THECOMPANIESACT公司法(CHAPTER50)50章章章
(完整word版)2014年公司法中英文逐条对照版
中华人民共和国公司法Company Law of the People’s Republic of China（2014年3月1日起实施）(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通过《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》第三次修正于2014年3月1日起实施)(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 Congre ss of the People’s Republic of China on October 27, 2005. Revised for the third time on December 28， 2012 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 Se ssion of the Standing Committee of the 12th National People’s Congress. It is now promulgated and shall come into effect28, 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 Structure of Limited Liability Companies 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 Limited Liability Companies第四节国有独资公司的特别规定Section 4: Special Provisions on Wholly State—owned CompaniesChapter III： Transfer of Equity Interests in Limited Liability Companies第四章股份有限公司的设立和组织机构Chapter IV: Establishment and Organizational Structure of Companies Limited By Shares 第一节设立Section 1: Establishment第二节股东大会Section 2: General Meeting第三节董事会、经理Section 3: Board of Directors and Manager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 Organizational Structure of Listed Companies 第五章股份有限公司的股份发行和转让Chapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 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 Directors, Supervisors and Senior Officers of Companies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 Companies第九章公司合并、分立、增资、减资Chapter Ix： Merger and Division, Increase and Reduction of Capital of Companies第十章公司解散和清算Chapter X: Dissolution and Liquidation of Companies第十一章外国公司的分支机构Chapter XI: Branches of Foreign CompaniesChapter XII: Legal Liability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.Article 1：The Company Law of the People’s Republic of China (hereinafter referred to a s 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。
赞比亚《公司法》THE_COMPANIES_ACT
1-Interpretation1. (1) In these regulations, unless the context otherwise requires:"Act" means the Companies Act, 1994;"prescribed rate of interest" means the rate of interest prescribed in regulations made under the Act for the purposes of the Standard Articles;"seal" means the common seal of the company and includes any official seal of the company; "resolution" means an ordinary resolution of the company;"secretary" means any person appointed to perform the duties of a secretary of the company.(2) Unless the context otherwise requires an expression, if used in a provision of these regulations that deals with a matter dealt with by a particular provision of the Act, has the same meaning as in that provisions of the Act.2-Share Capital and Variation of Rights2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, but subject to the Act, shares in the company may be issued by the directors and any such share may be issued with such preferred deferred or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the director, subject to a resolution, determine.3. The directors shall not issue any rights or options to shares in favour of any persons unless the issue has been authorised at a general meeting by a special resolution.4. Subject to the Act, any preference shares may, with the sanction of a resolution, be issued on the terms that they are, or at the option of the company are liable to be redeemed.5. (1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound-up, be varied with the consent in writing of the holders ofthree-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class.(2) The provisions of the Act and these regulations relating to general meetings apply so far as they are capable of application and with the necessary modifications to every such class meeting except that-(a) where a class has only one me mber-that member shall constitute a meeting;(b) in any other case- a quorum shall be constituted by two persons who, between them, hold or represent by proxy one-third of the issued shares of the class; and(c) any holder of shares of the class, present in person or by proxy, may demand a poll.(3) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be varied by the creation or issue of further shares ranking equally with the first-mentioned shares.6. (1) The Company may make payments by way of brokerage or commission on the issue of shares.(2) Such payments shall not exceed the rate of 10 per cent of the price at which the shares are issued or an amount equal to 10 per cent of that price, as the case may be.(3) Such payments may be made in cash, by the allotment of fully or partly paid shares or partly by the payment of cash and partly by the allotment of fully or partly paid shares.7. (1) Except as required by law, the company shall not recognise a person as holding a share upon any trust.(2) The company shall not be bound by or compelled in any way to recognise (whether or not it has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or (except as otherwise provided by these regulations or by law) any other right in respect of a share except an absolute right of ownership in the registered holder.8. (1) A person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate in respect of the share under the seal of the company in accordance with the Act but, in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate.(2) Delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.(3) If a share certificate is defaced, lost or destroyed, it may be renewed on payment of the fee allowed by the Act, or such lesser sum, and on such terms (if any) as to evidence and the payment of costs to the company of investigating evidence as the directors decide.3-Calls on Shares9. (1) The directors may make calls upon the members in respect of any money unpaid on the shares of the members (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue of those shares made payable at fixed times, except that no call shall exceed one-quarter of the sum of nominal values of the shares or be payable earlier than one month from the date fixed for the payment of the last preceding call.(2) Each member shall, upon receiving at least fourteen days notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified the amount called on his shares.(3) The directors may revoke or postpone a call.10. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.11. The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.12. If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment of the sum to the time of actual payment at such rate not exceeding the prescribed rate of interest as the directors determine, but the directors may waive payment of that interest wholly or in part.13. Any sum that, by the terms of issue of a share, becomes payable on allo tment or at a fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes ofthese regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and, in case of non-payment, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.14. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.15. (1) The directors may accept from a member the whole or a part of the amount unpaid on a share although no part of that amount has been called up.(2) The directors may authorise payment by the company of interest upon the whole or any part of an amount so accepted, until the amount becomes payable, at a rate agreed upon between the directors and the member paying the sum subject to subregulation (3).(3) For the purposes of subregulation (2), the rate of interest shall not be greater than-(a) if the company has, by resolution, fixed a rate-rate the so fixed; and(b) in any other case the prescribed rate of interest.4-Lien16. (1) The company has a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share.(2) The company also has a first and paramount lien on all shares (other than fully paid shares) registered in the name of a sole holder for all money presently payable by him or his estate to the company.(3) The directors may at any time exempt a share wholly or in part from the provisions of this regulation.(4) The company's lien (if any) on a share extends to all dividends payable in respect of the share.5-Forfeiture of Shares17. (1) If a member fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued.(2) The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.18. (1) If the requirements of a notice served under regulation 17 are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.(2) Such a forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.19. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and, at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit.20. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall remain liable to pay to the company all money that, at the date of forfeiture, was payable by him to the company in respect of the shares (including interest at the prescribed rate of interest from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of the interest), but his liability shall cease if and when the company receives payment in full of all the money (including interest) so payable in respect of the shares.21. A statement in writing declaring that the person making the statement is a director or a secretary of the company, and that a share in the company has been duly forfeited on a date stated in the statement, shall be prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the share.22. (1) The company may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.(2) Upon the execution of the transfer, the company shall register the transferee as the holder of the share.(3) The transferee shall not be bound to see to the application of any money paid as consideration.(4) The title of the transferee to the share shall not be affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the share.23. The consideration referred in regulation 22 shall be applied by the company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any) shall (subject to any like lien for sums not presently payable that existed upon the shares before the sale) be paid to the person entitled to the shares immediately before the transfer.24. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum that, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the shares or by way of premium, as if that sum had been payable by virtue of a call duly made and notified.6-Transfer of Shares25. (1) Subject to these regulations, a member may transfer all or any of his shares by instrument in writing in a form prescribed for the purposes of section fifty-seven of the Act or in any other form that the directors approve.(2) An instrument of transfer referred to in subregulation (1) shall be executed by or on behalf of both the transferor and the transferee.26. The instrument of transfer shall be left for registration at the registered office of the company, together with such fee (if any) not exceeding two monetary units as the directors require, accompanied by the the certificate of the shares to which it relates and such other information as the directorsproperly require to show the right of the transferor to make the transfer, and thereupon the company shall subject to the powers vested in the directors by these regulations, register the transferee as a shareholder.27. The directors may decline to register a transfer of shares, not being fully paid s hares, to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien.28. The directors may refuse to register any transfer that is not accompanied by the appropriate share certificate, unless the company has not yet issued the share certificate or is bound to issue a renewal or copy of the share certificate.29. The registration of transfers may be suspended at such times and for such periods as the directors from time to time determine, provided that the periods do not exceed in the aggregate thirty days in any year.7-Transmission of Shares30. In the case of the death of a member, the survivor where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares, but this regulation does not release the estate of a deceased joint holder from any liability in respect of a s hare that had been jointly held by him with other persons.31. (1) Subject to any written law relating to bankruptcy, a person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such information being produced as is properly required by the directors, elect either to be registered himself as holder of the share or to have some other person nominated by him registered as the transferee of the share.(2) If the person becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.(3) If he elects to have another person registered, he shall execute a transfer of the share to that other person.(4) All the limitations, restrictions and provisions of these regulations relating to the right to transfer, and the registration of the transfer of share are applicable to any such notice or transfer as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.32. (1) Where the registered holder of a share dies or becomes bankrupt, his personal representatives or the trustee of his estate, as the case may be, shall be upon the production of such information as is properly required by the directors, entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the company, or to voting or otherwise), as the registered holder would have been entitled to if he had not died or b ecome bankrupt.(2) Where two or more persons are jointly entitled to any share in consequence of the death of the registered holder, they shall, for the purposes of these regulations, be deemed to be joint holders of the shares.8-Conversion of Shares into Stock33. The company may, by resolution, convert all or any of its paid up shares into stock and reconvert any stock into paid up shares of any nominal value.34. (1) Subject to subregulation (2), where shares have been converted into stock, the provisions of these rules relating to the transfer of shares apply, so far as they are capable of application, to the transfer of the stock or of any part of the stock.(2) The directors may fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the aggregate of the nominal values of the shares from which the stock arose.35. (1) The holders of stock shall have, according to the amount of the stock held by them, the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as they would have if they held the shares from which the stock arose.(2) No privilege or advantage shall be conferred by any amount of stock that would not, if existing in shares, have conferred that privilege or advantage.36. The provisions of these regulations that are applicable to paid up shares shall apply to stock, and references in those provisions to share and shareholder shall be read as including references to stock and stockholder, respectively.9-Alteration of Capital37. The company may by resolution-(a) increase its authorised share capital by the creation of new shares of such amount as is specified in the resolution;(b) consolidate and divide all or any of its authorised share capital into shares of larger amount than its existing shares;(c) subdivide all or any of its shares into shares of smaller amount than is fixed by the certificate of share capital, but so that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each such share of a smaller amount is the same as it was in the case of the share from which the share of a smaller amount is derived; and(d) cancel shares that, at the date of passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited, and reduce its authorised share capital by the amount of the shares so cancelled.38. (1) Subject to any resolution to the contrary, all unissued shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances allow, to the sum of the nomin al values of the shares already held by them.(2) The offer shall be made by notice specifying the number of shares offered and delimiting a period within which the offer, if not accepted, will be deemed to be declined.(3) After the expiration of that period or on being notified by the person to whom the offer is made that he declines to accept the shares offered, the directors may issue those shares in such manner as they think most beneficial to the company.(4) Where, by reason of the proportion that shares proposed to be issued bear to shares already held, some of the first-mentioned shares cannot be offered in accordance with sub-regulation (1), the directors may issue the shares that cannot be so offered in such manner as they think most beneficial to the company.39. Subject to the Act, the company may, by special resolution, reduce its share capital, any capital redemption reserve fund or any share premium account.共有153页，如需要余下部分请与本人联系chinavea@。
公司法英文版
【字体：大中小】TheCompanyLawofthePeople'sRepublicofChina（《公司法》英文版）2006年10月26日来源：国家工商总局外商投资企业注册局The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal LiabilitiesChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property.As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue thecompany business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the location of its principal office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's scope of business shall be defined in its articles of association and shall be registered according to law. The company may change its scope of business by modifying its articles of association, but shall go through the modification registration. If the company’s scope of business coversany item subject to approval according to laws or administrative regulations, the approval shall be obtained beforehand.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, executive director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the modification registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise legal person, and its civil liabilities shall be born by the company.The company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the meeting of the board of directors or shareholders’s meeting or shareholders' assembly. If the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intendsto provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy social insurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education and in-service training of its employees so as to improve their professional quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, operation safety and sanitation and other matters.According to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the holding shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of itsconnection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' meeting, shareholders’s assembly or board of directors of the company that has violated any law or administrative regulation shall be null and void.Where the procedures for convoking and the voting form of a shareholders' meeting or shareholders’s assembly or meeting of the board of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the people's court to revoke it.If the shareholders initiate a lawsuit according to the preceding paragraph, the people's court shall, in light of the request of the company, demand the shareholders to provide corresponding guarantee.Where a company has, in light of the resolution of the shareholders' meeting, shareholders’s assembly or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for cancelling the modification registration.Chapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationArticle 23 The incorporation of a limited liability company shall satisfy the following conditions:(1) The number of shareholders accords with the quorum;(2) The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3) The articles of association are worked out jointly by shareholders;(4) The company has a name and its organization complies with that of a limited liability company; and(5) The company has a domicile.Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.Article 25 A limited liability company shall state the following items in its articles of association:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) names of shareholders;(5) forms, amount and time of capital contributions made by shareholders;(6) the organizations of the company and its formation, their functions and rules of procedure;(7) the legal representative of the company;(8) other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company.Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed for by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-currency properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.The value of the non-currency properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the valueassessment, such law or administrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-currency properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in the articlesof association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the incorporation of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:(1) the name of the company;(2) the date of incorporation of the company;(3) the registered capital of the company;(4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1) the name of every shareholder and his/its domicile thereof;(2) the amount of capital contribution made by every shareholder;(3) the serial number of every capital contribution certificate.The shareholders recorded in the register of shareholders may, in light of the register of shareholders,claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registration particulars is changed, it shall apply for modification registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration particulars, stand up to any third party.Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.The shareholders may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to theincreased amount of capital on the basis of the percentages of the capital contributions they have already made.Article 36 After the incorporation of a company, no shareholder may illegally take away the contribution capital.Section 2 Organization StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning their remuneration;(3) deliberating and approving the reports of the board of directors;(4) deliberating and approving the reports of the board of supervisors or the supervisor;(5) deliberating and approving annual financial budget plans and final account plans of the company;(6) deliberating and approving profit distribution plans and loss recovery plans of the company;(7) making resolutions on the increase or decrease of the company's registered capital;(8) making resolutions on the issuance of corporate bonds;(9) adopting resolutions on the assignment, division, change of company form, dissolution, liquidation of the company;(10) revising the articles of association of the company;(11) other functions as specified in the articles of association.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 39 The shareholders' meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions and shall exercise its authorities according to this Law.Article 40 The shareholders' meeting shall be classified into regular meetings and temporary meetings. The regular meetings shall be timely held in pursuance with the articles of association. Where a temporary meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, a temporary meeting shall be held.Article 41 Where a limited liability company has set up a board of directors, the shareholders'meeting shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Where a limited liability company has not set up the board of directors, the shareholders' meeting shall be convened and presided over by the executive director.If the board of directors or the executive director is unable or does not perform the duties of convening the shareholders' meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.Article 42 Every shareholder shall be notified 15 days before a shareholders' meeting is held, unless it is otherwise prescribed by the articles of association or it is otherwise contracted by all the shareholders. A shareholders' meeting shall make records for the decisions on the matters discussed at the meeting. The shareholders who attend the meeting shall affix their signatures to the records.Article 43 The shareholders shall exercise their voting rights at the shareholders' meeting on the basis of their respective percentage of the capital contributions, unless it is otherwise prescribed by the articles of association.Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made ata shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, division, dissolution or change of the company type shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited liability company established by 2 or more state-owned enterprises or other state-owned investors, the board of directors shall comprise the representatives of employees of this company. The board of directors of any other limited liability company may also comprise the representatives of employees of the company concerned. The employees' representatives who are to serve as the board of directors shall be democratically elected by the employees of the company through the assembly of the representatives of employees, the assembly of employees of the company or or by any other means. The board of directors shall have one board chairman and may have one or more deputy chairman. The appointment of the chairman and deputy chairman shall be prescribed in the articles of association.Article 46 The terms of office of the directors shall be provided for in the articles of association, but each term of office shall not exceed 3 years. The directors may, after the expiry of their terms of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.。
公司法法条英文对照
中华人民共和国公司法Company Law of the People's Republic of China颁布机关:全国人民代表大会常务委员会Promulgating Institution:Standing Committee of the National People's Congress文号:中华人民共和国主席令第八号Document Number:Order No.8of the President of the People's Republic of China颁布时间: Promulgating Date:12/28/2013 12/28/2013实施时间: Effective Date:03/01/2014 03/01/2014效力状态: Validity Status:有效Valid（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第一次修正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修订自2014年3月1日起施行）目录第一章总则第二章有限责任公司的设立和组织机构第一节设立第二节组织机构第三节一人有限责任公司的特别规定第四节国有独资公司的特别规定第三章有限责任公司的股权转让第四章股份有限公司的设立和组织机构第一节设立第二节股东大会第三节董事会、经理第四节监事会第五节上市公司组织机构的特别规定第五章股份有限公司的股份发行和转让第一节股份发行第二节股份转让第六章公司董事、监事、高级管理人员的资格和义务第七章公司债券第八章公司财务、会计第九章公司合并、分立、增资、减资第十章公司解散和清算第十一章外国公司的分支机构第十二章法律责任第十三章附则第一章总则(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress onDecember29,1993;Amended for the first time at the13th Session of the Standing Committee of the Ninth National People's Congress on December25,1999;Amended for the second time at the11th Session of the Standing Committee of the Tenth National People's Congress on August28,2004;Revised at the18th Session of the Standing Committee of the Tenth National People's Congress on October27, 2005;and Revised at the6th Session of the Standing Committee of the Twelfth National People's Congress on December28,2013and shall take effect on March1,2014)Table of ContentsChapter1:General ProvisionsChapter2:Establishment and Organizational Structure of a Limited Liability CompanySection1:EstablishmentSection2:Organizational StructureSection3:Special Provisions on One-Person Limited Liability CompaniesSection4:Special Provisions on Wholly State-Owned CompaniesChapter3:Equity Transfer of a Limited Liability CompanyChapter4:Establishment and Organizational Structure of a Company Limited by SharesSection1:EstablishmentSection2:General MeetingSection3:Board of Directors;ManagersSection4:Board of SupervisorsSection5:Special Provisions on the Organizational Structure of a Listed CompanyChapter5:Issuance and Transfer of Shares of a Company Limited by SharesSection1:Issuance of SharesSection2:Transfer of SharesChapter6:Qualifications and Obligations of the Directors,Supervisors,and Senior Management Personnel of a CompanyChapter7:Corporate BondsChapter8:Finance and Accounting of a CompanyChapter9:Merger,Division or Capital Increase or Reduction of a CompanyChapter10:Dissolution and Liquidation of a CompanyChapter11:Branches of a Foreign CompanyChapter12:Legal LiabilitiesChapter13:Supplementary ProvisionsChapter1: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。
英国公司法
英国公司法（CompanyLaw）第一章注册公司的法律特征作者：明月孤岑文章来源：竹月斋发表于2006年10月12日阅读1685人次推荐级别：☆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。
公司法英文版
Article 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 4The shareholders of a company shall, in accordance with law, enjoy such rights as benefiting from the assets of the company, participation in making major decisions and selection of managerial personnel.Article 5In its operational activities, a company shall abide by laws and administrative regulations, observe social morals and commercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.The legitimate rights and interests of companies shall be protected by law, and shall be inviolable.Article 6Where an entity intends to incorporate a company, it shall, in accordance with law, apply to a company registration authority for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the company registration authority shall have the company registered as a company with limited liability or a company limited by shares; and where the said conditions are not met, the company shall not be registered as one with limited liability or as one limited by shares.Where laws or administrative regulations provide that approval is required for incorporation of a company, the procedures of approval shall be completed according to law prior to registration of the company.The public may apply to the company registration authority for inquiry about the items registered by a company, and the authority shall provide services for such inquiry.Article 7The company registration authority shall issue a business license to a company incorporated according to law. The date on which the business license is issued shall be the date on which a company is incorporated.In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received capital, scope of business and name of the legal representative of the company.Where the items stated in the business license of a company are altered, the company shall have the alterations registered according to law, and the company registration authority shall renew its business license.Article 8 A company with limited liability incorporated according to this Law shall have the words “company with limited liability” or “limited company” indicated in its name.A company limited by shares incorporated according to this Law shall have the words “company limited by shares” or “company by shares” indicated in its name.Article 9Where a company with limited liability is to be changed into a company limited by shares, it shall meet the conditions of a company limited by shares provided for by this Law. Where a company limited by shares is to be changed into a company with limited liability, it shall meet the conditions of a company with limited liability provided for by this Law.Where a company with limited liability is changed into a company limited by shares, or a company limited by shares is changed into a company with limited liability, the rights of credit and the debts of the company prior to the change shall be inherited by the company after the change.Article 10The domicile of a company shall be the place where its main administrative organization is located.Article 11Articles of association shall be formulated according to law when a company is incorporated. The articles of association of a company shall have binding force on the company, its shareholders, directors, supervisors and senior managers.Article 12The business scope of a company shall be defined in the company’s articles of association, and shall be registered according to law. A company may revise its articles of association and alter its scope of business, but shall have such revision and alteration registered.The items within the scope of business of a company that are subject to approval as provided for by laws and administrative regulations shall be submitted for approval according to law.Article 13The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to law. Where the legal representative of a company is replaced, the company shall have such replacement registered.Article 14 A company may establish branches. Where a company intends to establish a branch, it shall apply for registration to the company registration authority, in order to obtain a business license for the branch. However, such a branch shall not possess the status of a legal person, and its civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of legal persons, and shall independently bear civil liabilities according to law.Article 15 A company may invest in other enterprises; however, it shall not become the investor that assumes joint and several liability for the debts of the enterprises in which it invests, except where otherwise provided for by law.Article 16Where a company intends to invest in another enterprise or provide guarantee for another entity, the matter sh all, 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 theactual controller specified in the preceding paragraph shall not participate in the vote on the matter specified in the preceding paragraph. The resolution on such matter shall be adopted if it is voted for by other shareholders present at the meeting who hold more than half of the voting rights.Article 17Companies shall protect the lawful rights and interests of their staff and workers, sign labor contracts with them according to law, participate in social insurance, and improve occupational protection so as to achieve safety in production.Companies shall, in various forms, improve vocational education and on-the-job training among their staff and workers so as to enhance their quality.Article 18The staff and workers of a company shall, in accordance with the Trade Union Law of the Peopl e’s Republic of China, organize a trade union to carry out trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide the trade union of the company with the conditions necessary for carrying out its activities. The trade union of a company shall represent the staff and workers to sign with the company collective contracts on such items as the payment for work done, working hours, welfare and insurance benefits as well as occupational safety and health of the staff and workers according to law.Companies shall, through the conference of the representatives of the staff and workers or other forms, carry out democratic management in accordance with the provisions of the Constitution and relevant laws.When a company discusses to make decisions on structural reform or on major issues in business operation, or formulate important rules and regulations, it shall listen to the opinions of the trade union, and shall listen to the opinions and proposals of the staff and workers through the conference of the representatives of staff and workers or other forms.Article 19In companies, Communist Party organizations shall, in accordance with the provisions of the Constitution of the Communist Party of China, be set up to carry out activities of the Party. Companies shall provide the necessary conditions for the Party organizations to carry out their activities.Article 20The shareholder of a company shall observe laws, administrative regulations and the company’s articles of association, exercise the rights of a shareholder according to law, and shall not abuse his rights to damage the interests of the company or other shareholders; and he shall not abuse the independent status of the company as a legal person or the limited liability of shareholders to damage the interests of the creditors of the company.Where the shareholder of a company abuses the rights of shareholders and thus causes losses to the company or other shareholders, he shall be liable for compensation according to law.Where the shareholder of a company abuses the independent status of the company as a legal person or the limited liability of shareholders, evades debts and thus seriously damages the interests of the creditors of the company, he shall assume joint and several liability for the debts of the company.Article 21Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a company shall not take advantage of their affiliated relations to damage the interests of the company.A person who, in violation of the provisions of the preceding paragraph, causes losses to acompany shall be liable for compensation.Article 22The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of a company, which in content violates laws or administrative regulations, shall be invalid.Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of directors, or the voting formulas are against laws, administrative regulations or the articles of association of a company, or the content of the resolution adopted is against the company’s articles of association, the shareholders may, within 60 days from the date the resolution is adopted, request the people’s court to rescind the resolution.Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may, upon request of the company, demand the shareholders to provide appropriate guarantee.Where a company has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the company shall apply for cancellation of the registration for such alteration.Chapter II Incorporation and Organizational Structure of a Company with Limited Liability Section 1IncorporationArticle 23The following conditions shall be met for the incorporation of a company with limited liability:(1) The number of shareholders conforms to the statutory number;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association;(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with limited liability; and(5) The company has its own domicile.Article 24 A company with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25The articles of association of a company with limited liability shall specify the following items:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders;(6) the bodies of the company, and the measures for their establishment, their functions and powers, as well as the rules of procedure;(7) the legal representative of the company; and(8) other items which the shareholders assembly deems necessary to be specified.The shareholders shall sign their names on and affix their seals t o the company’s articles of association.Article 26The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder in full within five years.The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.Article 27 A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law, except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.Where laws or administrative regulations provide otherwise, those provisions shall prevail.The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered capital of a company with limited liability.Article 28 A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance with the provisions of the articles of association of a company. Where a shareholder makes capital contributions in currency, he shall deposit the full amount of such capital contributions in currency in the bank account opened by the company with limited liability; and where a shareholder makes capital contributions with non-corrency property, he shall, according to law, go through the formalities for the transfer of his property rights.Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying to the company of his portion of the capital contributions in full, he shall be liable for breach of contract towards the shareholders who have, on schedule and in full, made their capital contributions.Article 29After the shareholders have made their capital contributions, such capital contributions shall be subject to capital verification by a capital verification authority set up according to law, which shall issue capital verification certificates.Article 30After the initial capital contributions made by shareholders have been verified by a capital verification authority set up according to law, a representative designated by all the shareholders or a proxy jointly entrusted by them shall submit to the company registration authority such documents as a written application for registration of the company, the company’s articles of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.Article 31Where after the incorporation of a company with limited liability, it is discovered that the actual amount of the value of the non-currency property used as capital contributions for the incorporation of the company is obviously less than the amount of thevalue prescribed in the company’s articles of association, the shareholders that made such contributions shall make up the difference; and the others who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article 32After a company with limited liability is incorporated, it shall issue investment certificates to its shareholders.In an investment certificate the following items shall be specified:(1) the name of the company;(2) the date on which the company is incorporated;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of capital contributions; and(5) the serial number of the investment certificate and the date of its verification an d issue.An investment certificate shall bear the seal of the company.Article 33 A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:(1) the names or titles and domiciles of the shareholders;(2) the amounts of the capital contributions made by the shareholders; and(3) the serial numbers of their investment certificates.The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the said roster.The company shall register with a company registration authority the names or titles of its shareholders and the amount of their capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration or without registration for alteration, the company shall not act against the third party.Article 34 A shareholder shall have the right to consult and duplicate the company’s articles of association, the minutes of the meeting of the shareholders assembly, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports of the company.A shareholder may request to consult the accounting books of the company. To do that, the shareholder shall submit a written request to the company and explain his purposes. Where the company deems, on reasonable grounds, that it is for illegitimate purposes that the shareholder requests to consult its accounting books, which may damage the lawful interests of the company, the company may refuse to provide its accounting books for the shareholder to consult, and shall, within 15 days from the date the shareholder submits the written request, give a written reply to the shareholder and state its reasons. Where the company refuses to provide its accounting books, the shareholder may request the people’s court to demand the company to provide such books.Article 35Shareholders shall draw dividends in proportion to the capital contributions they made; and when a company increases its capital, its shareholders shall have the right of first refusal to make their subscriptions in proportion to the capital contributions they made, except where all the shareholders have agreed to draw the dividends not in proportion to their capital contributions or to do without the right of first refusal in proportion to their capital contributions when making subscriptions.Article 36Once a company is incorporated, its shareholders shall not secretly withdraw their capital contributions.Section 2Organizational StructureArticle 37The shareholders assembly of a company with limited liability shall be composed of all of its shareholders. The shareholders assembly is the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders assembly shall exercise the following functions and powers:(1) to decide on the operational policy and investment plan of the company;(2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on matters concerning the remuneration of the directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the board of supervisors or the supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to ex amine and approve the company’s plans for profit distribution and for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issue of corporate bonds;(9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company;(10) to amend the articles of association of the company; and(11) other functions and powers provided for in the company’s articles of association.Where the shareholders express, in writing, their unanimous agreement on the matters specified in the preceding paragraph, they may directly make a decision without convening a meeting of the shareholders assembly, and all the shareholders shall sign their names on and affix their seals to the documents of the decision.Article 39The first meeting of the shareholders assembly of a company shall be convened and presided over by the shareholder who has made the greatest capital contributions to the company, and he shall exercise the functions and powers in accordance with the provisions of this Law.Article 40The meetings of the shareholders assembly shall be divided into regular meetings and interim meetings.Regular meetings shall be convened on schedule as specified by the provisions of the company’s articles of association. An interim meeting shall be convened when it is proposed by shareholders representing one-tenth or more of the voting rights, by one-third or more of the directors, by the board of supervisors, or by the supervisors of acompany without a board of supervisors.Article 41Where a board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board cannot perform such function or fails to do so, the meeting shall be presided over by the vice-chairman of the board; and where the vice-chairman cannot perform the function or fails to do so, the meeting shall be presided over by a director jointly elected by half and more of the directors.Where no board of directors is set up in a company with limited liability, the meeting of theshareholders assembly shall be convened and presided over by the executive director.Where a board of directors or the executive director cannot perform or fails to perform the duty of convening a meeting the shareholders assembly, such a meeting shall be convened and presided over by a board of supervisors or the supervisor of a company where no board of supervisors is set up; and where the board of supervisors or the supervisor fails to convene and preside over the meeting, the shareholder representing one-tenth or more of the voting rights may convene and preside over such a meeting on his own.Article 42All the shareholders shall be notified 15 days prior to the convening of a meeting of the shareholders assembly, except where otherwise provided for by the company’s articles of association or 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 43Shareholders shall exercise their voting rights at a meeting of t he shareholders assembly in proportion to their respective capital contributions, except where otherwise provided for by the company’s articles of association.Article 44The modes of meeting and voting procedures of the shareholders assembly shall, in a ddition 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 regist ered 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 therepresentatives of the staff and workers, the general meeting of the staff and workers, or through other forms.A board of directors shall have a chairman and may have a vice-chairman. The measures for the election of the chairman and vice-chairman of the board shall be stipulated by the company’s articles of association.Article 46The term of office of a director shall be stipulated by the company’s articles of association, but each term of office shall not exceed three years. A director may, if reelected upon expiration of his term of office, serve consecutive terms.Where no election is conducted in time before the expiration of the term of office of a director, or the number of the directors is less than the statutory number due to the resignation of a director within his term of office, the existing director shall, before the director-elect takes office, continue to perform his duty as a director in accordance with the provisions of laws, administrative regulations or the company’s articles of association.Article 47The board of directors shall be accountable to the shareholders assembly and exercise the following functions and powers:(1) to convene the meeting of the shareholders assembly, and to report on its work to the board;(2) to implement the resolutions adopted by the shareholders assembly;(3) to decide on the operational plans and investment plans of the company;(4) to draw up the annual financial budget plan and final accounts plan of the company;(5) to draw up plans for profit distribution and plans for making up losses of the company;(6) to draw up plans for the increase or reduction of the registered capital and the issue of corporate bonds of the company;(7) to draw up plans for the merger, division, dissolution and transformation of the company;(8) to decide on the establishment of the internal administrative bodies of the company;(9) to decide on the appointment or dismissal of the manager of the company and the matters concerning his remuneration, and upon recommendation of the manager, decide on the appointment or dismissal of the deputy manager(s) and persons in charge of the financial affairs of the company, and on the matters concerning their remuneration;(10) to formulate the basic management system of the company; and(11) to exercise oth er functions and powers stipulated by the company’s articles of association.Article 48The meeting of a board of directors shall be convened and presided over by the chairman of the board; where the chairman of the board cannot perform such functions or fails to do so, the meeting shall be convened and presided over by the vice-chairman of the board; and where the vice-chairman cannot perform such functions or fails to do so, the meeting shall be convened and presided over by a director jointly elected by half and more of the directors.Article 49The modes of meeting and voting procedures of a board of directors shall, in addition to the provisions of this Law, be stipulated by a company’s articles of association.The board of directors shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the directors present at the meeting shall sign the minutes.The one-person one-vote system shall be practiced for voting on resolutions of the board of directors.Article 50 A company with limited liability may have a manager, who shall be engaged or dismissed by decision of the board of directors. The manager shall be accountable to the board of directors and shall exercise the following functions and powers:(1) to take charge of production, operation and management of the company and organize implementation of the resolutions of the board of directors;(2) to organize implementation of the annual operational plan and the investment plan of the company;(3) to draw up plans for establishment of the internal administrative bodies of the company;(4) to draw up the basic management system of the company;(5) to formulate the specific rules of the company;(6) to recommend the engagement or dismissal of the deputy manager(s) and of the persons in charge of financial affairs of the company;(7) to decide on the engagement or dismissal of the persons in charge of management other than the ones the engagement or dismissal of whom is to be decided by the board of directors;。
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
Order of the President of the People'sRepublic of ChinaNo. 42The 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, 2005 The Company Law of the People's Republicof 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)Contents,Chapter I General ProvisionsChapter II Establishment and Organizational Structure of a LimitedLiability CompanySection 1 EstablishmentSection 2 Organizational StructureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Solely State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Establishment and Organizational Structure of a Joint StockLimited CompanySection 1 EstablishmentSection 2 Shareholders' MeetingSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of a ListedCompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited Company Section 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 Split-up of a Company; Increase and Deduction ofRegistered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining thesocialist economic order, and promoting the development of the socialist market economyArticle 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock company limited 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 juridical person, which has independent juridical person property and enjoys the property right of the juridical 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 to.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers and enjoy other rights.Article 5 When 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 establishment of a company, an application for establishment and registration shall be filed with the company registration authority. If the application meets the requirements for establishment 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 for establishment of this Law, 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 establishment 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 a company registration authority, which shall provide consulting services. Article 7 For a lawfully established company, the company registration authority shall issue the company business license to it, and the date of issuance of the company business license shall be the date of establishment of the company. The company business license shall state the name, domicile, registered capital, actually paid capital, business scope, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall modify the registration, and the company registration authorityArticle 8 For a limited liability company established according to this Law, it shall indicate in its company name the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its company name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the locus of its main 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 business scope shall be defined in its articles of association and shall be registered according to law. The company may change its business scope by modifying its articles of association, but shall go through the formalities for modifying the registration. If the business scope of a company covers any item subject to approval pursuant to laws or administrative regulations, the approval shall be obtained according to law.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, acting 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 formalities for modifying the 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 juridical person, and its civil liabilities shall be born by its parent company.The company may set up subsidiaries which enjoy the status of an enterprise juridical 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 or shareholders' convention. If the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intends to provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' convention.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 itsinsurances, 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 personal quality. Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary 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, work safety and sanitation and other matters.Pursuant 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 juridical 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 juridical 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 controlling shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of its connection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' convention, shareholders' meeting 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' convention or shareholders' meeting 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.convention, shareholders' meeting or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for revoking the modification registration.Chapter II Establishment and Organizational Structure of a Limited Liability Company Section 1 EstablishmentArticle 23 The establishment 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 organizational structure complies with that of a limited liability company; and(5) The company has a domicile.Article 24 A limited liability company shall be established by 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 business scope of the company;(3) the registered capital of the company;(4) names of shareholders;(5) forms, amount and date of capital contributions made by shareholders;(6) the organizations of the company and its formation, their functions and rules of procedure;(7) 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 to 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-monetary 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-monetary properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the value assessment, such law oradministrative 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-monetary 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 lawfully 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 lawfully established capital verification institution, the representative designated by all the shareholders or the agent entrusted by all the shareholders shall apply for establishment and registration with a company registration application, the articles of association, capital verification and other documents to the company registration authority.Article 31 After the establishment of a limited liability company, if the actual value of the capital contributions in non-monetary properties is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the establishment 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 establishment 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 registered items is changed, it shall handle the modification of the registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-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 shareholder may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the old capital contributions they have made, unless all shareholders agree that they will not contribute to the increased amount of capital on the basis of the percentages of the old capital contributions they have made.Article 36 After the establishment of a company, no shareholder may illegally take away the contribution capital. Section 2 Organizational 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, split-up, 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.shareholder who has made the largest percentage of capital contributions and shall exercise its authorities according to this Law.Article 40 The shareholders' meetings 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' meetings shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Where a limited liability company has not set up the board of directors, the shareholders' meetings shall be convened and presided over by the acting director.If the board of directors or the acting 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 shareholder 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 stipulated 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' meetings on the basis of their respective percentage of the capital contributions, unless it is otherwise stipulated by the articles of association. Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made at a shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, split-up, dissolution or change of the company form shall be adopted by the shareholders representing 2 / 3 or more of the voting rights. Article 45 The board of directors established by a limited liability company shall 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-funded enterprises or other state-funded 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 general meeting of the representatives of employees, employees' meeting of the company or in any other way. 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 theArticle 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 term of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.Article 47 The board of directors shall be responsible for the shareholders' meeting and exercise the following authorities:(1) convening shareholders' meetings and reporting the status on work thereto;(2) carrying out the resolutions made at the shareholders' meetings;(3) determining the operation plans and investment plans;(4) working out the company's annual financial budget plans and final account plans;(5) working out the company's profit distribution plans and loss recovery plans;(6) working out the company's plans on the increase or decrease of registered capital, as well as on the issuance of corporate bonds;(7) working out the company's plans on merger, split-up, change of the company form, dissolution, and etc.;(8) making decisions on the establishment of the company's internal management departments;(9) making decisions on hiring or dismissing the company's manager and his remuneration, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remuneration;(10) working out the company's basic management system; and(11) other functions as prescribed in the articles of association.Article 48 The meeting of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by a director jointly recommended by half or more of the directors.Article 49 The discussion methods and voting procedures of the board of directors shall be prescribed by the articles of association, unless it is otherwise provided for by this Law. The board of directors shall make records of the decisions on the matters discussed at the meetings thereof. The shareholders who attend the meeting shall affix their signatures to the records.In the voting on a resolution of the board of directors, one person shall have one vote.Article 50 A limited liability company may have a manager who shall be hired or dismissed upon the decision of the board of directors. The manager shall be responsible for the board of directors and shall exercise the following authorities:(1) taking charge of the management of the production and business operations of the company, and organizing to implement the resolutions of the board of directors;。
