英国公司法(修改版)_图文.ppt
英国公司法
英国公司法（Company Law）第一章注册公司的法律特征Company Law: Fundamental Principles, （2nd ed.） Stephen Griffin LLB, PITMAN Publishing, 1996THE LEGAL CHARACTERISTICS OF A REGISTERED COMPANY本章主要讲述了注册公司的基本法律特征及其发展的历史。
公司在一定意义上可以被看作是一个虚构的实体，它只不过是其管理者和员工按照团体模式经营的一种方式或手段。
依照大陆法系的分类，这种观点似乎可以被看作是法人拟制说。
但是在法律上，按照公司法的规定注册的公司，这种虚构的本质在这种程度上被忽视了，从公司成立之日起，它就是一个公司实体。
正因为如此，注册公司是一个独立的法律主体，它像一个自然人那样享有权利和承担义务。
这是公司的第一个重要的特征。
除此之外，大量的公司都具有有限责任的特点。
公司的有限责任分为股份的有限和保证的有限。
（除有特别说明，本书将主要讲股份的有限。
）有限责任是指公司股东一旦（以股票的名义价值）完全出资认购了所持有的股份，他就不再对公司的债务承担任何责任。
公司的成立导致了公司和其股东地位的分离。
因此，公司的存在不再依赖于其成员的存在于否。
成立这样一个公司最大的好处是股东的有限责任，但最大的缺点是商业隐私的缺失。
与合伙不同，注册公司必须满足许多关于披露信息的要求。
公司的概念产生于19世纪中期，但在此之前，就已存在现代公司的前身。
首先产生的是特许公司。
从17世纪起，随着世界船舶贸易的发展，特许的股份公司产生了。
股份公司是一个通过王室特许产生的，有着复杂形式的合伙企业。
特许状通常授予其在特定贸易中的垄断权。
这种公司虽然也具有独立的法律身份，但是除非特许状有特殊规定，这种企业的成员没有任何形式的有限责任。
随着股份公司的发展，股票交易也日益增多。
到18世纪前期，股票成为一些公司投机的手段。
英国公司法
英国公司法（Company Law）第十章有限责任公司股份的法律性质和特征--------------------------------------------------------------------------------作者：明月孤岑文章来源：竹月斋发表于2006年10月21日Company Law: Fundamental Principles, （2nd ed.）Stephen Griffin LLB, PITMAN Publishing, 1996THE LEGAL NATURE AND CHARACTERISTICS OF HOLDING SHARES IN A LIMITED COMPANY本章的目的是探讨不同种类的有限公司股份的法律特征，以及法院和国务大臣对股份所有权所施加的限制。
股票代表股东在公司的权益，这种权益以一定数量的金钱来衡量。
它首先包括义务，其次包括权利，但是也包括所有股东缔结的一系列双向契约。
股票的名义价值或票面价值（the nominal value）是指股东从公司购买股票所支付的最低价。
如果公司以高于票面价值的价格卖出股票，则实际价格和票面价格的差额被称为“股票溢价”（share premium），并应记载于股票溢价帐户上。
公司成员，正如我们在前面经常看到的，与股东不是一个相同的概念。
在以下几种情况下，一个人可以成为公司的成员：1、公司成立时，在公司的备忘录上签署；2、向公司成功地申请购买股票；3、向公司现有的股东购买股票；4、因公司成员的死亡或破产而继受股票。
尽管在大多数情况下，“成员”和“股东”是可以相互转换的两个名称，但有时，公司成员不是股东，而股东也可以不是成员。
例如，保证有限责任公司有成员，但没有股东。
CA1985规定，公司应当对其成员的名称、地址以及其持股程度做记录。
如果成员记录中的一些重要细节有错误时，法律规定可以修改。
股票的发行（issue）或配售（allot）通常是公司董事会决议的结果，而董事会必须有发行股票的权力。
英国公司法的新近改革英国“公司法”评介
二、英国《教育改革法》的主要 内容
英国《教育改革法》主要包括四个部分：学校、高等教育和继续教育、内伦 敦的教育问题以及其他补充条款和解释。其中，“学校”部分最为重要，涵盖了 课程设置、入学办法、经费与教职员、直接拨款的公办学校和其他等五章。
在课程设置方面，法案强调了核心学科的重要性，包括数学、科学、英语等， 并要求学校为学生提供丰富多样的课程，以培养他们的全面发展。在入学办法上， 法案推行“自由学校”政策，允许家长和社区建立自己的学校，以增加教育的选 择性。在经费与教职员方面，法案实行“直接拨款学校”制度，确保所有学校都 能得到足够的经费和优秀的教职员。
首先，政府需要继续完善相关法规和政策，为公司提供更加公平公正的竞争 环境。此外，政府还需要加强对公司的监管，确保公司的合规性和透明度。
其次，企业需要按照新的公司法规定，建立现代化的公司治理结构，提高公 司的决策效率和风险管理水平。同时，企业需要加强内部监管和风险控制，防止 可能出现的风险和问题。
一、英国公司法改革的背景
随着全球经济的快速发展，各国政府逐渐认识到公司法对于促进商业发展的 重要性和必要性。在此背景下，英国政府于2014年启动了公司法改革，旨在提高 公司的竞争力和创新性，同时增加股东权益。
Байду номын сангаас
二、英国公司法改革的主要内容
1、公司类型的修改
英国公司法改革对公司类型进行了修改。原有的公司类型包括私营有限公司、 公共有限公司和担保有限公司。改革后，英国取消了担保有限公司这一类型，同 时增加了一种新的公司类型——私人有限责任合伙（PLLP）。这一改革使得公司 形式更加灵活，满足了不同商事主体的需求。
该法案的实施，对英国教育产生了深远的影响。首先，它推动了公办学校的 改革，使其更加注重教育的质量和效果。其次，它提高了教育的选择性，使家长 和学生有更多的选择权。最后，它促进了教育公平，使所有学生都能享受到优质 的教育资源。
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》精品PPT课件(2024)
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公司的资本与股份
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公司的资本制度
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法定资本制
公司设立时，必须在章程中明确规定公司资本总额，并一次性发行、全部认足或募足，否 则公司不得成立的资本制度。
授权资本制
公司设立时，虽然要在公司章程中确定注册资本总额，但发起人只需认购部分股份，公司 就可正式成立，其余的股份，授权董事会根据公司生产经营情况和证券市场行情再随时发 行的公司资本制度。
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公司的合并、分立与 解散
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公司的合并与分立
合并类型
分立类型
包括吸收合并和新设合并，涉及公司资产 、业务、人员等的整合。
包括派生分立和新设分立，通过将公司资 产、业务等分割成两个或多个独立公司来 实现。
合并与分立程序
法律责任
需经过股东会或股东大会决议，签订合并 或分立协议，编制资产负债表和财产清单 ，通知债权人并公告等步骤。
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重整程序
债权人或债务人可向法院申请 重整，法院裁定受理后指定管 理人负责重整期间公司事务。
重整计划
管理人需制定重整计划草案并 提交债权人会议审议表决，通 过后由法院裁定批准并执行。
法律责任
重整期间公司需遵守法律规定 和管理人要求，如违反规定或 重整失败则可能面临破产清算
的风险。
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折中资本制
介于法定资本制和授权资本制之间的一种公司资本制度，它兼顾了两种资本制度的优点， 既保证了公司设立时的资本确定，又能避免公司增资的繁琐程序。
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股份的发行与转让
股份的发行
包括公开发行和非公开发行两种方式。公开发行需要符合证券法规 定的条件和程序，非公开发行则需要遵守公司章程和股东协议的规 定。
国际商法课件第五章公司法(英文)
2. The rights of shareholders
2.2 right to information and inspection Right to information :The shareholder has the right to keep himself informed about the financial and operational conditions of the corporations. Right to inspection: The shareholder has a right to inspect corporate records and documents such as shareholder lists, minutes of meetings, financial statements, and even contracts. The inspection must occur at proper times and in the proper places and, most important, must be for proper purposes.
