 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 46 The 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。
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公司法英文对照（1）-; TABLE OF CONTENTS; 第一章：总则Chapter One：General Provisions; 第二章：有限责任公司的设立和组织机构Chapter Two：Establishment and Organs of Limited Liability Company; 第一节：设立Section One Establishment; 第二节：组织机构Section Two Organs; 第三节：国有独资公司Section Three. Wholly State-owned Company; 第三章：股份有限公司的设立和组织机构Chapter Three：Establishment and Organs of Joint Stock Limited Company; 第一节：设立Section One. Establishment; 第二节：股东大会Section Two. Shareholders’ general committee; 第三节：董事会、经理Section Three. Board Of Directors And General Manager; 第四节：监事会Section Four. Board Of Supervisors; 第四章：股份有限公司的股份发行和转让Chapter Four：Issue and Transfer of Shares of Joint Stock Limited Company; 第一节：股份发行Section One. Issue Of Shares; 第二节：股份转让Section Two. Transfer Of Shares; 第三节：上市公司Section Three. Listed Company; 第五章：公司债券Chapter Five：Company Bonds; 第六章：公司财务、会计Chapter Six：Financial and Accounting Affairs of Company; 第七章：公司合并、分立Chapter Seven：Merger and Division of Company; 第八章：公司破产、解散和清算Chapter Eight：Bankruptcy，Dissolution and Liquidation of Company; 第九章：外国公司的分支机构Chapter Nine：Branch of Foreign Company; 第十章：法律责任Chapter Ten：Legal Liabilities; 第十一章：附则Chapter Eleven：Supplementary Provisions; 第一章：总则Chapter One：General Provisions; 第一条：为了适应建立现代企业制度的需要，规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，根据宪法，制定本法。
; Article 1 This Law is enacted in accordance with the Constitution，in order to meet the needs of establishing a modern enterprise system，to regulate the organization and conduct of companies，to protect the lawful rights and interests of companies as well as the shareholders and creditors thereof，to maintain social and economic order，and to promote the development of the socialist market economy.; 第二条：本法所称公司是指依照本法在中国境内设立的有限责任公司和股份有限公司。
; Article 2 A company referred to herein means a limited liability company or a joint stock limited company established within China in accordance herewith.; 第三条：有限责任公司和股份有限公司是企业法人。
; Article 3 Limited liability companies and joint stock limited companies are enterprise legal persons.; 有限责任公司，股东以其出资额为限对公司承担责任，公司以其全部资产对公司的债务承担责任。
; In the case of a limited liability company，the shareholders are liable thereto to the extent of their capital contribution，and the company is liable for its debts to the extent of all of its assets.; 股份有限公司，其全部资本分为等额股份，股东以其所持股份为限对公司承担责任，公司以其全部资产对公司的债务承担责任。
; In the case of a joint stock limited company，its total capital is divided into stocks of equal value，and the shareholders are liable thereto to the extent of their share holdings，and the Company is liable for its debts to the extent of all of its assets.; 第四条：公司股东作为出资者按投入公司的资本额享有所有者的资产受益、重大决策和选择管理者等权利。
; Article 4 As contributors of capital，the shareholders of a company enjoy the rights of proprietors in proportion to their respective share of capital contributions to the company，such as deriving benefits from its assets，making major decisions，and selecting its management.公司法英文对照（2）-; 第三节：国有独资公司Section Three Wholly State-owned Companies; 第六十四条：本法所称国有独资公司是指国家授权投资的机构或者国家授权的部门单独投资设立的有限责任公司。
; Article 64 A wholly state-owned company referred to hereinmeans a limited liability company established through sole investment by a state authorized investment entity or state authorized department.; 国务院确定的生产特殊产品的公司或者属于特定行业的公司，应当采取国有独资公司形式。
; Companies designated by the State Council to produce special products or in special industries shall adopt the form of a wholly state-owned company.; 第六十五条：国有独资公司的公司章程由国家授权投资的机构或者国家授权的部门依照本法制定，或者由董事会制订，报国家授权投资的机构或者国家授权的部门批准。
; Article 65 The articles of association of a wholly state-owned company may be formulated by the state authorized investment entity or state authorized department in accordance with the provisions hereof，or may be prepared by its board of directors and submitted to the state authorized investment entity or state authorized department for approval.; 第六十六条：国有独资公司不设股东会，由国家授权投资的机构或者国家授权的部门，授权公司董事会行使股东会的部分职权，决定公司的重大事项，但公司的合并、分立、解散、增减资本和发行公司债券，必须由国家授权投资的机构或者国家授权的部门决定。
; Article 66 A wholly state-owned company shall not have a shareholders’ committee，and the state authorized investment entity or state authorized department shall authorize the board of directors to exercise part of the authorities of the shareholders’ committee，and to decide on major matters of the company，provided that matters such as merger，division or dissolution of the company，capital increase or reduction by the company，and issue of company bonds must be decided by the state authorized investment entity or state authorized department.; 第六十七条：国有独资公司监事会主要由国务院或者国务院授权的机构、部门委派的人员组成，并有公司职工代表参加。