2023公司法各法条总结
2023公司法各法条总结英文回答：The Companies Act 2023 is a comprehensive piece of legislation that governs the formation, operation, and dissolution of companies in England and Wales. It is divided into 13 Parts and 10 Schedules, and it contains over 1,000 sections.General Provisions.The first Part of the Act contains general provisions that apply to all companies, regardless of their size or type. These provisions cover such matters as the incorporation of companies, the registration of company names, and the appointment of directors and officers.Company Formation.The second Part of the Act deals with the formation ofcompanies. It sets out the requirements for forming a company, including the number of members, the amount of share capital, and the appointment of a registered office.Company Management.The third Part of the Act deals with the management of companies. It covers such matters as the powers of directors and officers, the duties of directors and officers, and the conduct of meetings.Company Finance.The fourth Part of the Act deals with company finance. It covers such matters as the issue of shares, the raising of capital, and the payment of dividends.Company Accounts.The fifth Part of the Act deals with company accounts. It sets out the requirements for preparing and filing company accounts, and it also provides for the audit ofcompany accounts.Company Reorganization.The sixth Part of the Act deals with company reorganization. It covers such matters as mergers, acquisitions, and reconstructions.Company Winding Up.The seventh Part of the Act deals with company winding up. It sets out the procedures for winding up a company, and it also provides for the distribution of assets to creditors.Company Insolvency.The eighth Part of the Act deals with company insolvency. It sets out the procedures for dealing with insolvent companies, and it also provides for the appointment of administrators and liquidators.Company Offenses.The ninth Part of the Act deals with company offenses.It sets out the various offenses that can be committed by companies, and it also provides for the penalties that can be imposed for such offenses.Additional Provisions.The tenth Part of the Act contains additionalprovisions that apply to certain types of companies. These provisions cover such matters as the regulation of investment companies, the regulation of insurance companies, and the regulation of banks.Repeals and Savings.The eleventh Part of the Act contains repeals and savings provisions. It repeals the previous Companies Act, and it also saves certain provisions of that Act.Supplementary Provisions.The twelfth Part of the Act contains supplementary provisions. It covers such matters as the interpretation of the Act, the application of the Act to Crown companies, and the application of the Act to companies incorporated outside England and Wales.Schedules.The Act contains ten Schedules. These Schedules contain additional information that is relevant to the provisions of the Act.中文回答：总则。
新加坡公司法-英文版
CHAPTER 16 SINGAPORE COMPANY LAWSection 1 IntroductionSection 2 Incorporation and its ConsequencesSection 3 Corporate GovernanceSection 4 Enforcement of Corporate RightsSection 5 Shareholder RemediesSection 6 SharesSection 7 Debentures and ChargesSection 8 Companies in DistressSection 9 Winding upSECTION 1 INTRODUCTION16.1.1 InSingapore, companies are principally governed by the Companies Act (Cap 50, 1994 Rev Ed) (hereinafter “the Act”). It should be noted though that specific types of companies may, in addition to the Companies Act, be regulated by other statutes. For example, insurance companies and banks are also regulated by the Insurance Act (Cap 142, 1994 Rev Ed) and the Banking Act (Cap 20, 1994 Rev Ed) respectively. Limited liability partnerships, which despite their name are companies, are governed by the Limited Liability Partnership Act (Act 5 of 2005). Certain provisions in other statutes such as the Securities and Futures Act (Cap 289, 1994 Rev Ed) are also relevant to companies.16.1.2 It should also be noted that the statutory provisions governing companies are supplemented by the common law.SECTION 2 INCORPORATION AND ITS CONSEQUENCESObligation to Incorporate16.2.1 Under section 17(3) of the Act, a business organization that has more than 20 members must be incorporated as a company. However, this requirement does not apply to a partnership of persons carrying on a profession that is formed in pursuance of some other written law inSingapore(section 17(3) of the Act). Thus members of the legal profession who are governed by the Legal Profession Act (Cap 161, 1994 Rev Ed) may establish partnerships of more than 20 partners.Registration of a Company16.2.2 As a general rule, any person may, upon lodgment of the requisite documents and payment of the prescribed fee, register a company in Singapore. The mandatory documents to be lodged under section 19(1) of the Act are the memorandum and articles of association. The memorandum and articles of association are the constitutional documents of the company. Under section 22(1) of the Act, the memorandum of association must prescribe the name of the company, the amount of its share capital (if any) and whether the liability of the members of the company is limited or unlimited. The articles of association are the regulations of the company and contain provisions relating to how the company is to be governed. Where the memorandum and the articles are in conflict, the former will prevail.16.2.3 Once the memorandum of the company is registered, the Registrar will issue a notice of incorporation stating that the company is, from the date specified in the notice, incorporated and thetype of company it is, i.e. whether it is a limited or unlimited company and where applicable that it is a private company –see section 19(4) of the Act.Effects of Incorporation16.2.4 Section 19(5) of the Act sets out the general effect of incorporation which is that the company is a body corporate with all such powers as flow from such an entity. The company may sue and be sued in its own name, it has perpetual succession in that it can survive indefinitely until it is wound up, it may hold land, and the liability of its members is limited in the event the company is wound up. 16.2.5 Cases have established that as a body corporate a company has a distinct personality that is recognized by law. In other words, a company has an existence and identity separate from that of its members –see Salomon v A Salomon & Co Ltd [1897] AC 22; Lee v Lee’s Air Farming Ltd [1961] AC 12. The most important consequence of this is that the debts and obligations incurred by the company are its own and its members do not share the company’s liabilities. Creditors of the company may only look to the company for payment of debts owed to them by the company. If the company is insolvent and cannot pay its debts, the creditors will have to bear the loss however solvent the company’s individual members may be. All that the members of a company are obliged to do is to contribute the amount that remains unpaid on the shares that the members have subscribed. This obligation is owed to the company, not the creditors of the company. As such, if the shares were issued on a fully paid basis, or have already been fully paid, the members have no further liability to the company. Thus, when speaking of limited liability it is important to note that what is meant is not that the company’s liability is limited but that the members’liability to contribute to the company is limited to the share capital for which the members have agreed to subscribe.‘Lifting the Veil’of Incorporation16.2.6 While an incorporated company has a personality separate from that of its members, there are circumstances when the courts will ignore such separate personality and treat the company and its members (or officers) as one for limited purposes. Thus, for example, there may be circumstances when the courts will hold the members of a company liable for debts incurred by the company. When the courts do so, it is said that the veil of incorporation is lifted or pierced. Generally, the cases of veil lifting fall into two categories: by statute and at common law.Statutory Exceptions to the Separate Personality Doctrine16.2.7 It is open to Parliament to limit the effects of incorporation by a suitably worded statutory provision. One of the more important statutory limitations on the separate personality doctrine arises under sections 339(3) and 340(2) of the Act. The combined effect of those provisions is that, where debts are contracted without any reasonable or probable expectation that the company would be able to pay the debts, any officer of the company who was a party to the contracting of such debts is guilty of an offence and may, after conviction, be made personally liable by the court for the payment of the whole or any part of such debts.16.2.8 Another important exception is found in section 340(1) of the Act. Where it appears in the course of the winding up of a company that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose, the court may declare that any person who was knowingly a party to the carrying on of the business in such a manner shall be personally liable for all or any of the debts or liabilities of the company as the court may direct.16.2.9 A third important exception arises where dividends are paid even though there are no available profits out of which to pay such dividends –see section 403(2)(b) of the Act. Since dividends may only be paid where there are profits so as not to unduly prejudice creditors of the company, a director or manager of a company who wilfully pays or permits the payment of a dividend in the absence of profits will be liable to the creditors of the company for the amount of the debts due to them to the extent by which the dividends exceed the available profits.Common Law Exceptions to the Separate Personality Doctrine16.2.10 Persons incorporate companies for various reasons but, undoubtedly, one of the reasons is to insulate themselves from personal liability should the business fail. Accordingly, the mere fact that members or officers of a company utilize the corporate vehicle to shield themselves from personal liability is no -reason to disregard the company’s separate personality –see Adams v Cape Industries plc [1990] 1 Ch 433. However, the position is different where the members or officers of a company abuse the corporate form for improper means.16.2.11 Thus, if an individual already has existing legal obligations, but attempts to use the corporate vehicle to evade such obligations, the courts will ignore the company’s separate personality. For example, it has been held that a person who has agreed to sell a house cannot avoid his contractual obligations by transferring the house to a company. Both he and the company were ordered to specifically perform the contract even though the company was not a party to the contract –see Jones v Lipman [1962] 1 WLR 832.16.2.12 Similarly, if a company is used to perpetrate a fraudulent act, the courts will treat the company and those behind it as one and the same. Thus, if a company has been incorporated todefraud innocent investors, the court may hold the promoter of the company liable even though the promoter and company are separate persons –see Re Darby [1911] 1 KB 95.SECTION 3 CORPORATE GOVERNANCESeparation of Ownership and Management16.3.1 Section 157A of the Act states that the business of the company shall be managed by or under the direction of the directors. The directors may exercise all the powers of a company except any power that the Act or the memorandum and articles of the company require the company to exercise in general meeting. This reflects one of the features of company law, namely, that it can facilitate a separation of ownership and management. The members or shareholders who own the company need not necessarily be involved in its management as directors. While in some companies, particularly small ones, the members of the company may also be involved in its management - either as directors or in some other executive capacity - in many other companies, the members are not involved in management. Instead, such companies are managed by boards of directors in which many of the directors are not members of the company. Even when the directors are members of the company, their shareholdings in the company may be relatively small. It should also be noted that, in such companies, even this management by the board may often be notional as the majority of the members of the board may not be full-time directors but are non-executive directors. In such companies, the day-to-day management of the company will be in the hands of the senior executive officers of the company, some of whom may be board members. The role of boards in such companies is then to exercise a general oversight but not to be involved in executive matters.Statutory Duties16.3.2 Under common law, directors are regarded as fiduciaries and therefore owe fiduciary duties to their companies. At the same time, the Act also prescribes certain duties on directors which mirror their general duties under the common law. One important provision is section 157(1) of the Act which prescribes that a director shall at all times act honestly and use reasonable diligence in the discharge of the duties of his office. Section 157(2) of the Act goes on to state that an officer or agent of a company shall not make improper use of any information acquired by virtue of his position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any other person, or to cause detriment to the company.16.3.3 Section 157 of the Act does not purport to be an exhaustive statement of the law relating to the duties that directors owe to their companies. In this regard, section 157(4) provides that the section is in addition to and not in derogation, of any other rule of law relating to the duty or liability of directors or officers of a company. The effect of section 157 is to render those duties mandatory while the duties at common law are capable of exclusion by agreement between the company and its directors, assuming that the company has made such a decision independently of the interested directors. Under section 157(3) of the Act, a breach of sections 157(1) and 157(2) renders the officer or agent liable to the company for any profit made or any damage suffered by the company as a result of the breach. At the same time, a breach of these sections is an offence, and the officer or agent shall be liable upon conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding one year.Duty at Common Law to Act in the Best Interests of the Company16.3.4 In the exercise of their duties, directors must act bona fide in what they consider is in the best interests of the company. When the acts of directors are challenged, the courts do not substitute theirown judgment for that of the directors –see ECRC Land Pte Ltd v Wing On Ho Christopher [2004] 1 SLR 105; Vita Health Laboratories Pte Ltd v Pang Seng Meng [2004] 4 SLR 162. All that the courts are concerned about is whether the directors have acted honestly in what they (and not the courts) considered to be in the company’s best interests. Of course, if the decision is one that no reasonable board would have arrived at, this casts serious doubt on the bona fides of the directors.16.3.5 It should be noted though that, while the directors’overriding duty is to the company, section 159 of the Act provides that in exercising their powers, directors are entitled to have regard to the interests of the company’s employees generally, as well as the interests of its members. That directors may have regard to the interests of its members is also the position at common law since the members collectively do in a sense comprise the company notwithstanding the company’s separate personality –see Peters American Delicacy Co Ltd v Heath (1939) 61 CLR 457; Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286. The entitlement to have regard to the interests of employees is also a sensible one since advancing the interests of employees will often be in the best interests of the company.16.3.6 There are also circumstances where directors must have regard to the interests of creditors. Generally speaking, creditors have no interest in the company’s assets. A creditor who wishes to enforce the debt owing to him from the company must bring a claim against the company. In the absence of an interest in the company’s assets, the directors of a company do not have to take the interests of creditors into account when making corporate decisions. However, when a company is unable to pay its debts, and is thereby effectively insolvent, the interests of its creditors must be taken into account. This is because creditors of an insolvent company are entitled to appoint a liquidator to get in the assets of the company to which the creditors have a prior claim before the members of thecompany. Accordingly, in such circumstances, directors must ensure that the affairs of the company are properly administered and that its property is not dissipated or exploited to the prejudice of the creditors –see Winkworth v Edward Baron Development Co Ltd [1987] 1 All ER 114.Duty at Common Law to Avoid Conflicts of