Case Tatko owns about 2% of the shares of Tatko Brothers Slate co. Pursuant to the shareholders’ agreement, if Tatko wishes to sell his shares he is obligated to offer them first to Tatko Brothers co. at “book value”(账面值). The book value is to be determined by resort to the annual balance sheet prepared by the corporation. When Tatko informed the corporation of his interest in selling his shares, he was furnished with the corporation’s latest financial report, which contained a balance sheet listing assets, liabilities and portions of the minutes from a 1973 shareholders’ mபைடு நூலகம்eting. The accountants warned that they had neither audited nor reviewed the financial statements and expressed no opinion on them. The corporation indicated to buy the shares for $ 35,789 and to provide additional records to petitioner, but
公司法英文版.doc
公司法英文版（2）-; Article 103; In order to hold a general meeting of shareholders, notice concerning the time, venue and matters to be considered at the meeting shall be given to each shareholder twenty days in advance. In the event of an interim meeting of shareholders, the notice may be given fifteen days in advance. Where the company has issued bearer share certificates, a public notice concerning the time, venue and matters to be considered at the meeting shall be made thirty days prior to the meeting.; Shareholders individually or jointly holding three percent (3%) of the shares of the company may, ten days prior to the general meeting of shareholders, submit a temporary written proposal to the board of directors. The board of directors shall, within two days after receipt of the proposal, inform other shareholders and submit the proposal to the general meeting of shareholders for deliberation. The items contained in the proposal shall fall within the scope of powers exercised by the general meeting of shareholders and clear topic and specific matters to be considered shall be included. The general meeting of shareholders shall not decide on any matters that are not specified in aforesaid notices. Where the holders of bearer shares attend the general meeting of shareholders, they shall deposit the shares with the company five (5) days earlier before the date of the meeting up till the closingdate of the meeting.; Article 104; When a shareholder attends the general meeting of shareholders, each share he holds is entitled to one vote. However, the share held by the company itself shall not have the voting right. A resolution adopted by the general meeting of shareholders requires affirmative votes by a majority of the votes held by shareholders attending the meeting. The resolution with regards to amendment to the articles of association, increase or decrease of registered capital, merger, division or dissolution of the company or change of the form of the company requires affirmative votes by at least two-thirds of the votes held by shareholders attending the meeting.; Article 105; Where it is stipulated in this Law or the articles of association that the assignment or receipt of the company s major assets or provision of security shall be determined at the general meeting of shareholders, the board of directors shall, in a timely manner, convene the general meeting of shareholders that will vote on aforesaid matters.; Article 106; The general meeting of shareholders shall adopt accumulative voting system when voting on the election of directors or supervisors in accordancewith the articles of association or the resolution adopted by the shareholders general meeting. The accumulative voting system referred to herein means that in the election of the directors or supervisors at the general meeting, the number of votes attached to each share held by a; shareholder shall be equal to the number of candidates. A shareholder can multiply his voting shares by the number of candidates and vote them all for one person for director or supervisor.; Article 107; A shareholder may attend a general meeting of shareholders by proxy, the proxy holder shall present the proxy statement issued by the shareholder to the company, and shall exercise his voting rights to the extent authorized by the proxy.; Article 108; The general meeting of shareholders shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the chairman of the meeting and directors attending the meeting. The minutes shall be maintained together with the record containing signatures of the shareholders attending the meeting and the proxy statements.; Section Three Board of Directors and General Manager公司法英文版（2）-; Article 109; A joint stock limited company shall have a board of directors, which shall be composed of not fewer than five but not more than nineteen members.; The members of the board of directors shall include representatives of the staff and workers of the company. Such representatives of the staff and workers shall be democratically elected by the staff and workers of the company through the congresses or assemblies of the workers and staff members or other forms.; The provisions of Article 46 on the term of directors of a limited liability company shall apply to that of the directors of a joint stock limited company.; The provisions of Article 47 on the functions and powers of the board of directors of a limited liability company shall apply to that of the board of directors of a joint stock limited company.; The board of directors shall have a chairman, and may have one or two vice-chairmen. The chairman and vice-chairman shall be elected by the board of directors through affirmative votes by more than half of all the directors.; The chairman shall convene and preside over meetings of the board of directors and supervise the implementation of resolutions adopted by the board of directors. The vice-chairman shall assist the chairman in his work. Where the chairman is unable to or does not exercise his authorities, the vice-chairman appointed by the chairman shall exercise such authorities in his capacity. Where the vice chairman is unable to or does not exercise his authorities, a director jointly nominated by more than half of all the directors shall exercise such authorities.; Article 111; The board of directors shall hold meetings at least twice a year, and notice shall be given to all directors and supervisors ten days in advance. Shareholders representing one tenth of voting rights, or one third or more of all the directors or supervisors may propose to have an interim meeting of the board. The Chairman, within ten days after receipt of such proposal, may convene and preside over a meeting of the board. Where an interim meeting of the board of directors is to be held, the method and time limit for notification for convening the interim meeting may be prescribed separately.; A meeting of the board of directors may not be held unless attended by more than half of the directors. A resolution adopted by the board of directors requires affirmative votes by more than half of all the directors.; In the voting procedures, one director shall represent one vote.; Article 113; A meeting of the board of directors shall be attended by each director in person. Where a director is unable to attend the meeting for cause, he may issue a written proxy entrusting another director to attend on his behalf, and the proxy shall set forth the scope of authorization.; The board of directors shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the directors attending the meeting and the person preparing the minutes.; The directors shall be responsible for resolutions adopted by the board of directors. Where a resolution of the board violates any national statutes, administrative regulations or the articles of association, and causes the company to incur serious loss, those directors participating in the adoption of the resolution are liable to the company for damages. Provided, however, if a director is proven to have dissented at the vote adopting such resolution and such dissension was noted in the minutes, then the director may be exemptfrom liability.; Article 114; A joint stock limited company shall have a general manager, to be appointed or removed by the board.