Interest16.3.7 As a fiduciary, a duty of loyalty is imposed on a director vis-à-vis the company. As a result, a director is obliged not to place himself in a position where his duty to the company may conflict with his own interests –see Chew Kong Huat v Ricwil (Singapore) Pte Ltd [2000] 1 SLR 385;Kumagai-Zenecon Construction Pte Ltd v Low Hua Kin [2000] 2 SLR 501. One particular application of this duty is that a director is not permitted, without the fully informed consent of the company, to make a profit in connection with the director’s position. Thus, if the director comes across a business opportunity while discharging his role as a director, he cannot personally take advantage of such an opportunity unless the company has, with full knowledge of the facts, permitted him to do so. This permission may be given by the rest of the board (assuming the other board members giving approval do not stand to benefit personally) or by the members in general meeting.Duty at Common Law to Act for Proper Purposes16.3.8 The management of a company is generally vested in the board of directors and the board will often have other more specific powers such as the power to issue shares under section 161 of the Act, provided that the directors have obtained a specific or general mandate to do so. Such powers must be exercised for proper purposes. Even if directors have acted in good faith in what they believe is in the best interests of the company, they may have exercised certain powers in an improper manner. For example, it has been held that, where the power to issue shares was used to facilitate a takeover bidfor a company, that was not a proper exercise of such a power even though the directors felt that they were acting in the company’s best interests –see Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821.Effect of Breach of Fiduciary Duties16.3.9 If a director places his own interests above those of the company, the director will be liable for any loss caused to the company. If the director has profited from his position without the informed consent of the company, the director may have to account for the profits to the company. Where the director has contracted with the company, e.g. the director has sold an asset to the company, the company may be able to avoid the contract if the contract with the company was entered into in breach of the director’s fiduciary obligations to the company. Where a third party has entered into a contract with the company knowing that the directors of the company have acted improperly, the company may also be able to avoid the contract vis-à-vis the third party.SECTION 4 ENFORCEMENT OF CORPORATE RIGHTSThe ‘Proper Plaintiff’Rule16.4.1 As a company has a personality separate from that of its members, a member of the company cannot sue to enforce rights that belong to the company. This is known as the ‘proper plaintiff’rule, namely, that the company is the proper plaintiff in respect of any rights that it has –see Foss v Harbottle (1843) 2 Hare 461; Ng Heng Liat v Kiyue Co Ltd [2003] 4 SLR 218. Where a company has rights to be enforced, or is being sued, the usual body that is empowered to decide whether the company should either bring an action or defend the claim is the board of directors in whom the power of management is usually vested.Derivative Actions16.4.2 Notwithstanding the proper plaintiff rule, there may be occasions where a member of the company is entitled to bring an action on behalf of the company. Where a member does this, the action is referred to as a derivative action as the right is derived from the company. The member is not suing to enforce any rights that belong to him personally. In such actions, the company is included as a nominal defendant so that any decision of the court will bind the company as well.16.4.3 A member may bring a derivative action in respect of a wrong done to the company where the wrongdoer is the person who has control of the company and is in a position, or has used such control, to prevent a proper action from being brought against him. The wrong done may have arisen because the person in control of the company has appropriated the company’s assets for himself, or it may consist of an abuse of the powers vested in the wrongdoers, e.g. where the majority shareholders attempt to use their voting power in an illegitimate manner. In such a situation, the wrongdoers would use their control of the company to prevent a claim from being brought against themselves. Accordingly, a member will be allowed to institute a derivative action against the wrongdoers if the member is bringing the claim bona fide for the benefit of the company in circumstances where there is no other remedy available. If the action is being brought for an ulterior motive or in bad faith, the court is entitled to take that into account in determining if it is in the best interests of the company that the action should proceed.Statutory Derivative Action16.4.4 In addition to the common law derivative action discussed above, sections 216A and 216B of the Act make provision for a statutory derivative action. This action is potentially available to anymember of a company, the Minister of Finance (in certain cases), or any other person who in the discretion of the court is a proper person to make an application under the section. Such persons are potential complainants under sections 216A and 216B.16.4.5 Section 216A(2) of the Act provides that a complainant may apply to the court for leave to bring an action in the name and on behalf of the company or intervene in an action to which the company is a party for the purpose of prosecuting, defending or discontinuing the action on behalf of the company. The court will only grant leave if the court is satisfied under section 216A(3) of the Act that the complainant has given 14 days’notice to the directors of the company of the complainant’s intention to apply for leave; the complainant is acting in good faith; and it appears to be prima facie in the interests of the company that the action be brought, prosecuted, defended or discontinued. One advantage of the statutory derivative action is that if the court authorizes the bringing of the action, it can order the company to pay reasonable legal fees and disbursements incurred by the complainant in connection with the action. Under the common law derivative action, the risk of legal costs falls on the person bringing the action.16.4.6 Section 216B(1) states that an application under section 216A shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company has been or may be approved by the members of the company However, evidence of approval by the members may be taken into account by the court in making an order under section 216A.SECTION 5 SHAREHOLDER REMEDIESThe Oppression Remedy16.5.1 In addition to the ability to bring a common law or statutory derivative action to protect the legitimate interests of the company, there are two other important remedies open to shareholders who feel that their interests are being prejudiced. The first arises under section 216 of the Act. Section 216(1) provides that any member or holder of a debenture of the company, or the Minister of Finance in certain cases, may apply to the court for an order that the affairs of the company are being conducted in a manner oppressive to one or more of the members or holders of debentures, or in disregard of their interests as members, shareholders or holders of debentures of the company. A similar application may be made if an act of the company has been done or is threatened which unfairly discriminates against or is otherwise prejudicial to one or more of the members or holders of debentures. Section 216 is commonly referred to as the ‘oppression remedy’.16.5.2 Where such an application is made, and the court after hearing the evidence is satisfied that the complaint is a valid one, the court may, with a view to bringing an end or remedying the matters complained of, make such order as it thinks fit. Such orders may include directing or prohibiting any act or canceling or varying any transaction or resolution; regulating the conduct of the affairs of the company in future; authorizing civil proceedings to be brought in the name of the company; providing for the purchase of the shares and debentures of the company by other members or holders of debentures or the company itself; or even winding up the company.16.5.3 Section 216 of the Act is intended to provide relief to members or holders of debentures where those in control of the company exhibit conduct that is equivalent to abuse or wrongdoing. The courts are not concerned whether a company is well managed. Business decisions are for the board to make and the courts will not generally second guess business decisions. Nor are the courts concerned that a member or some members are frequently outvoted. It is part and parcel of corporateadministration that decisions are taken by the majority. What the courts are concerned with is whether the affairs of the company are being run by those in control in such a way that there is a visible departure from the standards of fair dealing and a violation of the conditions of fair play which a shareholder is entitled to expect –see Re Kong Thai Sawmill (Miri) Sdn Bhd [1978] 2 MLJ 227. This may arise where key shareholders are excluded from management; where shareholders are deprived of information about the company; where the dominant members are clearly preferring their own interests; and where the patriarch of a family company behaves in an autocratic manner, just to give some common examples.Winding Up on the Just and Equitable Ground16.5.4 Under section 254(1)(i) of the Act, the court may wind up a company where it is just and equitable to do so. This is an important remedy for shareholders as it provides a means for disgruntled shareholders to use the winding up process to disengage from a company.16.5.5 The just and equitable ground for winding up has been used in a number of different circumstances. For example, where the main object of the company cannot be achieved or has been departed from, aggrieved members of the company may petition for the company to be wound up. Similarly, a company may be wound up if it engages in acts that are entirely outside of what can fairly be regarded as having been within the general contemplation and understanding of the members when they became members of the company. Another situation where the just and equitable ground has been used is where the company’s business has been carried on in a fraudulent manner. In addition, where the company is a quasi-partnership, in that the way the business is run resembles how a partnership is managed despite the use of the corporate form, and further, trust and confidenceamong the members has been irretrievably damaged, the court may order the winding up of the company since the members can no longer work with one another.SECTION 6 SHARES16.6.1 A share is the interest of a shareholder in the company measured by a sum of money, for the purpose of liability in the first place, and of interest in the second, but also consisting of a series of mutual covenants entered into by all the shareholders between themselves in accordance with section 39(1) of the Act –see Borland’s Trustee v Steel Brothers & Co Ltd [1901] 1 Ch 279.16.6.2 As mentioned earlier, the liability of a member/shareholder is to contribute to the company only that amount unpaid on the shares taken up by the member/shareholder. This is what is meant by limited liability. A shareholder is entitled to participate in the life of the company on the terms set out in the company’s constitutional documents, namely, the memorandum and articles of association, and to the extent allowed by the Act. The exact rights of the shareholder will depend on the terms of the memorandum and articles. Generally, all shareholders will be entitled to a pro-rata share of any dividends that are declared and paid. Where a company is wound up, again all shareholders are generally entitled to a pro-rata share of any assets remaining after the creditors of a company have been paid. Shareholders are also entitled to appoint and remove the directors of the company.16.6.3 Generally speaking, there are two broad classes of shares –ordinary shares and preference shares. Preference shares, as the name suggests, are shares that confer some preference on the holders of those shares. That preference may be in the form of dividends or return of capital. For example, the terms of a preferential share may provide that the holders of those shares are entitled to a particular rate of dividend before any dividends may be paid to holders of ordinary shares.Maintenance of Capital16.6.4 A company underSingaporelaw is required to maintain its capital in the sense that it cannot, as a general rule, return capital to its members. This general rule is intended to protect creditors. Creditors of a company are said to give credit to the company on the faith that the capital of the company will be applied only for the purposes of the business and therefore have a right to insist that such capital be kept and not returned to the shareholders –see Re Exchange Banking Co (1882) 21 ChD 519.16.6.5 This is not to say that members of a company cannot obtain any return on their investment. Indeed, if a company makes profits in a particular year, the company may pay dividends to its shareholders out of the profits made. The rules relating to capital maintenance also do not mean that members of the company must continue to contribute to the company when trading losses have occurred thereby depleting the company’s capital. A member’s liability to the company is limited only to the amount he has agreed to contribute to the company when the shares are issued to him. The rules relating to capital maintenance simply mean that, absent profits, a company must not take any steps that in effect return capital to its shareholders.16.6.6 Arising from this general principle, the following 5 propositions may be made:(i) a company may not purchase its own shares or those of its parent company –see section 76(1)(b) of the Act;(ii) a company may not lend money on the security of its own shares or those of its parent company - see section 76(1)(c) of the Act;。
国际商法_第四章：公司法.ppt
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母公司与子公司
母公司：通过掌握其他公司的股票（份）从而 能实际控制其他公司营业活动的公司。
子公司：处于被控制或者依附地位，但有独立 的法人资格，依法独立承担民事责任。
总公司与分公司
这是从公司内部组织关系来看 ，分“公司”其 实只是公司的分支机构，并非真正意义上的公司。 总公司又称“本公司”，是相对于其分支机构而言， 有权管辖公司的全部内部组织如各个分部门、分公 司、科室、工厂、门市部等的总机构。分公司也需 依法设立及登记，但其作为公司的一种分支机构， 不具有法人资格，设立比较方便，程序简单。
第四章：公 司 法
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本章内容提要
1、公司及公司法的概念、特征 2、公司的主要分类 3、公司的设立 4、公司的财务及资金来源 5、公司的管理和治理 6、公司的合并、解散和清算 7、外国公司
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第一节：公司及公司法的概念
一、公司的概念
❖ 公司是目前世界上普遍存在的一种企业组织形式，但是，在 法律上，关于“公司”一词的含义，不同国家因所属法系不 同而有不同表述。
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（1）适用条件：
❖ 公司设立合法，已取得法人资格 ❖ 股东滥用控制权，进行了不当的行为。 ❖ 股东控制权的滥用，客观上损害了债权人利
益或社会公共利益。
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（2）几种具体的情形：
A、涉及公司资金问题－出资不实或不足
指公司这山望着那山高时的酱，与其所从 事业务的特征以及该项业务所必须带来的 风险相比不对称。
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作为公司形式之一的股份有限公司，在商事经 营活动中，具有其他公司和业形式无可比拟的优 越性，但同时它又有一些不可避免的缺陷或不足， 对股份有限公司的分析和研究，应有辨证地思考， 应对其作出全面、客观的评价。
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
21世纪法学系列双语教材公司法翻译
目录第一章你的客户想经商 (1)第二章公司是什么 (10)第三章决定是否和如何注册 (16)第四章公司结构 (20)第五章你想成立一个封闭式公司吗？ (30)第六章管理者与董事职责 (37)第七章融资 (47)第八章股东权利 (55)第九章资本与分配 (62)第十章股东诉讼 (70)第十一章合并、收购和解散 (78)第一章你的客户想经商P1一个律师被一个想经商的客户保留下来。
有几种类型的商业实体（经商方法；公司与合伙企业是许多选择中的两种）。
法律秘书和律师助理协助律师在客户面前面谈，获得事实和信息，准备适当的形式和协议，进行法律研究和记录文件。
有必要找出客户有什么样的实力。
然后，你必须与律师讨论适合的实力选择。
律师向客户解释了不同的方式去经营业务，每一个优点和缺点，然后决定与客户的最佳运载工具，以实现客户的目标。
P2商业实体的类型：独资经营一般合伙企业有限责任合伙公司企业封闭式公司股份有限公司有限责任合伙合资企业，商业信托，专业公司，非营利性公司和公营公司不是法律公司的。
日常工作，更属于专业领域。
独资经营：独资企业是由一个人拥有的企业。
它很容易成立并且一般在口头上就能成立。
通常，国家和市政机构没有必要提交申请。
它不是法人实体。
这意味着你不能以公司的名义请求、被请求或者买卖财产。
例如，ABC披萨店被史密斯先生拥有，你要经营的话就必须请求史密斯先生。
琼斯想要作为一个独资经营者从事管道业务。
他租了一个仓库并把名字放在窗户上。
“琼斯的管道”。
他现在是一个独自经营者，他接收所有他公司的利润。
他经营者公司，雇佣、解雇以及做一切商业决定。
如果公司有亏损，他承受损失。
琼斯可能投资了500美元开始他的事业。
不管引发多少数量的债务，他都以个人名义承担。
独资经营主要的劣势是个人的无限责任。
如果管道业务经营者驾驶他的车去顾客家修理管道，但是却发生了意外，撞伤一个人，导致这个人将不能再走路、工作，那么这个哪位经营者将个人承担大量的赔偿。
公司法英文版.doc
公司法英文版（2）-; Article 103; In order to hold a general meeting of shareholders, notice concerning the time, venue and matters to be considered at the meeting shall be given to each shareholder twenty days in advance. In the event of an interim meeting of shareholders, the notice may be given fifteen days in advance. Where the company has issued bearer share certificates, a public notice concerning the time, venue and matters to be considered at the meeting shall be made thirty days prior to the meeting.; Shareholders individually or jointly holding three percent (3%) of the shares of the company may, ten days prior to the general meeting of shareholders, submit a temporary written proposal to the board of directors. The board of directors shall, within two days after receipt of the proposal, inform other shareholders and submit the proposal to the general meeting of shareholders for deliberation. The items contained in the proposal shall fall within the scope of powers exercised by the general meeting of shareholders and clear topic and specific matters to be considered shall be included. The general meeting of shareholders shall not decide on any matters that are not specified in aforesaid notices. Where the holders of bearer shares attend the general meeting of shareholders, they shall deposit the shares with the company five (5) days earlier before the date of the meeting up till the closingdate of the meeting.; Article 104; When a shareholder attends the general meeting of shareholders, each share he holds is entitled to one vote. However, the share held by the company itself shall not have the voting right. A resolution adopted by the general meeting of shareholders requires affirmative votes by a majority of the votes held by shareholders attending the meeting. The resolution with regards to amendment to the articles of association, increase or decrease of registered capital, merger, division or dissolution of the company or change of the form of the company requires affirmative votes by at least two-thirds of the votes held by shareholders attending the meeting.; Article 105; Where it is stipulated in this Law or the articles of association that the assignment or receipt of the company s major assets or provision of security shall be determined at the general meeting of shareholders, the board of directors shall, in a timely manner, convene the general meeting of shareholders that will vote on aforesaid matters.; Article 106; The general meeting of shareholders shall adopt accumulative voting system when voting on the election of directors or supervisors in accordancewith the articles of association or the resolution adopted by the shareholders general meeting. The accumulative voting system referred to herein means that in the election of the directors or supervisors at the general meeting, the number of votes attached to each share held by a; shareholder shall be equal to the number of candidates. A shareholder can multiply his voting shares by the number of candidates and vote them all for one person for director or supervisor.; Article 107; A shareholder may attend a general meeting of shareholders by proxy, the proxy holder shall present the proxy statement issued by the shareholder to the company, and shall exercise his voting rights to the extent authorized by the proxy.; Article 108; The general meeting of shareholders shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the chairman of the meeting and directors attending the meeting. The minutes shall be maintained together with the record containing signatures of the shareholders attending the meeting and the proxy statements.; Section Three Board of Directors and General Manager公司法英文版（2）-; Article 109; A joint stock limited company shall have a board of directors, which shall be composed of not fewer than five but not more than nineteen members.; The members of the board of directors shall include representatives of the staff and workers of the company. Such representatives of the staff and workers shall be democratically elected by the staff and workers of the company through the congresses or assemblies of the workers and staff members or other forms.; The provisions of Article 46 on the term of directors of a limited liability company shall apply to that of the directors of a joint stock limited company.; The provisions of Article 47 on the functions and powers of the board of directors of a limited liability company shall apply to that of the board of directors of a joint stock limited company.; The board of directors shall have a chairman, and may have one or two vice-chairmen. The chairman and vice-chairman shall be elected by the board of directors through affirmative votes by more than half of all the directors.; The chairman shall convene and preside over meetings of the board of directors and supervise the implementation of resolutions adopted by the board of directors. The vice-chairman shall assist the chairman in his work. Where the chairman is unable to or does not exercise his authorities, the vice-chairman appointed by the chairman shall exercise such authorities in his capacity. Where the vice chairman is unable to or does not exercise his authorities, a director jointly nominated by more than half of all the directors shall exercise such authorities.; Article 111; The board of directors shall hold meetings at least twice a year, and notice shall be given to all directors and supervisors ten days in advance. Shareholders representing one tenth of voting rights, or one third or more of all the directors or supervisors may propose to have an interim meeting of the board. The Chairman, within ten days after receipt of such proposal, may convene and preside over a meeting of the board. Where an interim meeting of the board of directors is to be held, the method and time limit for notification for convening the interim meeting may be prescribed separately.; A meeting of the board of directors may not be held unless attended by more than half of the directors. A resolution adopted by the board of directors requires affirmative votes by more than half of all the directors.; In the voting procedures, one director shall represent one vote.; Article 113; A meeting of the board of directors shall be attended by each director in person. Where a director is unable to attend the meeting for cause, he may issue a written proxy entrusting another director to attend on his behalf, and the proxy shall set forth the scope of authorization.; The board of directors shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the directors attending the meeting and the person preparing the minutes.; The directors shall be responsible for resolutions adopted by the board of directors. Where a resolution of the board violates any national statutes, administrative regulations or the articles of association, and causes the company to incur serious loss, those directors participating in the adoption of the resolution are liable to the company for damages. Provided, however, if a director is proven to have dissented at the vote adopting such resolution and such dissension was noted in the minutes, then the director may be exemptfrom liability.; Article 114; A joint stock limited company shall have a general manager, to be appointed or removed by the board.公司法英文版（2）-; The provisions of Article 50 on the functions and powers of the manager of a limited liability company shall apply to the manager of a joint stock limited company.; Article 115; The board of directors of the company may decide that a board member is to serve concurrently as the general manager.; Article 116; A joint stock limited company must not directly, or through its affiliate companies, borrow money from its directors, supervisors or senior officers.; Article 117; A joint stock limited company shall disclose on regular basis the remuneration of its directors, supervisors and senior officers.; Section Four Board of Supervisors; Article 118; A joint stock limited company shall have a board of supervisors, which shall be composed of not fewer than three (3) members.; The board of supervisors shall be composed of the shareholders’ representatives and representatives of the workers of the company. The number of the workers representatives shall not be lower than one third of all the supervisors, the specific percentage of which shall be determined in the articles of association. The workers’ representatives on the board of supervisors shall be democratically elected by the workers of the company through the congresses or assemblies of the workers and staff members or other forms. The board of supervisors shall have one chairman that shall be elected by more than half of all the supervisors. The meetings of the board ofsupervisors shall be convened and presided over by the chairman of the board. In the event that the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of all the supervisors.; A director and a senior officer may not serve concurrently as a supervisor.; The provisions of Article 52 on the term of the supervisor of a limited liability company shall apply to the supervisor of a joint stock limited company.; Article 119; The provisions of Article 54 and Article 55 on the functions and powers of the board of supervisors of a limited liability company shall apply to the board of the supervisors of a joint stock limited company.; Reasonable expenses necessary for supervisors to performance their duties shall be borne by the company.; Article 120; The board of supervisors shall convene a meeting at least every six months. An interim meeting of the board may be called at the request of supervisors.; The rules of deliberation and voting procedures for the board ofsupervisors shall be stipulated by the articles of association of the company.; The board of supervisors shall prepare a minute of the meeting signed by all supervisors attending the meeting.; Section Four Special Provisions on the Structure of a Listed Company; Article 121; A listed company referred to herein means a joint stock limited company whose shares are listed and traded on a securities exchange.; Article 122; Any purchase or sale of major assets within one year or provision of a security in an amount in excess of thirty percent (30%) of the total assets by a listed company shall be deliberated and determined at a general meeting of shareholders and the resolution adopted by such a meeting requires affirmative votes by shareholders representing two-thirds of the voting rights.; Article 123; A listed company shall have independent directors the specific method of which shall be determined by the State Council.; Article 124公司法英文版（2）-; A listed company shall have a secretary of the board of directors whose responsibilities include the preparation of the general meeting of shareholders and meetings of the board of directors, maintenance of documents, share management as well as relevant matters concerning information disclosure.; Article 125; The director of a listed company affiliated with the enterprise involved in the matters discussed by the board of directors shall not exercise his own, or represent other directors to exercise voting right for such matters. The meeting of the board of directors may be held once more than half of the unaffiliated directors will be present. The resolution made by the meeting of the board shall be adopted by more than half of all such directors. Where there are not more than three (3) unaffiliated directors, the relevant matters shall be forwarded to the general meeting of shareholders for deliberation.; Chapter Five Issue and Transfer of Shares of Joint Stock Limited Companies; Section One Issue of Shares; Article 126; The capital of a joint stock limited company shall be divided into shares, and all the shares shall be of equal value.; Shares of the company are represented by share certificates. A share certificate is a certificate issued by the company certifying the share held by a shareholder.; Article 127; When shares are issued, the principles of openness, fairness, and equity shall be followed, and each share in the same class must have the same rights and receive the same interests.; For shares issued at the same time, each share shall be issued on the same conditions and at the same price. All entities or individuals subscribing for shares shall pay the same price for each share.; Article 128; The issuing price per share may be at par value, or above par value, but may not be below par value.; Article 129; A share certificate shall be in paper form or in other forms prescribed by the securities regulatory authority under the State Council.; A share certificate shall set forth the following major items:; (1) the name of the company;; (2) the company’s date of registration and establishment;; (3) the class and par value of the shares and the number of shares represented;; (4) the serial number of the share certificate.; The share certificate shall be signed by the chairman of the board, and the company’s chop shall be impressed thereon.; Share certificates held by the sponsors shall be marked with the words Sponsors’ Share.; Article 130; Share certificates issued by the company may be in the form of either registered share certificates or bearer share certificates.; Share certificates issued by the company to its sponsors or legal persons shall be registered share certificates bearing the names of such sponsors or legal persons, and may not be registered under any other names or in the names of their legal representatives.; Article 131; A company issuing registered share certificates shall maintain a record of shareholders, which shall set forth the following:; (1) the name and domicile of each shareholder;; (2) the number of shares held by each shareholder;; (3) the serial numbers of share certificates held by each shareholder;; (4) the date on which each shareholder acquired his shares.; A company issuing bearer share certificates shall record the number of such share certificates, their serial numbers and their issuing dates.公司法英文版（2）-; Article 132; The State Council may make separate stipulations relating to a company’s issuance of shares of classes other than those prescribed herein.; Article 133; Upon registration and establishment, a joint stock limited company shall promptly deliver the share certificates to its shareholders officially. Prior to registration and establishment, the company may not deliver any share certificate to its shareholders.; Article 134; Where a company is to issue new shares, the general meeting of shareholders or the board of directors shall adopt a resolution concerning thefollowing in accordance with the articles of association:; (1) the classes and number of the new shares;; (2) the issuing price of the new shares;; (3) the commencing and ending dates of issuance of the new shares;; (4) the classes and number of new shares issued to the existing shareholders.; Article 135; When a company is approved by the securities supervision and administration department under the State Council to issue new shares to the public, it shall make public the prospectus for the issue of new shares, its financial and accounting statements, and shall prepare the subscription form.; The provisions of Article 88 and Article 89 shall apply to the issue of new shares.; Article 136; In issuing new shares, a company may determine the pricing scheme in light of the business operation and financial conditions of the company.; Article 137; Upon full receipt of the share proceeds from the company’s newly issued shares, the company shall carry out amendment registration with the company registration authority and shall make a public announcement.; Section Two Assignment Of Shares; Article 138; Shares held by a shareholder may be assigned in accordance with the law.; Article 139; Assignment of shares by a shareholder must be carried out at a lawfully established securities exchange or in other manners stipulated by the State Council.; Article 140; Assignment of registered share certificates is effected by the shareholder’s endorsement thereof or by other methods prescribed by the relevant national statutes or administrative regulations. In the case of assignment of registered share certificates, the company shall record the assignee’s name and domicile on the record of shareholders.; Alteration registration for the record of shareholders referred to in the preceding paragraph shall not be carried out for a period of twenty days prior to the holding of a general meeting of shareholders, or five days prior to the record date for the purpose of dividend distribution determined by the company. However, where such change of shareholders is otherwise stipulated by the law, such stipulations shall apply.; Article 141; Assignment of bearer share certificates takes effect upon delivery thereof by the shareholder to the assignee.; Article 142; Shares of a company held by its sponsors may not be assigned for a period of one year commencing from the date of the company’s establishment. Shares that have been issued before the public offer shall not be transferred for a period of one year commencing from the date of trading of the company s shares on a stock exchange.; The directors, supervisors and senior officers of the company shall report to the company the number of the company’s shares held thereby and any change of such shareholding. The shares transferred within their term of office each year shall not exceed twenty-five percent (25%) of the total shares of the company held by them. Shares of the company held by aforesaid people shallnot be transferred for a period of one year commencing from the date of trading of the company s shares on a stock exchange. These people, within half of the year from their departure from the company, shall not transfer the shares of the company held by them. The articles of association may otherwise provide for restrictions on the transfer of the shares of the company held by its directors, supervisors and senior officers.公司法英文版（2）-; Article 143; A company may not purchase its own shares, except in the following cases:; (1) reducing the company’s registered capital;; (2) merging with another company holding shares of the company;; (3) granting incentive shares to the staff and workers of the company;; (4) requesting the company to purchase its own shares where shareholders of the company oppose the decision on merge or division of the company made at a general meeting of shareholders.; A resolution shall be adopted by a general meeting of shareholders in the event of a purchase as described in the above items from (1) through (3). The original shares, after the company has purchased its own shares in the case as described in item (1), shall be cancelled within ten days of such purchase. In the cases as described in item (2) and (4), the shares shall be transferred or canceled within six months of such purchase.; The shares of the company purchased by itself in the case as described in item (3) shall not exceed five percent (5%) of the total shares issued by the company. The fund for such purchase shall be paid out of the after-tax profits of the company and the shares purchased shall be transferred to the staff and workers within one year of such purchase.; The company may not accept its own shares as the collateral under a security arrangement.; Article 144; If a registered share certificate is stolen, lost or destroyed, the shareholder may petition a people’s court for the invalidation thereof throughthe public notice procedure prescribed in the Civil Procedural Law of the People’s Republic of China.; After the people’s court has invalidated such share certificate through the public notice procedure, the shareholder may apply to the company for re-issuance of a certificate for the share.; Article 145; The shares of a company approved for listing shall be listed in accordance with laws, administrative regulations and trading rules set forth by a stock exchange.; Article 146; A listed company shall make public its financial conditions and operating conditions in accordance with the relevant laws and administrative regulations, and shall make public its financial and accounting reports semiannually in each fiscal year.; Chapter Six: Qualifications and Obligations of Directors, Supervisors and Senior Officers; Article 147; A person in any of the following categories may not serve as a director,supervisor, or the general manager of a company:; (1) without civil capacity or with limited civil capacity;; (2) having been sentenced to prison for the following crimes, and completion of the sentence being less than five years ago: embezzlement, bribery, conversion of property, misappropriation of property, sabotage of social economic order; or having been deprived of political rights as a result of a criminal conviction, and completion of such sanction being less than five years ago;; (3) having served as a director, the factory chief, or the general manager of a company or enterprise which underwent bankruptcy liquidation as a result of mismanagement, and being personally responsible for such bankruptcy, and completion of the bankruptcy liquidation being less than three years ago;; (4) having served as the legal representative of a company or enterprise whose business license was revoked due to its violation of law, and being personally responsible for such revocation, and such revocation occurring less than three years ago;; (5) in default of personal debt of a significant amount.; If the company elects or appoints a director or supervisor or employs the senior officer in violation of the above paragraph, such election, appointment or employment is invalid. The company shall remove the director, supervisor orsenior officer once the circumstances described in item (1) occur.公司法英文版（2）-; Article 148; A director, supervisor, or the general manager shall abide by laws, administrative regulations and articles of association of the company and shall have the fiduciary and diligent duties to the company.; A director, supervisor, or the senior officer may not abuse their authorities by accepting bribes or generating other illegal income, and may not convert company property.; Article 149; The director and senior officer:; (1) may not misappropriate company funds;; (2) may not deposit company assets into an account in his own name or in any other individual’s name;; (3) may not loan company funds to other people or give company assets as security for the debt of any other individual without the approval of the shareholders meeting, general meeting of shareholders or the board of directors in violation of the articles of association;; (4) may not execute any contract or engage in any transaction with the company in violation of the articles of association or without the approval of the shareholders meeting or the general meeting of shareholders;; (5) may not use the favorable conditions and conveniences to seek the business opportunities that shall belong to the company to engage in the same business as the company in which he serves as a director or the senior officer either for his own account or for any other person’s account without the approval of the shareholders meeting or the general meeting of shareholders;; (6) may not accept and possess the commissions paid by others for transactions conducted with the company;; (7) may not disclose company confidential information without authorization;; (8) may not engage in other activities in violation of his fiduciary duties.; Article 150; If a director, supervisor or the senior officer causes detriment to the company while performing his duties in violation of laws, administrative regulations or the articles of association, he shall be liable for the loss so caused.; Article 151; Where the shareholders meeting or the general meeting of shareholders requires a director, supervisor or the senior officer to be present at meetings, they shall be present at meetings and answer the inquiries of shareholders.; A director or senior officer shall provide the board of supervisors or the supervisors of a limited liability company without a board of supervisors with genuine documents and information and shall not obstruct the board of supervisors or supervisors from performing duties.; Article 152; Where a director or senior officer is involved in the circumstance as described in Article 150, the shareholders of a limited liability company or a joint stock limited company that individually or jointly hold one percent (1%) of the total shares for consecutive 180 days may request in writing the board ofsupervisors or the supervisors of a limited liability company without a board of supervisors to file suit before a people s court. Where a supervisor is involved in the circumstance as described in Article 150, aforesaid shareholders may request in writing the board of directors or the executive director of a limited liability company without a board of directors to file suit before a people s court.; Where the board of supervisors or the supervisors of a limited liability company without a board of supervisors, or the board of directors or the executive director refuses to file suit after receipt of the written request mentioned above, or does not file suit within thirty days of the receipt of the same, or comes across an emergency where, if no immediate actions are taken, the company s interests shall be incurably impaired, then the shareholders may, for the interest of the company and on their own behalf, directly file suit before a people s court.。