公司法英文版（2）-; The provisions of Article 50 on the functions and powers of the manager of a limited liability company shall apply to the manager of a joint stock limited company.; Article 115; The board of directors of the company may decide that a board member is to serve concurrently as the general manager.; Article 116; A joint stock limited company must not directly, or through its affiliate companies, borrow money from its directors, supervisors or senior officers.; Article 117; A joint stock limited company shall disclose on regular basis the remuneration of its directors, supervisors and senior officers.; Section Four Board of Supervisors; Article 118; A joint stock limited company shall have a board of supervisors, which shall be composed of not fewer than three (3) members.; The board of supervisors shall be composed of the shareholders’ representatives and representatives of the workers of the company. The number of the workers representatives shall not be lower than one third of all the supervisors, the specific percentage of which shall be determined in the articles of association. The workers’ representatives on the board of supervisors shall be democratically elected by the workers of the company through the congresses or assemblies of the workers and staff members or other forms. The board of supervisors shall have one chairman that shall be elected by more than half of all the supervisors. The meetings of the board ofsupervisors shall be convened and presided over by the chairman of the board. In the event that the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of all the supervisors.; A director and a senior officer may not serve concurrently as a supervisor.; The provisions of Article 52 on the term of the supervisor of a limited liability company shall apply to the supervisor of a joint stock limited company.; Article 119; The provisions of Article 54 and Article 55 on the functions and powers of the board of supervisors of a limited liability company shall apply to the board of the supervisors of a joint stock limited company.; Reasonable expenses necessary for supervisors to performance their duties shall be borne by the company.; Article 120; The board of supervisors shall convene a meeting at least every six months. An interim meeting of the board may be called at the request of supervisors.; The rules of deliberation and voting procedures for the board ofsupervisors shall be stipulated by the articles of association of the company.; The board of supervisors shall prepare a minute of the meeting signed by all supervisors attending the meeting.; Section Four Special Provisions on the Structure of a Listed Company; Article 121; A listed company referred to herein means a joint stock limited company whose shares are listed and traded on a securities exchange.; Article 122; Any purchase or sale of major assets within one year or provision of a security in an amount in excess of thirty percent (30%) of the total assets by a listed company shall be deliberated and determined at a general meeting of shareholders and the resolution adopted by such a meeting requires affirmative votes by shareholders representing two-thirds of the voting rights.; Article 123; A listed company shall have independent directors the specific method of which shall be determined by the State Council.; Article 124公司法英文版（2）-; A listed company shall have a secretary of the board of directors whose responsibilities include the preparation of the general meeting of shareholders and meetings of the board of directors, maintenance of documents, share management as well as relevant matters concerning information disclosure.; Article 125; The director of a listed company affiliated with the enterprise involved in the matters discussed by the board of directors shall not exercise his own, or represent other directors to exercise voting right for such matters. The meeting of the board of directors may be held once more than half of the unaffiliated directors will be present. The resolution made by the meeting of the board shall be adopted by more than half of all such directors. Where there are not more than three (3) unaffiliated directors, the relevant matters shall be forwarded to the general meeting of shareholders for deliberation.; Chapter Five Issue and Transfer of Shares of Joint Stock Limited Companies; Section One Issue of Shares; Article 126; The capital of a joint stock limited company shall be divided into shares, and all the shares shall be of equal value.; Shares of the company are represented by share certificates. A share certificate is a certificate issued by the company certifying the share held by a shareholder.; Article 127; When shares are issued, the principles of openness, fairness, and equity shall be followed, and each share in the same class must have the same rights and receive the same interests.; For shares issued at the same time, each share shall be issued on the same conditions and at the same price. All entities or individuals subscribing for shares shall pay the same price for each share.; Article 128; The issuing price per share may be at par value, or above par value, but may not be below par value.; Article 129; A share certificate shall be in paper form or in other forms prescribed by the securities regulatory authority under the State Council.; A share certificate shall set forth the following major items:; (1) the name of the company;; (2) the company’s date of registration and establishment;; (3) the class and par value of the shares and the number of shares represented;; (4) the serial number of the share certificate.; The share certificate shall be signed by the chairman of the board, and the company’s chop shall be impressed thereon.; Share certificates held by the sponsors shall be marked with the words Sponsors’ Share.; Article 130; Share certificates issued by the company may be in the form of either registered share certificates or bearer share certificates.; Share certificates issued by the company to its sponsors or legal persons shall be registered share certificates bearing the names of such sponsors or legal persons, and may not be registered under any other names or in the names of their legal representatives.; Article 131; A company issuing registered share certificates shall maintain a record of shareholders, which shall set forth the following:; (1) the name and domicile of each shareholder;; (2) the number of shares held by each shareholder;; (3) the serial numbers of share certificates held by each shareholder;; (4) the date on which each shareholder acquired his shares.; A company issuing bearer share certificates shall record the number of such share certificates, their serial numbers and their issuing dates.公司法英文版（2）-; Article 132; The State Council may make separate stipulations relating to a company’s issuance of shares of classes other than those prescribed herein.; Article 133; Upon registration and establishment, a joint stock limited company shall promptly deliver the share certificates to its shareholders officially. Prior to registration and establishment, the company may not deliver any share certificate to its shareholders.; Article 134; Where a company is to issue new shares, the general meeting of shareholders or the board of directors shall adopt a resolution concerning thefollowing in accordance with the articles of association:; (1) the classes and number of the new shares;; (2) the issuing price of the new shares;; (3) the commencing and ending dates of issuance of the new shares;; (4) the classes and number of new shares issued to the existing shareholders.; Article 135; When a company is approved by the securities supervision and administration department under the State Council to issue new shares to the public, it shall make public the prospectus for the issue of new shares, its financial and accounting statements, and shall prepare the subscription form.; The provisions of Article 88 and Article 89 shall apply to the issue of new shares.; Article 136; In issuing new shares, a company may determine the pricing scheme in light of the business operation and financial conditions of the company.; Article 137; Upon full receipt of the share proceeds from the company’s newly issued shares, the company shall carry out amendment registration with the company registration authority and shall make a public announcement.; Section Two Assignment Of Shares; Article 138; Shares held by a shareholder may be assigned in accordance with the law.; Article 139; Assignment of shares by a shareholder must be carried out at a lawfully established securities exchange or in other manners stipulated by the State Council.; Article 140; Assignment of registered share certificates is effected by the shareholder’s endorsement thereof or by other methods prescribed by the relevant national statutes or administrative regulations. In the case of assignment of registered share certificates, the company shall record the assignee’s name and domicile on the record of shareholders.; Alteration registration for the record of shareholders referred to in the preceding paragraph shall not be carried out for a period of twenty days prior to the holding of a general meeting of shareholders, or five days prior to the record date for the purpose of dividend distribution determined by the company. However, where such change of shareholders is otherwise stipulated by the law, such stipulations shall apply.; Article 141; Assignment of bearer share certificates takes effect upon delivery thereof by the shareholder to the assignee.; Article 142; Shares of a company held by its sponsors may not be assigned for a period of one year commencing from the date of the company’s establishment. Shares that have been issued before the public offer shall not be transferred for a period of one year commencing from the date of trading of the company s shares on a stock exchange.; The directors, supervisors and senior officers of the company shall report to the company the number of the company’s shares held thereby and any change of such shareholding. The shares transferred within their term of office each year shall not exceed twenty-five percent (25%) of the total shares of the company held by them. Shares of the company held by aforesaid people shallnot be transferred for a period of one year commencing from the date of trading of the company s shares on a stock exchange. These people, within half of the year from their departure from the company, shall not transfer the shares of the company held by them. The articles of association may otherwise provide for restrictions on the transfer of the shares of the company held by its directors, supervisors and senior officers.