公司法LF - M&A
THE COMPANIES ACT, (CAP. 50)______________________________________Private Company Limited by Shares_______________________________________MEMORANDUM OF ASSOCIATIONofLIVE FINE AGRICULTURE & CULTURE DEVELOPMENT PTE.LTD.(Incorporated in the Republic of Singapore)1.The name of the company is LIVE FINE AGRICULTURE & CULTURE DEVELOPMENTPTE. LTD.2.The Registered Office of the Company will be situated in the Republic of Singapore.3.The liability of the members is limited.4.The share capital of the company is SINGAPORE DOLLAR 30,000.5.We, the several persons whose names and addresses and occupations are hereuntosubscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.Names and Addresses of members Ordinary Shares AllottedWU ZHIZHONG,30,00087 FUJIAN PROVINCE FUZHOU CITYGULUO DISTRICT GUPIN ROAD CHINADated this 04 day of Jun 2012THE COMPANIES ACT, (CAP. 50)______________________________________Private Company Limited by Shares_______________________________________ARTICLES OF ASSOCIATIONofLIVE FINE AGRICULTURE & CULTURE DEVELOPMENT PTE.LTD.(Incorporated in the Republic of Singapore)Preliminary1.The regulations in Table A in the Fourth Schedule to the Act shall not apply to the company except so far asthe same are repeated or contained in these Articles.Interpretation2.In these Regulations –"Act" means the Companies Act (Cap. 50) and any statutory modification or re-enactment thereof for the time being in force;"seal" means the common seal of the company;"secretary" means any person appointed to perform the duties of a secretary of the company;expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;words or expressions contained in these Articles shall be interpreted in accordance with the provisions of the Interpretation Act, and of the Act as in force at the date at which these Articles become binding on the company.Share capital and variation of rights3.Without prejudice to any special rights previously conferred on the holders of any existing shares or class ofshares but subject to the Act, shares in the company may be issued by the directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, as the directors, subject to any ordinary resolution of the company, determine.4.Subject to the Act, any preference shares may, with the sanction of an ordinary resolution, be issued on theterms that they are, or at the option of the company are liable, to be redeemed.5.If at any time the share capital is divided into different classes of shares, the rights attached to any class(unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of 75% of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll, except that where there is only one holder of the shares of the class, that sole holder shall constitute the quorum for the meeting of the holders of that class of shares. To every such special resolution section 184 shall with such adaptations as are necessary apply.6.The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall,unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally therewith.7.The company may exercise the powers of paying commissions conferred by the Act, provided that the rateper cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10% of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10% of that price (as the case may be).Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The company may also on any issue of shares pay such brokerage as may be lawful.8.Subject to and in accordance with the provisions of the Act, the company may purchase or otherwiseacquire shares issued by it on such terms as the company may think fit and in the manner prescribed by the Act. All shares purchased by the company shall be cancelled.9.Except as required by law, no person shall be recognised by the company as holding any share upon anytrust, and the company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or unit of a share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.10.Every person whose name is entered as a member in the register of members shall be entitled withoutpayment to receive a certificate under the seal of the company in accordance with the Act but in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.Lien11.The company shall have a first and paramount lien on every share (not being a fully paid share) for allmoney (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of a single person for all money presently payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company's lien, if any, on a share shall extend to all dividends payable thereon.12.The company may sell, in such manner as the directors think fit, any shares on which the company has alien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy.13.To give effect to any such sale the directors may authorise some person to transfer the shares sold to thepurchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.14.The proceeds of the sale shall be received by the company and applied in payment of such part of theamount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.Calls on shares15.The directors may from time to time make calls upon the members in respect of any money unpaid on theirshares and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least 14 days' notice specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the directors may determine.16. A call shall be deemed to have been made at the time when the resolution of the directors authorising thecall was passed and may be required to be paid by instalments.17.The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.18.If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, theperson from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 8% per annum as the directors may determine, but the directors shall be at liberty to waive payment of that interest wholly or in part.19.Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date shall forthe purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture, or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified.20.The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to bepaid and the times of payment.21.The directors may, if they think fit, receive from any member willing to advance the same all or any part ofthe money uncalled and unpaid upon any shares held by him, and upon all or any part of the money so advanced may (until the same would, but for the advance, become payable) pay interest at such rate not exceeding (unless the company in general meeting shall otherwise direct) 8% per annum as may be agreed upon between the directors and the member paying the sum in advance.Transfer of shares22.Subject to these Articles, any member may transfer all or any of his shares by instrument in writing in anyusual or common form or in any other form which the directors may approve. The instrument shall be executed by or on behalf of the transferor and the transferor shall remain the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the register of members in respect thereof.23.The instrument of transfer must be left for registration at the registered office of the company together withsuch fee, not exceeding $1 as the directors from time to time may require, accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer, and thereupon the company shall subject to the powers vested in the directors by these Articles register the transferee as a shareholder and retain the instrument of transfer.24.The directors may decline to register any transfer of shares, not being fully paid shares to a person of whomthey do not approve and may also decline to register any transfer of shares on which the company has a lien.25.The registration of transfers may be suspended at such times and for such periods as the directors mayfrom time to time determine not exceeding in the whole 30 days in any year.Transmission of shares26.In case of the death of a member the survivor or survivors where the deceased was a joint holder, and thelegal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons.27.Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may,upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy.28.If the person so becoming entitled elects to be registered himself, he shall deliver or send to the company anotice in writing signed by him stating that he so elects. If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions, and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.29.Where the registered holder of any share dies or becomes bankrupt his personal representative or theassignee of his estate, as the case may be, shall, upon the production of such evidence as may from time to time be properly required by the directors in that behalf, be entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the company, or to voting, or otherwise), as the registered holder would have been entitled to if he had not died or become bankrupt; and where two or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall, for the purposes of these Articles, be deemed to be joint holders of the share.Forfeiture of shares30.If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, thedirectors may, at any time thereafter during such time as any part of the call or instalment remains unpaidserve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.31.The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of thenotice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.32.If the requirements of any such notice as aforesaid are not complied with, any share in respect of which thenotice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.33. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directorsthink fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit.34. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares,but shall, notwithstanding, remain liable to pay to the company all money which, at the date of forfeiture, was payable by him to the company in respect of the shares (together with interest at the rate of 8% per annum from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of such interest), but his liability shall cease if and when the company receives payment in full of all such money in respect of the shares.35. A statutory declaration in writing that the declarant is a director or the secretary of the company, and that ashare in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.36.The company may receive the consideration, if any, given for a forfeited share on any sale or dispositionthereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, or disposal of the share.37.The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, bythe terms of issue of a share, becomes payable at a fixed time as if the same had been payable by virtue ofa call duly made and notified.Conversion of shares into stock38.The company may by ordinary resolution passed at a general meeting convert any paid-up shares intostock and reconvert any stock into paid-up shares.39.The holders of stock may transfer the same or any part thereof in the same manner and subject to the sameregulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit; but the directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum. 40.The holders of stock shall according to the amount of the stock held by them have the same rights,privileges and advantages as regards dividends voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage.41.Such of the Articles of the company as are applicable to paid-up shares shall apply to stock, and the wordsshare and shareholder therein shall include stock and stockholder.Alteration of capital42.The company may from time to time by ordinary resolution do one or more of the followings:(a)increase the share capital by such sum as resolution shall prescribe;(b)consolidate and divide all or any of its share capital;(c)subdivide its shares or any of them, so however that in the subdivision the proportion between theamount paid and the amount, if any unpaid on each reduced share shall be the same as it was inthe case of the share from which the reduced share is derived;(d)cancel the number of shares which at the date of the passing of the resolution in that behalf havenot been taken or agreed to be taken by any person or which have been forfeited and diminish theamount of its share capital by the number of shares so cancelled.43.Subject to any direction to the contrary that may be given by the company in general meeting, all newshares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in such manner as they think most beneficial to the company. The directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this Article.44.The company may by special resolution reduce its share capital in any manner and with, and subject to, anyincident authorised, and consent required by law.General meeting45.An annual general meeting of the company shall be held in accordance with the provisions of the Act. Allgeneral meetings other than the annual general meetings shall be called extraordinary general meetings.46.Any director may, whenever he thinks fit, convene an extraordinary general meeting, and extraordinarygeneral meetings shall be convened on such requisition or in default may be convened by such requisitionists as provided by the Act.47.Subject to the provisions of the Act relating to agreements for shorter notice, 14 days' notice at the least(exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the company.48.All business shall be special that is transacted at an extraordinary general meeting, and also all that istransacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance-sheets, and the report of the directors and auditors, the election of directors in the place of those retiring, and the appointment and fixing of the remuneration of the auditors.Proceedings at general meetings49.No business shall be transacted at any general meeting unless a quorum of members is present at the timewhen the meeting proceeds to business. Two members present in person or by proxy or represented by attorney or representative appointed pursuant to the Act shall form a quorum, except that where the company has only one member, that sole member shall constitute a quorum for any general meeting. 50.If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, ifconvened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine.51.The chairman, if any, of the board of directors shall preside as chairman at every general meeting of thecompany, or if there is no such chairman, or if he is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the members present shall elect one of their number to be chairman of the meeting.52.The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directedby the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.53.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of handsunless a poll is (before or on the declaration of the result of the show of hands) demanded–(a)by the chairman;(b)by at least 3 members present in person or by proxy;(c)by any member or members present in person or by proxy and representing not less than 10% ofthe total voting rights of all the members having the right to vote at the meeting; or(d)by a member or members holding shares in the company conferring a right to vote at the meetingbeing shares on which an aggregate sum has been paid up equal to not less than 10% of the totalsum paid up on all the shares conferring that right.Unless a poll is so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.54.If a poll is duly demanded it shall be taken in such manner and either at once or after an interval oradjournment or otherwise as the chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.55.In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting atwhich the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.56.Subject to any rights or restrictions for the time being attached to any class or classes of shares, atmeetings of members or classes of members, each member entitled to vote may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote, and on a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote for each share he holds.57.In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall beaccepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.58. A member who is of unsound mind or whose person or estate is liable to be dealt with in any way under thelaw relating to mental disorder may vote, whether on a show of hands or on a poll, by his committee or by such other person as properly has the management of his estate, and any such committee or other person may vote by proxy or attorney.59.No member shall be entitled to vote at any general meeting unless all calls or other sums presently payableby him in respect of shares in the company have been paid.60.No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting atwhich the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.61.The instrument appointing a proxy shall be in writing, in the common or usual form, under the hand of theappointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the company. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.62.Where it is desired to afford members an opportunity of voting for or against a resolution the instrumentappointing a proxy shall be in the following form or a form as near thereto as circumstances admit:I/We, , of being a member/members of the abovenamed company, hereby appoint , of , or failing him, of , , as my/our proxy to vote for me/us on my/our behalf at the annual/extraordinary general meeting of the company, to be held on the day of 20 , and at any adjournment thereof.Signed this day of20 .This form is to be used*in favour of the resolution.against*Strike out whichever is not desired. [Unless otherwise instructed, the proxy may vote as he thinks fit.]63.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it issigned or a notarially certified copy of that power or authority shall be deposited at the registered office of the comp any, or at such other place in Singapore as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.64. A vote given in accordance with the terms of an instrument of proxy or attorney shall be validnotwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, or the transfer of the share in respect of which the instrument is given, if no intimation in writing of such death, unsoundness of mind, revocation, or。
公司法
二、公司资本的形成与融资方式
股权融资 债权融资
股权 融资方式 融资
内源融资
股东 股息
外源融资
债权人 利息
出资者地位
【公司资产】assets，是公司拥有或者控制的能够 以货币计量的经济资源。既包括公司资本，也包括 公司对外发行的债券、向银行贷款等形成的公司负 债及其他股东权益。 公司净资产net assets，公司全部资产减去全部 负债后的净额。 公司资本和公司资产的区别： 外延和内涵不同：资本注册，资产实际控制，资产 外延大，包括公司资本、负债和股东权益等； 表现形式不同：抽象数据、实体财产 ； 性质不同：公司负债、公司财产； 法律要求不同：资本依法核准、资产变量； 章程是否记载：资本记载，资产不记载。
四、公司设立的方式
发起设立 适用公司 设立程序 有限责任公司 募集设立 股份有限公司 设立人与其他出资人
股份有限公司
设立人
资本来源
发起人出资额
简单
认购的股本总额
复杂
实收的股本总额
资本表现
注册资本的20%
注册资本的35%
五、公司设立的程序
发起 设立
协议
发 起 人
公 司 章 程
筹 集 资 本 募集 设立
三、公司的作用
1、资本聚集的最有效形式：风险降低，不限制社会 化出资 2、企业产权结构的有效形式 1）两个主体：公司、股东； 2）两种权利：所有权、股权； 3）两种责任：二者相互独立，又相互制约。 3、科学民主管理的有效形式 1）所有权与经营权分离：社会化集资、科学化管理 2）权力机构多元化：决策、管理、监督三权分离 3）董事、监事选任制、经理聘任制 4、便于集中和控制的有效形式
公司法讲义
2.特征
• ①从内容看，是一种组织法和行为法相结 合的法律，以组织法为主。 • ②从体例看，是一种实体法与程序法相结 合的法律，以实体法为主。 • ③从规范性质看，是一种强制性规范和任 意性规范相结合的法律，以强制性规范为 主。 • ④是具有一定国际性的国内法，本质上属 于国内法。
三、公司法的立法宗旨
6、总（本）公司与分公司
• 这是按公司内部管辖关系进行的分类。
• 总公司亦称本公司是依法设立并管辖公司全 部组织机构并具有独立法人资格的公司。 • 分公司是总公司的分支机构，它是总公司的 组成部分，分公司没有自己独立的名称，没 有自己的章程，没有健全的组织机构，没有 自己独立的财产，也不能独立对外承担民事 责任。
2、人合公司、资合公司、人合兼 资合公司 （大陆法系学理分类）
• 这是按公司信用基础的不同所进行的分类， 也是学理上的分类。
（1）人合公司
• 人合公司是指以股东个人条件作为公司信 用基础而组成的公司。 • 这种公司对外进行经济活动时，依据的主 要不是公司本身的资本或资产状况如何， 而是股东个人的信用状况。 • 因为人合公司的股东对公司债务承担无限 连带责任，公司资不抵债时，股东应以个 人的全部财产清偿公司债务。
• 母子公司间虽然具有投资关系，但均为独 立法人，各自承担各自的债务，互不牵连。 这是母子公司最为基本的法律特征。
• 我国《公司法》第13条第2款规定：“公司 可以设立子公司，子公司具有企业法人资 格，依法独立承担民事责任。”
母、子公司法律关系的特点
• （1）子公司受母公司的实际控制，即母公 司拥有对子公司的重大事项的决定权，其 中尤其是能够决定子公司董事会的组成。 • （2）母公司与子公司之间的控制关系主要 是基于股权的占有，而不是直接依靠行政 权力控制公司。 • （3）母公司、子公司各为独立的法人。
英国公司法TheCompaniesAct2006
英国公司法TheCompaniesAct2006英国公司法The Companies Act 2006The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules (The list of contents is 59 pages long) but it has since been superseded, in that respect, by the Corporation Tax Act 2009.The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It superseded the Companies Act 1985.The Act provides a comprehensive code of company law for the United Kingdom, and made changes to almost every facet of the law in relation to companies. The key provisions are: the Act codifies certain existing common law principles, such as those relating to directors' duties.it implements the European Union's Takeover and Transparency Obligations Directives.it introduces various new provisions for private and public companies.it applies a single company law regime across the United Kingdom, replacing the two separate (if identical) systems for Great Britain and Northern Ireland.it otherwise amends or restates almost all of the Companies Act 1985 to varying degrees.[2]The Bill for the Act was first introduced to Parliament as "the Company Law Reform Bill" and was intended to make wide-ranging amendments to existing statutes. Lobbying fromdirectors and the legal profession ensured that the Bill was changed into a consolidating Act, avoiding the need for cross-referencing between numerous statutes.The reception of the Act by the legal professions in the United Kingdom has been slightly lukewarm. Concerns have been expressed that too much detail has been inserted to seek to cover every eventuality.[3] Whereas a complete overhaul of company law was promised, the Act seems to leave much of the existing structure in place, and to simplify certain aspects only at the margins. In other areas, it is said to have complicated and obfuscated previously settled law and may make doing business more difficult for those operating small companies.Contents[hide]1 Implementation2 Directors3 General provisions4 Private companies5 Public and listed companies6 Contents7 See also8 Notes9 References10 External links[edit] ImplementationA small portion of the Act came into effect on Royal Assent in November 2006. The first and second Commencement Orders then brought further provisions into force in January 2007 and April 2007. The implementation timetable for the remainder ofthe Act was announced in February 2007, by Margaret Hodge, Minister for Industry and the Regions. The third and fourth Commencement Orders brought a further tranche of provisions into force in October 2007, and the fifth, sixth and seventh in April and October 2008. The eighth commencement order, made in November 2008, brought the remainder of the Act into force with effect from October 2009.The staggered timetable was intended to give companies sufficient time to prepare for the new regime under the Act, rather than implementing all 1,300 sections of the Act on one day.Another reason for the staggered implementation is that, despite the Act's size, a great many sections provide for subsidiary legislation to be brought in by Secretary of State, which has taken time to draft.Implementation of the Act is the responsibility of the Department for Business, Innovation and Skills.[edit] DirectorsMain article: Board of directorsThe Act replaced and codified the principal common law and equitable duties of directors, but it does not purport to provide an exhaustive statement of their duties, and so it is likely that the common law duties survive in a reduced form. Traditional common law notions of corporate benefit have been swept away, and the new emphasis is on corporate social responsibility. The seven codified duties are as follows:1.S171 to act within their powers - to abide by the terms of thecompany's memorandum and articles of association and decisions made by the shareholders;2.S172 to promote the success of the company- directorsmust continueto act in a way that benefits the shareholders as a whole, but there is now an additional list of non-exhaustive factors to which the directors must have regard. This was one of the most controversial aspects of the new legislation at the drafting stage. These factors are:1.the long term consequences of decisions2.the interests of employees3.the need to foster the company's business relationships withsuppliers, customers and others4.the impact on the community and the environment5.the desire to maintain a reputation for high standards ofbusiness conduct6.the need to act fairly as between members3.S173 to exercise independent judgment - directors must not fettertheir discretion to act, other than pursuant to an agreement entered into by the company or in a way authorised by the company's articles4.S174 to exercise reasonable care, skill and diligence - this mustbe exercised to the standard expected of1.someone with the general knowledge, skill and experiencereasonably expected of a person carrying out the functions of the director (the objective test) and also2.the actual knowledge, skill and experience of that particulardirector (the subjective test)5.S175 to avoid conflicts of interest- methods for authorising suchconflicts by either board or shareholder approval are also to be introduced6.S176 not to accept benefits from third parties7.S177 to declare an interest in a proposed transaction with thecompany- there are to be carve outs for matters that are not likelyto give rise to a conflict of interest, or of which the directors are already aware. There will be an additional statutory obligations to declare interests in relation to existingtransactions.Although the changes to directors' duties were the most widely publicised (and controversial) feature of the legislation, the Act also affects directors in various other ways:S239 The shareholders' ability to ratify any conduct of a director (including breach of duty, negligence, default or breach of trust) is regulated by the statute, although S 239.7 leaves the door open for common law principles, previously the only guide on this. Under the Act, directors who are also shareholders, or persons connected to them, are not entitled to vote in relation to any ratification resolution concerning their actions.Existing restrictions on companies indemnifying directors against certain liabilities were relaxed to permit indemnities by group companies to directors of corporate trustees and occupationalpension schemes.SS261-3 The Act gave shareholders a statutory right to pursue claims against the directors for misfeasance on behalf of a company (a derivative action), although the shareholders need the consent of the court to proceed with such a claim.Certain transactions between the company and its directors which were previously prohibited by law have become lawful subject to the approval of shareholders (for example, loans from the company to its directors)The Act requires at least one director on the board of the company to be a natural person, although corporate directors are stillpermitted.The current age restriction of 70 for directors of public companies has been abolished. A new minimum age of 16 has been introduced for all directors who are natural persons (S157).Directors will have the option of providing Companies House with an address for service, which will in future enable their home addresses to be kept on a separate register to which access will be restricted.[edit] General provisionsThe Act contains various provisions which affect all companies irrespective of their status:Company formation- the procedure for incorporating companies will be modernised to facilitate incorporation over the Internet. It will become possible for a single person to form a public company.Constitutional documents- a company's articles of association will become its main constitutional document, and the company'smemorandum will be treated as part of its articles. New modelarticles for private companies to be made under the Act are intended to reflect better the way that small companies operate, and will replace the existing Table A. Existing companies will bepermitted to adopt the new model articles in whole or in part.Corporate capacity - under the new Act a company's capacity will be unlimited unless its articles specifically provide otherwise, thus greatly reducing the applicability of the ultra vires doctrine to corporate law and removing the need for an excessively long objects clause in the Memorandum of Association.Execution of documents - Formalities for execution as a deed are to be further revised, so that a single director can execute a document as a deed on behalf of the company by a simple signature in the presence of a witness.Share capital- the requirement for an authorised share capital will be abolished. Companies will be able to redenominate their share capital from one currency to another without an order of the court.Distributions in kind - The Act addresses the current uncertainty in the law in relation to the transfer of non-cash assets by acompany to a shareholder, and whether this should be treated as a distribution.[4]Shareholder meetings - The Act enables shareholder meetings to be held more quickly. Special resolutions now require only 14 days' notice unless proposed at an AGM.Shareholder communications - The Act made it easier for companies to communicate electronically (e.g. by email or by website) with their shareholders by express agreement (which agreement can be obtained under the articles, or by the shareholder failing toindicate that they do not wish to communicate via the website, as well as by more conventional methods).Auditor's liability - auditors are now permitted to limit theirliability for claims in negligence, breach of trust or breach of duty so long as:o the shareholders have approved the limitation in advance.o the court considers the limitation of liability to be 'fair and reasonable' [5]This change was made after intensive lobbying by the accounting profession in the United Kingdom.Company Names Adjudicator- Section 69 of the Act provides for the appointment of a Company Names Adjudicator. A Company NamesTribunal was established on 1 October 2008 through which the Company Names Adjudicator will administer his powers via the UKIntellectual Property Office under the tribunal. Section 69 has expanded the grounds under which any person can object to aconflicting company name registration under the Act.[edit] Private companiesMain article: Private company limited by sharesOne of the more touted aspects of the new legislation was the simplification of the corporate regime for small privately held companies.A number of the changes brought about by the Act apply only to private companies. Significant changes include: Company secretaries- a private company no longer needs to appointa company secretary, but may do so if it wishes.Shareholders' written resolutions- the requirement for unanimity in shareholders' written resolutions was abolished, and therequired majority is similar to that for shareholder meetings - a simple majority of the eligible shares for ordinary resolutions, or 75% for special resolutions.Abolition of AGMs- private companies are no longer required to hold Annual General Meetings, although they can elect to provide for them in their articles if they wish.Short notice of meetings - private companies can convene meetings at short notice where consent is given by holders of 90% by nominal value of shares carrying the right to vote.Allotment of shares - where private companies have only one class of shares, the directors will have unlimited authority to allot shares unless the articles otherwise provide.Financial assistance- the Act abolishes the prohibition on private companies providing financial assistance for the purchase of their own shares, and the related "whitewash" exemption procedure.Reduction of share capital - private companies will be able to reduce their share capital without the need to obtain a court order.Filing of accounts- the period in which accounts must be filed has been reduced from 10 months to 9 months from the financial year end. [edit] Public and listed companiesMain article: Public limited companyThe Act also seeks to promote greater shareholder involvement, and a number of new requirements are introduced for public companies, some of the provisions of which only apply to companies whose shares are listed on the main board of the London Stock Exchange(but, importantly, not to companies whose shares are listed on AIM).Business review - the Act imposes additional requirementsfor companies listed on the main board of the LSE in their annual report and accounts. These now include:1.main trends and factors likely to affect future development,performance and position of the business;/doc/c78708731.htmlrmation on environmental matters, employees and social issues;and/doc/c78708731.htmlrmation on contractual and other arrangements essential to thecompany's business.AGM and accounts- main list companies will be required to hold their AGM and file accounts within 6 months of the end of the financial year. They will also be required to:1.publish their annual report and accounts on their website;2.disclose results of polled votes at general meetings on theirwebsite;3.give certain minority shareholders the right to require independentscrutiny of any polled vote, the results of which must be published on the company's website.Political donations and expenditure - the Act contains simplification and clarification of the existing provisions requiring shareholder approval for political donations and expenditure, and clarifies a number of grey areas (such asexpenditure relating to trade unions).Enfranchising indirect investors - nominee shareholders of main list companies will be able to nominate persons on behalf of whom they hold shares to receive copies of companycommunications and annual reports and accounts. All companies will also be able to include provisions in their articles to identify some other party to exercise additional rights of the shareholder. This is to address the concern that shares in publicly listed companies are frequently held in an intermediary's name, which makes it more difficult for the beneficial owners of the shares to exercise their rights as shareholder.Voting by institutions - the Act empowers the government to introduce regulations in the future that would require institutions to disclose how they have voted. The government has indicated it will only introduce such regulations after full consultation and if a voluntary disclosure scheme does not work.Paperless share transfers - the Act gives the government power to make regulations requiring (as well as permitting) paper-freeholding and transferring of shares in main list companies. Some law firms[who?] have expressed reservations as to how paper-free holding and transfers would work in practice.Transparency Obligations Directive- the Act brings into force the European Directive imposing obligations on main list companies in relation to financial reporting, disclosure of major acquisitions or disposals of its shares and the dissemination of information about the company to its shareholders and the public generally. The Act gives the Financial Services Authority power to make rules to implement the requirements of the Directive, which would beimplemented by way of changes to the existing Listing Rules and Disclosure Rules. The Act also introduces a statutory compensation scheme for misleading or inaccurate statements in reports.Takeovers - the EU Takeover Directive was implemented by interim regulations in the United Kingdom in May 2006. The Act extends the statutory basis for the regulations in relation to certain matters, such as the statutory footing of the Takeover Panel, and the City Code on Takeovers and Mergers. It also extended the "minority sweep up" provisions which were introduced by an amendment to theCompanies Act 1985, and addresses certain practical problems which had arisen in relation to their operation.[edit] ContentsPart 1 General introductory provisions, ss 1-6Part 2 Company formation, ss 7-16Part 3 A company's constitution, ss 17-38Part 4 A company's capacity and related matters, ss 39-52Part 5 A company's name, ss 53-85Part 6 A company's registered office, ss 86-88Part 7 Re-registration as a means of altering a company's status, ss 89-111Part 8 A company's members, ss 112-144Part 9 Exercise of members' rights, ss 145-153Part 10 A company's directors, ss 154-259Part 11 Derivative claims and proceedings by members, ss 260-269Part 12 Company secretaries, ss 270-280Part 13 Resolutions and meetings, ss 281-361Part 14 Control of political donations and expenditure, ss 362-379 ?Part 15 Accounts and reports, ss 380-474Part 16 Audit, ss 475-539Part 17 A company's share capital, ss 540-657Part 18 Acquisition by limited company of its own shares, ss658-737 ?Part 19 Debentures, ss 738-754Part 20 Private and public companies, ss 755-767Part 21 Certification and transfer of securities, ss 768-790 ?Part 22 Information about interests in a company's shares, ss 791-828Part 23 Distributions, 829-853Part 24 A company's annual return, ss 854-859Part 25 Company charges, ss 860-894Part 26 Arrangements and reconstructions, ss 895-901Part 27 Mergers and divisions of public companies, ss 902-941 ?Part 28 Takeovers etc., ss 942-992Part 29 Fraudulent trading, s 993Part 30 Protection of members against unfair prejudice, ss 994-999 ?Part 31 Dissolution and restoration to the register, ss 1000-1035 ?Part 32 Company investigations: amendments, ss 1035-1039Part 33 UK companies not formed under companies legislation, ss 1040-1043Part 34 Overseas companies, ss 1044-1059Part 35 The registrar of companies, ss 1060Part 36 Offences under the Companies Acts, ss 1121-1133 Part 37 Companies: supplementary provisions, ss 1134-1157 Part 38 Companies: interpretation, ss 1158-1174Part 39 Companies: minor amendments, ss 1175-1181Part 40 Company directors: foreign disqualification etc., ss 1182-1191Part 41 Business names, ss 1192-1208Part 42 Statutory auditors, ss 1209-1264Part 43 Transparency obligations and related matters, ss 1265-1273 ?Part 44 Miscellaneous provisions, ss 1274-1283Part 45 Northern Ireland ss 1284-1287Part 46 General and supplementary provisions, ss 1288-1292 Part 47 Final provisions, ss 1298-1300Schedules 1-16[edit] See alsoUK company lawUS corporate lawGerman company lawEuropean company lawCompanies ActShareholder Rights Directive2007/36/EC。