公司法英文版（2）-; Article 143; A company may not purchase its own shares, except in the following cases:; (1) reducing the company’s registered capital;; (2) merging with another company holding shares of the company;; (3) granting incentive shares to the staff and workers of the company;; (4) requesting the company to purchase its own shares where shareholders of the company oppose the decision on merge or division of the company made at a general meeting of shareholders.; A resolution shall be adopted by a general meeting of shareholders in the event of a purchase as described in the above items from (1) through (3). The original shares, after the company has purchased its own shares in the case as described in item (1), shall be cancelled within ten days of such purchase. In the cases as described in item (2) and (4), the shares shall be transferred or canceled within six months of such purchase.; The shares of the company purchased by itself in the case as described in item (3) shall not exceed five percent (5%) of the total shares issued by the company. The fund for such purchase shall be paid out of the after-tax profits of the company and the shares purchased shall be transferred to the staff and workers within one year of such purchase.; The company may not accept its own shares as the collateral under a security arrangement.; Article 144; If a registered share certificate is stolen, lost or destroyed, the shareholder may petition a people’s court for the invalidation thereof throughthe public notice procedure prescribed in the Civil Procedural Law of the People’s Republic of China.; After the people’s court has invalidated such share certificate through the public notice procedure, the shareholder may apply to the company for re-issuance of a certificate for the share.; Article 145; The shares of a company approved for listing shall be listed in accordance with laws, administrative regulations and trading rules set forth by a stock exchange.; Article 146; A listed company shall make public its financial conditions and operating conditions in accordance with the relevant laws and administrative regulations, and shall make public its financial and accounting reports semiannually in each fiscal year.; Chapter Six: Qualifications and Obligations of Directors, Supervisors and Senior Officers; Article 147; A person in any of the following categories may not serve as a director,supervisor, or the general manager of a company:; (1) without civil capacity or with limited civil capacity;; (2) having been sentenced to prison for the following crimes, and completion of the sentence being less than five years ago: embezzlement, bribery, conversion of property, misappropriation of property, sabotage of social economic order; or having been deprived of political rights as a result of a criminal conviction, and completion of such sanction being less than five years ago;; (3) having served as a director, the factory chief, or the general manager of a company or enterprise which underwent bankruptcy liquidation as a result of mismanagement, and being personally responsible for such bankruptcy, and completion of the bankruptcy liquidation being less than three years ago;; (4) having served as the legal representative of a company or enterprise whose business license was revoked due to its violation of law, and being personally responsible for such revocation, and such revocation occurring less than three years ago;; (5) in default of personal debt of a significant amount.; If the company elects or appoints a director or supervisor or employs the senior officer in violation of the above paragraph, such election, appointment or employment is invalid. The company shall remove the director, supervisor orsenior officer once the circumstances described in item (1) occur.公司法英文版（2）-; Article 148; A director, supervisor, or the general manager shall abide by laws, administrative regulations and articles of association of the company and shall have the fiduciary and diligent duties to the company.; A director, supervisor, or the senior officer may not abuse their authorities by accepting bribes or generating other illegal income, and may not convert company property.; Article 149; The director and senior officer:; (1) may not misappropriate company funds;; (2) may not deposit company assets into an account in his own name or in any other individual’s name;; (3) may not loan company funds to other people or give company assets as security for the debt of any other individual without the approval of the shareholders meeting, general meeting of shareholders or the board of directors in violation of the articles of association;; (4) may not execute any contract or engage in any transaction with the company in violation of the articles of association or without the approval of the shareholders meeting or the general meeting of shareholders;; (5) may not use the favorable conditions and conveniences to seek the business opportunities that shall belong to the company to engage in the same business as the company in which he serves as a director or the senior officer either for his own account or for any other person’s account without the approval of the shareholders meeting or the general meeting of shareholders;; (6) may not accept and possess the commissions paid by others for transactions conducted with the company;; (7) may not disclose company confidential information without authorization;; (8) may not engage in other activities in violation of his fiduciary duties.; Article 150; If a director, supervisor or the senior officer causes detriment to the company while performing his duties in violation of laws, administrative regulations or the articles of association, he shall be liable for the loss so caused.; Article 151; Where the shareholders meeting or the general meeting of shareholders requires a director, supervisor or the senior officer to be present at meetings, they shall be present at meetings and answer the inquiries of shareholders.; A director or senior officer shall provide the board of supervisors or the supervisors of a limited liability company without a board of supervisors with genuine documents and information and shall not obstruct the board of supervisors or supervisors from performing duties.; Article 152; Where a director or senior officer is involved in the circumstance as described in Article 150, the shareholders of a limited liability company or a joint stock limited company that individually or jointly hold one percent (1%) of the total shares for consecutive 180 days may request in writing the board ofsupervisors or the supervisors of a limited liability company without a board of supervisors to file suit before a people s court. Where a supervisor is involved in the circumstance as described in Article 150, aforesaid shareholders may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file suit before a people s court.; Where the board of supervisors or the supervisors of a limited liability company without a board of supervisors, or the board of directors or the executive director refuses to file suit after receipt of the written request mentioned above, or does not file suit within thirty days of the receipt of the same, or comes across an emergency where, if no immediate actions are taken, the company s interests shall be incurably impaired, then the shareholders may, for the interest of the company and on their own behalf, directly file suit before a people s court.。
英国法律制简介(共46张PPT)
and follow a set of rules, which operate on a harsh level.
When the common law failed to give redress, equity came about because of the rigid and inflexible approach of the common law judges in a number of situations.
The commonly used equitable remedies are specific performance and injunction.
The equitable rights and remedies are given only at the discretion of the court, whereas any common law right or remedy is given as of right.
Writing in 350 BC, the Greek philosopher Aristotle declared, "The rule of law is better than the rule of any individual."
Characteristics of English Law (1)
The Introduction to the UK Legal
System
What is law?
Law is a system of rules, usually enforced through a set of institutions.
英国公司法
英国公司法（Company Law）第十章有限责任公司股份的法律性质和特征--------------------------------------------------------------------------------作者：明月孤岑文章来源：竹月斋发表于2006年10月21日Company Law: Fundamental Principles, （2nd ed.）Stephen Griffin LLB, PITMAN Publishing, 1996THE LEGAL NATURE AND CHARACTERISTICS OF HOLDING SHARES IN A LIMITED COMPANY本章的目的是探讨不同种类的有限公司股份的法律特征，以及法院和国务大臣对股份所有权所施加的限制。
股票代表股东在公司的权益，这种权益以一定数量的金钱来衡量。
它首先包括义务，其次包括权利，但是也包括所有股东缔结的一系列双向契约。
股票的名义价值或票面价值（the nominal value）是指股东从公司购买股票所支付的最低价。
如果公司以高于票面价值的价格卖出股票，则实际价格和票面价格的差额被称为“股票溢价”（share premium），并应记载于股票溢价帐户上。
公司成员，正如我们在前面经常看到的，与股东不是一个相同的概念。
在以下几种情况下，一个人可以成为公司的成员：1、公司成立时，在公司的备忘录上签署；2、向公司成功地申请购买股票；3、向公司现有的股东购买股票；4、因公司成员的死亡或破产而继受股票。
尽管在大多数情况下，“成员”和“股东”是可以相互转换的两个名称，但有时，公司成员不是股东，而股东也可以不是成员。
例如，保证有限责任公司有成员，但没有股东。
CA1985规定，公司应当对其成员的名称、地址以及其持股程度做记录。
如果成员记录中的一些重要细节有错误时，法律规定可以修改。
股票的发行（issue）或配售（allot）通常是公司董事会决议的结果，而董事会必须有发行股票的权力。
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.。
英国公司法
UK Company Law Topic Gateway Series No. 14About Topic GatewaysTopic Gateways are intended as a refresher or introduction to topics of interestto CIMA members. They include a basic definition, a brief overview and a fuller explanation of practical application. Finally they signpost some further resources for detailed understanding and research.Topic Gateways are available electronically to CIMA members only in the CPD Centre on the CIMA website, along with a number of electronic resources.About the Technical Information ServiceCIMA supports its members and students with its Technical Information Service (TIS) for their work and CPD needs.Our information specialists and accounting specialists work closely together to identify or create authoritative resources to help members resolve their work related information needs. Additionally, our accounting specialists can help CIMA members and students with the interpretation of guidance on financial reporting, financial management and performance management, as defined in the CIMA Official Terminology 2005 edition.CIMA members and students should sign into My CIMA to access these services and resources.The Chartered Institute of Management Accountants26 Chapter StreetLondon SW1P 4NPUnited KingdomT.+44 (0)20 8849 2259F. +44 (0)20 8849 2468E.tis@UK Company Law - updatedDefinition and conceptCompany Law (known as Corporate Law in some countries) refers to the formation and governance of corporate entities. In the UK, the responsible body is the Corporate Law and Governance Directorate of the Department for Business, Enterprise and Regulatory Reform (BERR), formerly the Department of Trade and Industry (DTI). This directorate also represents UK interests in the development of EU company law. It is worth noting that some matters are dealt with in law while other aspects of corporate governance are dealt with in codes of best practice.ContextIn the current syllabus, CIMA students will learn and may be examined on this topic in paper C5 Business Law, Financial Analysis (paper P8) and Financial Accounting and Tax Principles (paper P7).OverviewThe main piece of legislation is the Companies Act 2006 (CA 06). This new Act is the largest single piece of legislation ever passed by the UK Parliament, and is the product of eight years of consultation on company law reform. CA 06 is a consolidation of all the company law provisions of CA 85, CA 89 and the Companies (Audit, Investigations and Community Enterprise) Act 2004 orC(AICE) 04.The elements of those acts which were not incorporated into CA 06 relate to community enterprise companies or to investigations which are wider in scope than just companies. These remnants are listed in paragraphs 9 and 10 of the explanatory notes to CA 06 which can be found on the BERR Companies Act web pages. Effectively CA 06 repeals and replaces about two-thirds of CA 85.The Government’s motivation for CA 06 was to increase shareholder engagement and to promote a long-term view of investment, rather than decisions made on the basis of immediate returns. It also aimed to simplify regulation by ‘thinking small first’, recognising that the vast majority of UK companies are small, and to achieve cost savings for industry.Other significant developments incorporated into CA 06 include:• a statutory statement of directors’ duties•encouragement for electronic communication with shareholders•protection against liability for forward-looking statements.See below for further detail.BERR list the benefits of the CA 06 to companies, shareholders and others at: /bbf/co-act-2006/Major%20Benefits%20to%20Business/page35194.html [Accessed 25 April 2008]Companies Act 2006The Companies Act 2006 is available online at:/acts/acts2006a.htm[Accessed 25 April 2008]The main sections likely to be of interest to members are (but are not confinedto):Directors’ duties (sections 170 -177). CA 06 embedded in statute the conceptof Enlightened Shareholder Value, which introduced a statutory statement of directors’ duties. This clarified that directors must continue to promote thesuccess of the company for the benefit of its shareholders. However, they alsohave to take into account wider factors such as the company’s impact on the environment and the need to foster relationships with customers, suppliers andother stakeholders.Contents of Directors’ Report and Business Review (sections 416-417)Electronic Communication with Shareholders (Schedule 5, Part 3). The goalis to make it common practice for shareholders to vote electronically, and for companies to distribute annual reports and other communications electronically.This is one of the biggest money (and tree) saving aspects of the Act, hence itsearly implementation.Forward looking statements (section 463). Directors are protected against statements (including forward looking statements which didn’t subsequentlycome true) if they were made in good faith and carefully. A director can be heldliable for statements in the directors’ report only if the director knew they wereuntrue or misleading (or was reckless as to whether they were untrue ormisleading) or if the director knew an omission was dishonestly concealing amaterial fact.Auditor liability (sections 534 – 538). With the agreement of the companyand the approval of shareholders, auditors are allowed to limit their liability (using a specified monetary cap, a formula or other means). The limit must be no less than what is ‘fair and reasonable’, considering the nature of the auditors’ responsibilities and what is expected of them.There is also a useful index of defined expressions at Schedule 8 of the Act, at: /acts/acts2006/ukpga_20060046_en_85[Accessed 25 April 2008]Phased implementationCA 06 gained the Royal Assent in late November 2006, at which point only asmall proportion of its provisions were implemented. Those mainly related to theEU Transparency Directive which had to be implemented by January 2007, and included the statutory basis for directors’ liability in respect of the BusinessReview.Other provisions will be implemented by a succession of Regulations over the following three years, with the aim that the entire Act will be in force by 1October 2009. This represents a slippage of the original timetable, to accommodate Companies House’ concerns about its readiness for an October2008 implementation of certain provisions.BERR has published a final implementation timetable called the Table of Commencement Dates which is usefully colour-coded according to the different implementation dates. Annoyingly, BERR advises that this should not be seen asthe definitive timetable, and it advises users to refer to the individual commencement orders on the OPSI website. Unless advised otherwise, this is the timetable. Available from: /bbf/co-act-2006/index.html [Accessed 25 April 2008]Other legislation: Limited liability partnerships•The Limited Liability Partnerships Act 2000 created a new form of organisation for businesses, the Limited Liability Partnership (LLP). LLPs needto be registered at Companies House, and are subject to the same rules asprivate limited companies in respect of registration and audit. It has not beensignificantly amended by CA 06. Available from:/ACTS/acts2000/20000012.htm[Accessed 25 April 2008]•The Limited Liability Partnerships Regulations 2001 (Statutory Instrument 2001 No.1090) adds reference to LLPs to the then CA 85 and 89, InsolvencyAct 86 and Company Directors Disqualification Act 1986.Other legislation: Regulatory matters•The Companies (Audit, Investigations and Community Enterprise) Act 2004 at made the system of supervising auditors more independent, strengthened theenforcement of accounting and reporting requirements (reflecting the newrole of the Financial Reporting Council) and introduced a new category ofcompany, the community interest company. CA 06 repealed some of CAICE,please see Schedule 16 of CA 06. Available from:/acts/acts2004/ukpga_20040027_en_1[Accessed 25 April 2008]Other legislation: Directors’ responsibilities•The Company Directors Disqualification Act 1986covers the various grounds on which a person can be disqualified from holding office as a director, andhas not been amended by CA 06. Guidance about the Act is available fromthe Insolvency Service website. Available from:/guidanceleaflets/Guides.htm#5[Accessed 25 April 2008]Other legislation: InsolvencyThe main Acts (covering company liquidation, bankruptcy, receivership and administration) are the Insolvency Act 1986, as amended by Insolvency Acts 1994(two Acts) and 2000. It has been amended only slightly by CA 06.Other legislation: audit exemption limitsThe Companies Act 2006 (Amendment) (Accounts and Reports) Regulations 2008 (SI2008/393) has introduced new thresholds for audit exemption which apply for financial years beginning on or after 6 April 2008. These regulations can be found at:/si/si200803[Accessed 25 April 2008]Briefly, the new limits to be considered a small company are £6.5m turnover and balance sheet totals of less than £3.26m. Please read the full guidance for the medium sized company limits and the arrangements for companies hovering about the thresholds. Available from:/bbf/financial-reporting/small-companies/page45467.html [Accessed 25 April 2008]Other legislation: investor mattersThe Companies (Inspection and Copying of Registers, Indices and Documents) Regulations 1991 (Statutory Instrument 1991 No. 1998) Act contains requirements for inspection and provision of copies of statutory registers. It has not been amended by CA 06. Available from:/si/si1991/Uksi_19911998_en_1.htm[Accessed 25 April 2008]The Companies (Registers and other Records) Regulations 1985 (Statutory Instrument 1985 No. 724) contains requirements for keeping statutory registers, including retention in electronic form. It has not been amended by CA 06.Other legislationThe Corporate Manslaughter and Corporate Homicide Act gained the Royal Assent in July 2007, and the majority of it came into force on 6 April 2008. It aims to better hold to account senior management of companies and other organisations where their failings have fatal consequences. It complements, rather than replaces, health and safety legislation and can be found at:/acts/acts2007/ukpga_20070019_en_1[Accessed 25 April 2008]The Act applies to corporations operating in the UK (including charities and voluntary organisations where they are bodies corporate), government departments as listed in the Act, partnerships and trade associations. Individuals cannot be prosecuted under the new Act as the statutory offence of ‘corporate manslaughter’ (‘corporate homicide’ in Scotland) only applies to organisations. However, as now, directors and senior managers can be prosecuted under common law for ‘gross negligence manslaughter’ or under section 37 of the Health and Safety at Work Act 1974.In conjunction with the Institute of Directors, the Health and Safety Executive has published guidance ‘Leadership Actions for Directors and Board Members’ which is available at: /pubns/indg417.pdf[Accessed 25 April 2008]UK company law in practiceRegulators and their remitsThe Companies Act delegates the following powers to other bodies (source:FRCwebsite).Role BodyIssue of accounting and reporting standards (s464) ”any body or bodies as may be prescribed by regulations”.Recognition, supervision and de-recognition of those accountancy bodies responsible for supervising the work of auditors or offering an audit qualification. Professional Oversight Board For Accountancy (POBA).Ensuring that the financial information provided by public and large companies complies with Companies Act requirements.Enforcing compliance with the directors’ report requirements of the Companies Act.Monitoring compliance with the listing rules of issuers of listed securities. Financial reporting and review panel (FRRP).Legislative processIn the UK, there are several stages to the legislative process:•Green paper – a consultation document intended to encourage comment from stakeholders and politicians. Not all green papers make it to the next stage, and there is no requirement for a green paper stage. There may have been preceding discussion and consultation, but this is generally felt to be the first stage at which thoughts become focused and reasonably specific.•White paper – a document outlining the proposed policy.•Draft Bill – there is no requirement for a Draft Bill, but the current Government announced its intention to publish more Draft Bills to encourage more pre-legislative scrutiny of proposals. Draft Bills before Parliament are listed on the UK Parliament website. Available from:/bills/draftbills.cfm[Accessed 25 April 2008]•Bill – passes through both Houses of Parliament. The House of Commons Weekly Information Bulletin lists at what stage are the Bills currently before the House. The full text of Bills can be found from the ParliamentaryInformation Management Service Bill index. Bills become Acts once theyhave passed all stages within both Houses of Parliament and receive Royal Assent.Act – legislation is published (mostly in print first, but occasionallyelectronically) in batches depending upon the parliamentary timetable.Available from: /AC.asp#top[Accessed 25 April 2008]Forthcoming company law legislation or regulationSince the CA 06 was such a comprehensive act, there is unlikely to be another Companies Act for a good many years. The Government has promised a ‘stable platform’ at least in respect to reporting requirements. However, there will be a sequence of regulations to introduce various provisions of CA 06, according to the implementation timetable above. This Topic Gateway will be periodically updated but may lag behind developments. We recommend that users monitor the BERR Companies Act 2006 web pages.The full text of all Bills currently before the UK Parliament can be found on the UK Parliament website. Available from: /bills/ [Accessed 25 April 2008]Further informationFull text articles from Business Source Corporate through My CIMA/mycima[Accessed 25 April 2008]Borrie, S. and Stojanovic, A.The United Kingdom's corporate law overhaul: the Companies Act 2006. Corporate Governance Advisor, January 2008, Volume 16, Issue 1, pp 29-32. Provides a good overview, written by lawyers.Gray, R. In good company. Lawyer, 10/1/2007, Volume 21, Issue 38, p. 31. Outlines the situation in Northern Ireland in respect of the extension of the Companies Act 2006.Holden, S. W. Pain and litigation. International Financial Law Review, October 2007, Volume 26, Issue 10, p. 47. Argues that the codification of directors' duties might result in the loss of flexibility inherent in common law and equitable principles which previously governed this area, and thinks that one effect of the act will be increased litigation.Howell, A. and Shepherd, T. Mind the cap. Accountancy, July 2007, Volume 140, Issue 1367, pp 125-126. Discusses the new powers for auditors to negotiate liability limitation agreements (LLAs). Outlines the impact on accountants and auditors.King, R. and Philipson, K. Go carefully. Accountancy Age, 9/20/2007, p. 17. Advises readers not to underestimate the implications of the new rights for shareholders to mount derivative actions against directors. Includes a checklist for FDs and advisers.Mirchandani, N. and Huntsman, R. Directors’ cut. Lawyer, 11/19/2007, Volume 21, Issue 45, p. 31. Argues that the combination of the CA 06, the increased attention paid by the FSA to senior management of the organisations it regulates, and the rise in shareholder activism means that directors can expect their responsibilities to be more onerous than they were, say five years ago.Signposts readers to useful guidance from The GC100 (a group of senior in-house lawyers of FTSE 100 companies) on compliance with the duties outlined in the Companies Act.Sykes, C. and Peijun X. Companies Act 2006: directors' duties.Credit Management, March 2008, pp 23-24. A good overview, including discussion of whether the Act will inhibit individuals from holding multiple directorships; or whether the new powers for derivative actions might lead to a flurry of test cases, especially during sensitive times such as takeovers.BooksEbooks available to CIMA members at: [Accessed 25 April 2008]Harper, J. (2007). Chairing the Board: a practical guide to activities and responsibilities. London: Kogan Page. Updated to account for CA 06.Henriques, A. (2007). Corporate truth: the limits to transparency. London: Earthscan. Argues that accountability and transparency fall far short of what society should expect. Although there has been an increase in the extent to which corporate reports include societal or environmental impacts, the quality of many of these reports could be improved. Reporting such impacts (transparency) is not enough as action (accountability) is also necessary.Inkpen, A. and Ramaswamy, K. (2006). Global strategy: creating and sustaining advantage across borders. New York: Oxford University Press. (Strategic Management Series). This book is about globalisation, rather than company law, but it includes some interesting material on legal and governance matters.It argues that international strategy is not just an extension of classic strategic analysis, because it requires companies to deal with (and sometimes exploit) differences in legal and governance matters when doing business across international boundaries.The book includes useful analysis, for example, of countries which offer similar levels of investor protection because of their shared common-law origins of company law. This is in comparison to those countries whose company law originates from French civil law.Knell, A. (2006). Corporate Governance:how to add value to your company: a practical implementation guide. London: Elsevier(2006). Doing business 2007: how to reform: comparing regulation in 175 economies. Washington, DC: World Bank. Self-explanatory title for an interesting guide to the pace and extent of reform in other countries. A snapshot of the reforms undertaken in 2005-2006 to simplify business regulations, to increase access to credit, to reduce the costs of importing and exporting, and to strengthen property rights.CIMA PublicationsStarovic, D. and Hayward, C. The role of the non-executive director: making corporate governance work. (PDF 312KB). CIMA Technical Guide, April 2003. Available from: /technicalguides[Accessed 25 April 2008]Emphasises the role that finance professionals have to play in ensuring good governance by providing relevant and timely information to their boards.CIMA MastercoursesList of CIMA Mastercourses available from Law Regulatory and Tax page. /cps/rde/xchg/live/root.xsl/26320.htm[Accessed 25 April 2008]Company law update: how the changes affect youCompany secretarial practice for PLCsCompany secretarial practice for support staffDirectors and their dutiesNarrative reporting in practiceThe role of the company secretaryUnderstanding commercial contracts (one and two day courses)Other publicationsFRC guidance on auditor liability limitation agreements. At the time of writing in April 2008, only the draft guidance was available, although the relevant section of the Companies Act had just been implemented. Final guidance from the FRC working party will be published at:/about/auditorliability.cfm[Accessed 25 April 2008]Best practice guidance on how to comply with CA 06 - CG100 (aka General Counsel 100, the general counsels of FTSE 100 companies) is available at: /6-378-7923[Accessed 25 April 2008]Directors’ duties: sleepless nights or business as usual? Published by the Institute of Directors. Available from: [Accessed 25 April 2008]Directors and Secretaries Guide - GBA1. Guidance from Companies House. Available from: /about/gbhtml/gba1.shtml [Accessed 25 April 2008]WebsitesOffice of Public Sector Information . Full text of all Acts of Parliament and Statutory Instruments since 1996 (and since 1988 in some cases). Availablefrom: [Accessed 25 April 2008]UK Parliament – live coverage of Parliament, future business, Parliamentary Committee pages and full text of all Bills currently before the UK Parliament website. A list of useful fact sheets is at:/parliamentary_publications_and_archives/factsheets.cfm#leg[Accessed 25 April 2008]Hansard – edited verbatim proceedings of the proceedings in the Commons Chamber, Westminster Hall and Standing Committees (Commons Hansard); and the Lords Chamber and its Committees (Lords Hansard). Available from: /pa/pahansard.htm[Accessed 25 April 2008]Department for Business, Enterprise and Regulatory Reform. Government department (formerly known as DTI) which aims to support business success. Available from: [Accessed 25 April 2008]Companies House. P ublishes many guidance documents explainingCompanies Act requirements for various activities such as company formation.No responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication can be accepted by the authors or the publishers. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means method Copyright ©CIMA 2006First published in 2006 by:The Chartered Institute ofManagement Accountants26 Chapter Street。
2006英国公司法修改
英国公司法的主要渊源为制定法和判例法。
另外，欧盟涉及公司法的条约、规章以及指令，欧盟法院的相关判决都对英国公司法的发展产生重要的影响。
英国现行最重要的公司制定法为《2006年公司法》，该法于2006年11月8日获得英国女王御准，各部分先后生效，最终于2009年10月1日全部生效。
本次公司法修订历时8年，改动巨大，原《1985年公司法》中的三分之一条款被删除，三分之一条款被修改，其余的三分之一内容得以保留，虽然其力求简洁，但条款从原来的747条不可思议地增加到1300条，并有16个附件，这也使得《2006年公司法》成为英国篇幅最长的单行立法。
此次修法的最重要的原则是小公司优先原则（Think Small First），即公司法主要是为95%的小公司服务的。
为降低小公司的运营成本，提高运营效率，本次公司法做了如下修改：●私人公司可以不设置公司秘书一职，其职责可由董事或其授权的人行使；●私人公司不再强制要求召开股东年会，只需作出书面决议即可；●特殊决议的会议的通知期限从21天缩短为14天；●不再采用授权资本制，公司董事会通过决议（在某些情况下需股东会同意）就可以发行股份；●公司的所有文件都可以通过电子通讯方式提交，但其与成员之间的电子通讯方式沟通则须取得他们的同意；●私人公司可以为购买自身股份的相对方提供财务资助；●私人公司减少资本不再需要法院的同意。
除此之外，针对公司董事的修改也较多，主要包括：1.董事义务的法典化：英国《2006年公司法》第171-177条具体规定了公司董事义务，即在授权范围内行事的义务；促进公司成功的义务；独立判断的义务；审慎勤勉义务；避免利益冲突的义务；不得从第三人处收受利益的义务；利益披露义务。
其中第172条促进公司成功的义务是新增的，其余则是此前判例法上的义务。
英国公司法亦采用股东中心主义，但也强调公司的社会责任，董事在作出决策时，除了考虑股东的利益之外，还需考虑包括债权人、雇员、供应商、消费者以及所在社区在内的利益相关者（Stakeholders）的利益。
英国2006年公司法(2012年修订译本)
文章标题：解读英国2006年公司法(2012年修订译本)一、引言在企业经营和管理中，公司法是一部重要的法律条文，它规定了公司的组织形式、运作机制、责任义务等方方面面。
其中，英国2006年公司法(2012年修订译本)作为英国公司法的最新版本，对于企业治理和商业活动有着重要的影响。
本文将深度解读该法律，对其进行全面评估，并进行深入探讨，以便读者对该主题有更深入的了解。
二、英国2006年公司法(2012年修订译本)概述英国2006年公司法(2012年修订译本)是英国公司法的重要版本，其修订内容涵盖了公司治理、股东权益、财务报告、合规监管等多个方面。
该法律的出台对于促进英国企业的健康发展、保护股东利益具有重要意义。
其中，修订后的内容更加贴合当今商业环境的需要，具有前瞻性和针对性。
三、对英国2006年公司法(2012年修订译本)的评估1. 公司治理英国2006年公司法(2012年修订译本)对公司治理提出了一系列要求，包括董事会的职责、股东会议的程序等方面。
该法律明确规定了公司高管的责任和义务，加强了对公司内部运作的监管，有利于增强公司的透明度和稳定性。
2. 股东权益该法律对股东权益保护的规定也比较详细，包括了股东的知情权、表决权等方面。
它在维护股东利益的也平衡了公司治理结构，促进了公司与股东之间的良性互动，有利于增强企业的稳定性和可持续发展。
3. 财务报告针对财务报告的要求也是该法律的重要内容之一。
它规定了公司应当如实准确地向外界披露财务信息，加强了公司的合规性和透明度。
这对于提升企业形象、吸引投资具有积极的意义。
4. 合规监管在合规监管方面，英国2006年公司法(2012年修订译本)也提出了相应的规定，明确了公司进行商业活动时应当遵守的相关法律法规。
这有利于规范市场秩序、保护各方利益，有助于提升商业环境的稳定性。
四、个人观点和理解英国2006年公司法(2012年修订译本)的出台是对英国公司法的重要补充和完善，突出了对公司治理、股东权益、财务报告等方面的规范，具有较高的前瞻性和针对性。
《英美公司法》讲义(2009)-133页PPT资料
It is an artificial intangible being created by state law, its formation and existence dependent on state enabling statutes.
Charter（公司章程）：may mean (i) the document filed with the Secretary of State, i, e., the articles of incorporation, or (ii) the grant by the State of the privilege of conducting business with limited liability. Charter is often used in a colloquial sense to refer to the basic constitutive documents of the corporation.
the interested party ：利害关系人 board of directors：董事会
separate legal identity ：独立的法人资 格
separate legal entity：独立的法人 fairness、justice：公平、公正
Shareholders or Stockholders （股东）are the persons who own shares of either common or preferred stock. The Model Business Corporation (1984) and modern usage generally tends to prefer “shareholder” to “stockholder” ，but the latter word is deeply ingrained（根深蒂固的） in common usage .
英国公司法
英国公司法（Company Law）第十章有限责任公司股份的法律性质和特征--------------------------------------------------------------------------------作者：明月孤岑文章来源：竹月斋发表于2006年10月21日CompanyLaw：FundamentalPrinciples,（2nded.）StephenGriffinLLB,PITMANPublishing,1996THE LEGAL NATURE AND CHARACTERISTICS OF HOLDING SHARES IN A LIMITED COMPANY本章的目的是探讨不同种类的有限公司股份的法律特征，以及法院和国务大臣对股份所有权所施加的限制。
股票代表股东在公司的权益，这种权益以一定数量的金钱来衡量。
它首先包括义务，其次包括权利，但是也包括所有股东缔结的一系列双向契约。
股票的名义价值或票面价值（thenominal value）是指股东从公司购买股票所支付的最低价。
如果公司以高于票面价值的价格卖出股票，则实际价格和票面价格的差额被称为“股票溢价”（share premium），并应记载于股票溢价帐户上。
公司成员，正如我们在前面经常看到的，与股东不是一个相同的概念。
在以下几种情况下，一个人可以成为公司的成员：1、公司成立时，在公司的备忘录上签署；2、向公司成功地申请购买股票；3、向公司现有的股东购买股票；4、因公司成员的死亡或破产而继受股票。
尽管在大多数情况下，“成员”和“股东”是可以相互转换的两个名称，但有时，公司成员不是股东，而股东也可以不是成员。
例如，保证有限责任公司有成员，但没有股东。
CA1985规定，公司应当对其成员的名称、地址以及其持股程度做记录。
如果成员记录中的一些重要细节有错误时，法律规定可以修改。
股票的发行（issue）或配售（allot）通常是公司董事会决议的结果，而董事会必须有发行股票的权力。